THRYV MARKETPLACE REFERRAL AGREEMENT
(v.1.0 Last updated April 2020)
PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE PARTICIPATING IN THE THRYV MARKETPLACE AS AN APP OR SERVICE VENDOR. YOUR PARTICIPATION IN THE THRVY MARKETPLACE CONSTITUTES YOUR AGREEMENT TO THE TERMS AND CONDITIONS SET FORTH BELOW. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT PARTICIPATE IN THE THRYV MARKETPLACE.
- “Vendor”, “you” or “your” means the individual or business that offers and/or provides the App(s) and/or Services to customers/end users via the Marketplace.
- “We”, “us” or “our” means Thryv, Inc., the provider of Thryv and host of the Marketplace, and our subsidiaries.
- “Thryv” is a cloud-based software as a service (“SaaS”) for business automation and customer relationship management that is provided by us for small and medium-sized businesses.
- We decide which App(s) and/or Services may be made available and/or sold in the Marketplace. Each Vendor shall provide us with content, including as applicable, Vendor name, logos, name and description of the App/Services, and any marketing materials for the App/Services, etc. (“Marketing Materials”) as well as any customer terms and conditions for the App(s)/Services (“End User License Agreement” or “EULA”), any documentation for the App/Services, a URL for Vendor’s website or landing page where the App may be downloaded by the customer we refer (whether or not such website is co-branded) (“Vendor Web Page”), and/or any code necessary to allow for the App to be downloaded by a customer directly from the Marketplace (“Vendor Code”) (collectively, “Vendor Materials”) for an entry or a web page in the Marketplace featuring such Vendor’s App(s)/Services. In the event that we pass business information for a referred customer, such as the referred customer’s name and contact information, as part of the process of linking that referred customer from the Marketplace to your Vendor Web Page, you acknowledge that such information will be shared with you only for the express purposes of (i) pre-populating the order or purchase mechanism for your App/Services for such customer’s convenience, and/or (ii) for tracking referrals for the purpose of fees and reporting. You agree to limit your use of the referred customer’s information to the purposes set forth in this Section unless/until such referred customer provides the same information to you as part of a transaction between you and the referred customer. All sales or access of Apps/Services and any and all purchases made via Apps or for Services are transactions solely between Vendor and the customer. Any customer reviews of Apps/Services on the Marketplace shall be posted without edits, provided that we reserve the right in our sole discretion to remove any review that we deem to violate our Marketplace site publication policies.
- ACCESS Types/Fees/Payments/Reporting. For each App/Service made available via the Marketplace, we will agree in a separate addendum signed by both parties as to (i) if applicable, any fees or payment arrangements that may apply between the parties, (ii) the method of access by the customer to the App/Services, and (iii) any reporting requirements. Vendor will process any and all payments from Thryv business clients for Apps/Services or within Apps/Services.
- TERM AND TERMINATION. The term of the Agreement will commence upon your acceptance of these Terms and will continue until terminated. You may terminate the Agreement by providing us 30 days’ notice of termination to Product@thryv.com. We may terminate the Agreement at any time by providing you notice at the email address we have on file for you, which you agree to keep current.
- Vendor Materials. Vendor grants to us a limited, royalty-free license to publish the Vendor Materials in the Marketplace and in connection with the distribution of the App/Services to customers, as well as a license to use the Marketing Materials associated with your App/Services for the purpose of promoting or marketing your App/Services and/or the Marketplace to customers. We may edit the text of the Marketing Materials for space but will not change the meaning of the text.
- Thryv Marks. We hereby grant to Vendor a limited, non-exclusive, revocable right and sublicense, during the Term, to use the trademarks identified on Exhibit A to these Terms (“Thryv Marks”) for the sole purpose of cobranding the Vendor Web Page, unless separately agreed with us in writing as to any additional authorized uses. Vendor’s use of Thryv Marks will at all times comply with our brand guidelines, which may be amended by us at any time. Any proposed use by Vendor of the Thryv Marks must be reviewed and approved in writing by us prior to Vendor’s use. Submissions must be made to email@example.com. Vendor shall not use Thryv Marks as part of Vendor’s trademarks, service marks or trade names or in any other manner that would tend to imply that Vendor has an affiliation with us, other than as set forth in these Terms or approved in writing by us. Vendor will do nothing to disparage or diminish the value of the Thryv Marks, and Vendor shall not use, register or attempt to register any confusingly similar mark or name, including any domain name that contains the Thryv Marks or any confusingly similar verbiage or any keywords that use the Thryv Marks. Vendor shall not have the right to sell, assign, transfer, sublicense, convey, or encumber the license to use Thryv Marks granted hereunder, and any such sublicense, sale, assignment, transfer, conveyance, or encumbrance shall be null and void unless approved by us in writing in advance of such transaction. As between the parties, all right, title and license to the Thryv Marks is owned and retained by us, and Vendor shall acquire no other rights therein except as set forth in this section. Any and all benefits arising from Vendor’s use of the Thryv Marks, including the development of goodwill in the Thryv Marks shall accrue to and be for the sole benefit of us, our affiliates, or our licensors, as applicable. The license to use Thryv Marks will terminate and Vendor will immediately cease using Thryv Marks upon (1) our providing notice to Vendor of our intent to terminate the license, or (2) expiration or termination of the Agreement, whichever occurs first.
- NO ENDORSEMENT. By allowing Vendor to offer, sell, and promote the Apps/Services in the Marketplace, we are not endorsing the Apps, Services, or Vendor. You acknowledge that, from time to time, we may or may not feature your App/Services in a list of “featured” Apps or Services. Listing and removal of your App/Services from any list of featured items shall be at our sole discretion. You acknowledge and agree that, from time to time, we 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 our sole discretion. You also acknowledge that neither the “featured” Apps/Services nor “top developers” listing shall be an endorsement of your App/Services or you by us.
- VENDOR REPRESENTATIONS AND WARRANTIES. Vendor represents, warrants, and covenants that its Apps and/or Services will perform as described and promoted by the Vendor Materials; any advertising claims it makes in the Marketing Materials are true and accurate and supported by adequate substantiation, as applicable; and Vendor does and will comply with all applicable laws, including privacy laws, in its operation of the App and/or Services and collection and use of data collected from Marketplace, App and/or Services customers, purchasers and users. Vendor represents, warrants, and covenants that its payment processor used for processing payments for Apps/Services or within Apps/Services is PCI-compliant.
- Vendor agrees to release, indemnify, and defend us from all third-party claims and costs (including reasonable attorneys’ fees) arising out of or related to: (i) Vendor’s participation in the Marketplace, (ii) the Vendor Materials, (iii) Vendor’s breach of any part of the Agreement, including any representations and warranties, (iv) Vendor’s App and/or Services, including any dispute between you and your end users related thereto, or any allegation that Vendor’s App or Services infringe the intellectual property rights of any third party. We will promptly notify Vendor of any such claim and will provide Vendor (at Vendor’s expense) with reasonable assistance in defending the claim. Vendor will allow us to participate in the defense and will not settle any such claim without prior written consent from us. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by Vendor.