THRYV MARKETPLACE REFERRAL AGREEMENT

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.

Welcome to the Thryv Marketplace, operated by Thryv, Inc. The Thryv Marketplace (the “Marketplace”) is an online “store” provided on web pages we host and manage where we make available to our Thryv business clients certain third-party applications (“App(s)”) and/or services (“Services”) for purchase and/or access from Marketplace “Vendors” like you. This Thryv Marketplace Agreement (the “Terms”) and our Privacy Policy located at www.corporate.thryv.com/privacy make up the agreement between you and us regarding your use of the Marketplace as a Vendor offering your Apps to our clients (the “Agreement”). By submitting your App(s) and/or Services to the Marketplace, you acknowledge that you have read, understand and agree to be bound by the Agreement. Changes to the Agreement will be posted online in advance of their stated effective date, and any such changes will apply to you thereafter if you continue to use the Marketplace. You represent that you have the authority to enter into the Agreement. Note that these Terms do not apply to any integration of your application with Thryv (as defined below) including any exchange or passing of data to/from Thryv except as specifically provided in Section 2 regarding referrals from the Marketplace to your Vendor Web Page (as defined below). In the event that your application or services involve any integration with Thryv, please refer instead to our Thryv Integration Partner Program at https://www.thryv.com/partners/integration/.

1. DEFINITIONS.
   1. “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.
   2. “We”, “us” or “our” means Thryv, Inc., the provider of Thryv and host of the Marketplace, and our subsidiaries.
   3. “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.
2. OVERVIEW. 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.
3. 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.
4. 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 [email protected]. 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.
5. LICENSES/TRADEMARKS.
   1. 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.
   2. 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 protected]. 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.
6. 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.
7. 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.
8. INDEMNITY. 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.
9. DISCLAIMER. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, WE ARE PROVIDING VENDOR THE OPPORTUNITY TO OFFER AND SELL ITS APPS/SERVICES IN AND FROM THE MARKETPLACE, AND THE MARKETPLACE IS PROVIDED ON AS “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE. WE MAKE NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIM ALL LIABILITY FOR: (i) ADVERTISING CLAIMS MADE BY OTHER VENDORS; (ii) ALLOWING COMPETITORS OF VENDOR TO ALSO OFFER/SELL APPS/SERVICES IN THE MARKETPLACE; (iii) THE NUMBER OR AMOUNT OF SALES OR APP/SERVICES TRANSACTIONS VENDOR MAY MAKE IN AND FROM THE MARKETPLACE; AND (iv) AVAILABLITY AND UPTIME OF THE MARKETPLACE.
10. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THRYV, INC. WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE MARKETPLACE. OUR AGGREGATE LIABILITY TO VENDOR FOR DIRECT LOSSES OR DAMAGES IN CONNECTION WITH THE MARKETPLACE OR THIS AGREEMENT IS LIMITED TO THE FEES PAID TO US IN CONNECTION WITH THE MARKETPLACE IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
11. GENERAL.
    1. Waiver of Class Action and Jury Trial and Consent to Binding Arbitration. 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. The arbitrator shall be empowered to render full and complete resolution of the dispute and shall assess all reasonable attorneys’ fees and costs, including the costs of the arbitration and the arbitrator’s compensation, against the losing party.
    2. Governing Law and Jurisdiction. You agree that the Agreement will be governed by Texas law. For all claims and disputes that are not subject to arbitration pursuant to Section 11.1, exclusive venue and jurisdiction will be in the state and federal courts located in Tarrant County, Texas. If either party commences an action against the other relating to the Agreement including, but not limited to, for failure to abide by any of the terms of this Agreement, the prevailing party in such action will be entitled to recover all costs including, but not limited to, reasonable attorneys’ fees associated with the action. Such relief is in addition to any other relief which may be awarded to the prevailing party.
    3. Entire Agreement. This Agreement supersedes all prior terms, agreements, discussions and writings regarding the Marketplace and constitutes the entire agreement between Vendor and us regarding the Marketplace. If any provision in the Agreement is found to be unenforceable, then that provision will not affect the enforceability of the remaining provisions of the Agreement, which will remain in full force and effect. In the event of a conflict between these Terms and the Thryv website Terms of Use, these Terms will govern.
    4. Waiver. No waiver of any terms will be deemed a further or continuing waiver or such term or any other term. Our failure to assert a right or provision under the Agreement will not constitute a waiver of such right or provision.
    5. Assignment. You will not assign or transfer the Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign the Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
    6. No Third-Party Beneficiaries. Nothing in the Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.
    7. Changes to the Marketplace. We may add or change features of the Marketplace and may do so without notice, provided that Vendor may terminate the Agreement immediately if Vendor disapproves of such change.
    8. Survival. Sections 7 -11 of these Terms, as well as the Thryv website Terms of Use and our Privacy Policy, as applicable, shall survive termination of this Agreement.