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Last updated: October 17, 2018
THIS THRYV INTEGRATION PARTNER AGREEMENT (“AGREEMENT”) IS BETWEEN YOU OR THE ENTITY THAT YOU REPRESENT (“YOU” OR “YOUR”) AND DEX MEDIA, INC. (“THRYV” “WE” OR “US”) GOVERNING ANY USE BY YOU OF THE THRYV INTEGRATION FUNCTIONALITIES, INCLUDING WITHOUT LIMIATION OUR DEVELOPER PLATFORM, THE DEVELOPER TOOLS AND THE THRYV MARKETPLACE, AS APPLICABLE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE THRYV DEVELOPER PLATFORM OR DEVELOPER TOOLS TO INTEGRATE YOUR APPLICATION(S) WITH THE THRYV SOFTWARE OR MAKE YOUR APPLICATION(S) AVAILABLE ON THE THRYV MARKETPLACE.
YOU REPRESENT THAT YOU ARE AT LEAST THE LEGAL AGE OF MAJORITY, YOU ARE ABLE TO FORM A LEGALLY BINDING CONTRACT, AND YOU HAVE FULL POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT. 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 THE TERMS OF THIS AGREEMENT.
1. Registration and Acceptance into the Developer Platform
To access the Thryv Developer Platform, you must follow the registration process established by Thryv for the Integration Partner program. Your access to the Thryv Developer Platform is subject to our review of the information you provide at registration and will be at Thryv’s sole and absolute discretion. Information you provide to register must be true and accurate and must be kept up-to-date. Your access of the Developer Platform must be only for your benefit, and you may not provide access to any third party without our approval. You agree to take full responsibility for the actions of any individual who accesses the Developer Platform, Developer Tools or Thryv Marketplace (as defined below) on your behalf or using your account credentials, and you agree to keep confidential any passwords, access keys, account information or other credentials we provide you for the Developer Platform, Developer Tools, or Thryv Marketplace.
2. Developer Tools
In the Thryv Developer Platform, we may provide you access to tools such as APIs, SDK libraries, code, scripts, a developer console, access tokens, developer webpages and documentation (“Developer Tools“), that you may use (a) to build applications, add-ons, and extensions (each an “Application”) that interact or integrate with our all-in-one small business management software solution (the “Thryv Software”) or (b) to integrate your existing Application with the Thryv Software.
Subject to your ongoing compliance with the terms and conditions set forth herein, Thryv grants you a limited, non-exclusive, revocable, nontransferable, and non-sublicenseable license to use the Developer Tools to develop, test, integrate and support your Application in relation to the Thryv Software. If there are additional license terms accompanying specific Developer Tools, such license terms shall apply and to the extent there is any conflict with the terms herein, such accompanying license terms shall control.
You acknowledge and agree that Thryv owns all worldwide right, title and interest in and to the Developer Tools, including without limitation all intellectual property rights therein, and this Agreement does not grant you any rights in the Thryv Software, any underlying code, or our related services or any content accessed therefrom by your Application(s).
3. Developer Platform Use Policies
When accessing or using the Developer Platform, you MAY NOT do any of the following:
4. Customer Data
The Developer Tools may allow you to develop Applications that may access, obtain, or transfer Customer data to or from the Thryv Software and/or to you or a third party. This functionality is provided to enable you to develop Applications that interoperate with the Thryv Software and/or third party services. You shall not misuse this functionality to access or transfer Customer data without the Customer’s knowledge and explicit consent. If your Application collects data from any Customer, or any Customer’s Thryv Software or mobile device, and/or transmits or provides any Customer data to any third-party or third-party application, you will include in your EULA (as defined below) a disclosure of what type of data is collected and how it is used by your Application, including any transfer to third parties, and you will obtain the appropriate consents from Customers to collect and use such data as you do. Any collected Customer data must be stored and transmitted by your Application in an appropriately secure fashion, based on the type and sensitivity of the data collected. You will be solely responsible for any data leak or breach by you or your Application, and will comply with all laws, rules and regulations regarding data security and data breach response protocol.
5. Application Restrictions/Representations and Warranties
6. Distribution of Developer Applications
The “Thryv Marketplace” is our platform that allows developers to make available their Application(s) for use with the Thryv Software by the customers of Thryv (“Customers”). The Application that you develop or integrate can be shared or made available to Customers either independently (by you) or through our Thryv Marketplace available at a URL provided by us. You may distribute your Application for free or charge a fee for its use or download. If you choose to charge a fee for your Application distributed through the Thryv Marketplace, you are required to contact Thryv to enter into a suitable agreement with us that outlines the applicable financial terms. You understand and agree that all payments for purchases of your Application in the Marketplace will be processed through Thryv. Other Applications available on the Thryv Marketplace may be developed and offered by Thryv or by other third parties.
7. Placement and Marketing of Applications in the Thryv Marketplace
Your Application will be listed in the Thryv Marketplace only after review and approval by Thryv. Prior to the initial availability date that you designate for your Application in the Thryv Marketplace, you are required to deliver the Application along with marketing information (such as title, description, icon, logo and trademarks) that Thryv reasonably requests from you with respect to such Application. You agree that any descriptions, screenshots, or other marketing materials for any Application submitted by you for listing on Thryv Marketplace will be true, accurate, relevant and appropriate and shall not contain any irrelevant tags. You must also disclose to us what types of data or information your Application collects from the Customer and/or the Customer’s Thryv Software instance, how that data is used by the Application, including any transfer to third parties or third-party applications, and the permissions you will obtain from the Customer in order to collect and use such data or information. (For clarity, notwithstanding the foregoing, if Thryv is not hosting your Application in the Thryv Marketplace for download or use by Customers, you are not required to deliver your Application code itself; however, you are still obligated to provide the other Application-related information requested by Thryv).
You are responsible for providing accurate information relating to your Application. If any information that you have provided is inaccurate, you will promptly provide Thryv with accurate information. You will be required to address and fix any issues with your Application identified by Thryv during the approval process within a reasonable timeframe prescribed by Thryv. Upon successful completion of the review and approval process, the submitted Application will be made available to Customers on the Thryv Marketplace. You understand that Thryv reserves the right to change, in its sole discretion, the review standards and processes for listing Applications on the Thryv Marketplace.
License Grant to Thryv:
If Thryv approves the listing of your Application in the Thryv Marketplace, you hereby grant Thryv a fully-paid-up, royalty-free, non-exclusive, worldwide right and license, during the term of this Agreement, to:
You acknowledge that, from time to time, Thryv may or may not feature your Application in a list of “featured” Applications. Listing and removal of your Application from any list of featured items shall be at the sole discretion of Thryv. You acknowledge and agree that, from time to time, Thryv may feature you in a list of top developers, or a similar type of list. Listing and removal of your name from any list of top developers shall be at the sole discretion of Thryv.
8. Thryv Trademark License.
Thryv hereby licenses you to use and display the Thryv name, the Thryv logo and any other Thryv Marks we provide (the “Thryv Marks”), only in the format provided within the Developer Platform, during the term of this Agreement, for the limited purpose of advertising the fact that your Application integrates with or is available for use with the Thryv Software. We reserve the right to review and pre-approve any and all of your marketing materials that incorporate our Thryv Marks or to require you to modify such materials at our request or remove the Thryv Marks. You are only authorized to use the Thryv Marks as provided herein, or as otherwise agreed between us in writing prior to such use. You are not acquiring any right, title or interest in the Thryv Marks or the goodwill associated therewith. You recognize and acknowledge Thryv’s ownership of the Thryv Marks and shall do nothing inconsistent with Thryv’s ownership or enforcement of the Thryv Marks. You may not and shall not: (i) attack, or assist anyone in attacking, the registration or legitimacy of the Thryv Marks, (ii) use or make any application to register any confusingly similar trademark, service mark, trade name, iconography, or derivation of the Thryv Marks, including, but not limited to, the registration of any domain name including any of the Thryv Marks or a derivative thereof, (iii) combine or tie-up your marks or any third-party marks with any Thryv Marks in a single image without Thryv’s prior written consent, (iv) imply or suggest any endorsement of you or your Application by Thryv or the placement or inclusion of the Thryv Marks in your marketing materials, or (v) disparage Thryv or the Thryv Marks.
9. Independent Development
You understand and acknowledge that Thryv may independently create features, applications, content, products or services that may be similar to or competitive with your Application and nothing in this Agreement will be construed as restricting or preventing Thryv from doing so, as long as Thryv does not misappropriate any confidential or proprietary information of yours. You also acknowledge that other developers may develop and post similar or otherwise competing Applications in the Thryv Marketplace. To the extent that such similar or competing Applications have been independently developed by a third party without violation of confidentiality agreements, you agree not to make unwarranted intellectual property infringement claims against such developers with respect to their similar or competing Applications.
10. Ownership and Feedback
Thryv owns all rights, title, and interest, including all intellectual property rights in the Developer Platform, Developer Tools, Pre-release Materials, Thryv Software, Thryv Marketplace, Thryv Marks and all related technology, websites and content (collectively, the “Thryv Materials”). Except for the limited use rights expressly granted to you under this Agreement, Thryv does not grant you any right, title, or interest in or to the Thryv Materials. The combination of your Application with any Thryv Materials does not thereby give you ownership or any license to the Thryv Materials or any part of the Thryv Materials beyond that expressly provided herein. You retain ownership of any intellectual property rights in your Application, subject to the foregoing.
You may provide Thryv with comments concerning the Thryv Materials (collectively, “Feedback”). You hereby grant Thryv all rights, title and ownership of such Feedback (including all intellectual property rights therein), and Thryv may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to you.
11. Disclaimer of Warranties
THE THRYV MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. THRYV AND ITS THIRD PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. THRYV MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE (A) RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE THRYV MATERIALS, (B) THAT THRYV WILL CONTINUE TO OFFER THE DEVELOPER PLATFORM, DEVELOPER TOOLS, THRYV MARKETPLACE, OR THRYV SOFTWARE OR (C) THAT USE OF ANY THRYV MATERIALS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, OR MEET YOUR REQUIREMENTS OR EXPECTATIONS.
12. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, THRYV WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT WILL THRYV’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE THRYV MATERIALS EXCEED ONE HUNDRED U.S. DOLLARS (U.S. $100.00).
You agree to indemnify and hold harmless Thryv and its affiliated companies, vendors, agents, and licensors (including their respective affiliates, officers, directors, employees, contractors and assigns) from and against any third-party claim, demand, action, class action, investigation or other proceeding (“Claims”), including any losses, damages, fines, costs and expenses (including reasonable attorney’s fees and costs) resulting therefrom, arising out of or relating to (a) your misuse of the Thryv Materials, (b) your breach of any of the terms of this Agreement, (c) your violation of any applicable law, rule or regulation, (d) your Application; (e) your EULA or your violation of any terms thereof; (f) any dispute between you and your Application users related to the Application or your provision of the Application; (g) your data collection, storage, breach or any consumer or Customer privacy violation by you or your Application; and (h) your marketing claims.
You may be given access to certain non-public information, software, and specifications (“Thryv Confidential Information“), which is confidential and proprietary to Thryv. Thryv Confidential Information includes, without limitation: (a) Pre-release Materials; (b) Developer Tools; (c) the terms of any financial arrangement we enter with you, or any internal wholesale pricing; and (c) any other information designated in writing by Thryv as “Confidential” or which you should otherwise recognize as being confidential or proprietary due to the nature of the information and/or the circumstances surrounding its disclosure.
You may use Thryv Confidential Information only as necessary in exercising your rights granted in this Agreement. You agree not to disclose Thryv Confidential Information without Thryv’s prior written consent. You agree that You will protect Thryv Confidential Information from unauthorized use, access, or disclosure in the same manner that you would protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
15. Term and Termination
This Agreement will remain in effect until terminated. You may terminate this Agreement at any time by providing written notice to Thryv or by ceasing use of and/or access to the Developer Platform. Thryv may terminate this Agreement for any reason or no reason upon ten (10) days’ notice to you and to invalidate your access credentials after a long period of disuse. Thryv may also suspend your use of the Developer Platform or terminate this Agreement immediately if you breach this Agreement, if Thryv is required to do so by law, or if Thryv ceases to offer the Developer Platform. You understand that after termination you will have no further access to the Development Platform or any Developer Tools, and you must delete any Thryv Confidential Information in your possession. Thryv will not be liable to you for any costs, expenses, or damages as a result of the suspension of your access or the termination of this Agreement.
16. Waiver of Class Action and Jury Trial and Consent to Binding Arbitration; Governing Law and Jurisdiction.
In any legal proceeding relating to this Agreement, the parties agree to waive any right they may have to participate in any class, group, or representative proceeding and to waive any right they may have to a trial by jury. Any claim, controversy, or dispute that arises under or relates to this Agreement (other than claims to collect amounts you owe) will be referred by the aggrieved party to binding arbitration under the Commercial Rules of the American Arbitration Association (AAA). The arbitration shall occur in Dallas County, Texas unless we mutually agree to another location. The arbitration hearing shall be held within 6 months after the filing of the arbitration demand with the AAA. You agree that the Agreement will be governed by Texas law. Exclusive venue and jurisdiction for all claims and disputes that are not subject to arbitration pursuant to Section 16 will be in the state and federal courts located in Tarrant County, Texas.
This Agreement constitutes the entire agreement between you and Thryv with respect to its subject matter and supersedes and merges all prior proposals, understandings and communications. This Agreement may not be amended except in writing signed by both parties or as provided in Section 18 (Changes) below. If any provision of this Agreement is held invalid by a court with jurisdiction over the parties to this Agreement, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable Laws, and the remainder of this Agreement will remain in full force and effect. Each party will bear its own costs and expenses in performing this Agreement. You acknowledge and agree that Thryv’s affiliates, contractors and service providers may exercise all rights of Thryv under this Agreement, including Thryv’s license rights, for the purposes set forth herein. You may not assign, transfer or delegate any right or obligations under this Agreement and any non-permitted assignment is void. Thryv may assign this Agreement and its rights and obligations to any of its affiliates or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities to which this Agreement relate. This Agreement does not create or imply any partnership, agency or joint venture.
We may modify the Agreement upon notice to you at any time through a service announcement or by sending email to your primary email address. If we make significant changes to this Agreement that affect your rights, you will be provided with at least 30 days advance notice of the changes by email to your primary email address. If the Agreement is modified in a manner that materially affects your rights in connection with use of or access to the Developer Platform, Developer Tools, or Thryv Marketplace, you may terminate your use of any of the above by providing Thryv notice of termination via email, within 30 days of being notified. Your continued use of the Developer Platform, Developer Tools, or Thryv Marketplace after the effective date of any change to the Agreement will be deemed to be your acceptance of the modified Agreement.