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Integration Marketplace End User Addendum

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Vercel Integration Marketplace End User Addendum
    1. Access to the Marketplace
    2. Third-Party Apps and Offers
    3. Fees
    4. Payment Terms for Enterprise Customers
    5. Refunds
    6. Vendor EULA
    7. Support and Maintenance
    8. Intellectual Property
    9. Vendor Access to Data
    10. Vercel Use of Marketplace Data
    11. Changes to the Marketplace
    12. Term and Termination
    13. Disclaimer for Third-Party Apps
    14. Disclaimer for Marketplace
    15. Links to Third Party SItes
    16. Limitations of Liability
    17. Changes to this Addendum

This Marketplace Addendum (“Addendum”) to our Terms of Service or Enterprise Terms and Conditions, or any other agreements you have entered into with Vercel, Inc. (collectively, the “Terms”) is effective as of the date that you first accept this Addendum (“Addendum Effective Date”) and applies to your use of Vercel's Marketplace (as defined below). By clicking to accept this Addendum, you agree to be bound by the terms and conditions of this Addendum, and if you are entering into this Addendum on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity to this Addendum.


This Addendum applies to “you,” a person or entity that is a Vercel user or customer holding a license or subscription to the Vercel platform (e.g., Hobby, Pro, or Enterprise) solely with respect to your use of the online marketplace owned and operated by Vercel (“Vercel Marketplace”) where Third-Party Applications (as defined below) may be offered for your use with Vercel's platform. Except as may be expressly set forth herein, your use of the Vercel Marketplace is governed by this Addendum and not by the Terms. You are fully responsible for compliance with this Addendum by anyone using the Vercel Marketplace or purchasing any Offers (as defined below) on your behalf. Any person using the Vercel Marketplace or purchasing an Offer on behalf of a Vercel user or customer is binding that Vercel user or customer to this Addendum.


Access to Vercel Marketplace is not guaranteed for all Vercel users or customers, and may depend on the then-current terms of your license or subscription to the Vercel platform. If you are an Enterprise user and wish to use Vercel Marketplace on behalf of your organization, you may need to contact your account administrator for access.


Please read these terms and conditions carefully, as different terms may apply to you based on the plan level you have selected.


1. Access to the Marketplace

Subject to your compliance with the Terms and this Addendum, Vercel hereby grants you the right to access and use the Marketplace for your personal and internal business purposes. Except as expressly set forth below, you agree that your access and use of the Marketplace comprises “Services” under the Terms and all other terms and conditions of the Terms shall remain in full force and effect with respect to your access and use of the Services, including Marketplace. If any terms of this Addendum conflict with the Terms, the conflicting terms in this Addendum shall control with respect to the Marketplace.


2. Third-Party Apps and Offers

The Vercel Marketplace publishes software applications (“Third-Party Apps”) for offers from third-party developers (“Vendors”), including via initial sales or renewals, subscriptions, licenses, free trials, and other types of offers (“Offers”). Some Third-Party Apps are made available at no charge and others require the payment of fees. Vendors create, own and are responsible for their own Third-Party Apps as further described in this Addendum.


3. Fees

To receive access to paid Third-Party Apps, you must pay Vercel any applicable fees, including all taxes, indicated in the Offer. By purchasing an Offer for a Third-Party App, you authorize Vercel to manage and process billing for your use of the Third-party App on behalf of the Vendor, including any fees based on Vercel's assessment of your usage of such Third-Party App. You acknowledge and agree that Vercel is the Vendor's commercial agent and that you are required to make any related payments for all amounts due directly to Vercel (and your contract and Order Form, if applicable, with Vercel includes this Addendum and any applicable order). However, after you complete your purchase of the Offer, your usage of any Third Party Apps will be governed by the applicable EULA.


a. Payment Terms for Enterprise Customers

Without limiting the foregoing, the following additional terms apply to you if your access, license or subscription to the Vercel platform is on an Enterprise plan. In order to access and use Marketplace, you must provide a valid credit card or other payment method approved by Vercel for fees incurred by you or your users' acceptance of an Offer and/or usage of Third-Party Apps. You hereby authorize Vercel to charge the credit card that you or your users' provide us or invoice you for such fees. Invoices are due and payable within thirty (30) days of the invoice date. You acknowledge and agree that any fees incurred by your users are authorized on your behalf. Fees incurred on Marketplace are not eligible to be paid via pre-committed Managed Infrastructure Units (MIUs) or credited against other payments you have made to Vercel.

4. Refunds

For refunds of Offers on Marketplace, you must contact the Vendor who Offered you the Third-Party App. If the refund request is approved by the Vendor, the Vendor will then inform Vercel to enable the refund via the Marketplace. Except as expressly provided in this Section 2.3, all accepted Offers are non-cancelable and non-refundable.


5. Vendor EULA

Without limiting the disclaimers, restrictions or other provisions in this Addendum or the Terms, Your use of each Third-Party App is governed by the applicable end user license agreement, subscription terms, privacy policies or other terms between you and the Vendor providing the Third-Party App to you (“EULA”). Vendor's EULA is typically included on the Third-Party App's Offer or presented in the Offer acceptance process. By accepting an Offer, or ordering, installing, or enabling any Third-Party App, you are entering into the EULA directly with the applicable Vendor. For clarity, a Third-Party App does not form part of Vercel's Services (as defined in the Terms, or if not defined, the services provided by Vercel to you). Vercel is not a party to, or responsible for compliance with any EULA, and does not guarantee that any EULA is sufficient for your needs.


6. Support and Maintenance

Vercel will provide support for the operation of the Marketplace. Notwithstanding support standards contained in your Terms, Vercel's support team aims to respond to all requests from users on paid subscriptions regarding Marketplace in a timely manner and as soon as practically possible. Customers are prioritized based on their plan and the severity of their issue. Any support and maintenance of Third-Party Apps will be provided by the applicable Vendor and only to the extent described in the applicable EULA. Vercel is not responsible for any support and maintenance for Third-Party Apps, and a Vendor's failure to provide any support or maintenance does not entitle you to any refund.


7. Intellectual Property

Except for the rights expressly granted to you in this Addendum and in the EULA for each Third-Party App, all right, title and interest (including intellectual property rights) in the Marketplace are reserved by Vercel, and all right, title and interest (including intellectual property rights) in the Third-Party Apps are reserved and retained by their respective Vendors and licensors.

8. Vendor Access to Data

By purchasing or enabling an Offer for a Third-Party App, you agree that you are instructing Vercel to share certain data with the Vendor to complete your transaction, such as email address, Vercel ID, and details about your usage. Vendors are responsible for providing privacy statements that describe their privacy practices with respect to your data collected by their Third-Party Apps or any of your information that they receive from Vercel. Unless indicated otherwise, Vercel's Privacy Policy will not apply to any third party Offer or to Vendor's use of any your or other information. Vercel is not responsible for any access, use, transfer or security of data or information by Vendors or by Third-Party Apps, or for the security or privacy practices of any Vendor or such Vendor's Third-Party Apps and third party processors. You are solely responsible for your decision to permit any third party Vendor or Third Party App to access or use data to which you've granted access.


9. Vercel's Use of Marketplace Data

Any data that Vercel collects from you based on your use of the Marketplace or that Vercel receives from Vendors on your behalf (e.g., information related to purchased Offers) is subject to Vercel's Privacy Policy. In addition, you authorize Vercel to collect and use data related to your use of the Marketplace and Third-Party Apps in order to facilitate the provision of the Marketplace and Third-Party Apps to you. Vercel may permit Vendor to use this information to improve their respective products or to provide services or technology to you.


10. Changes to the Marketplace

There may be times when Vercel needs to remove or change features or functionality of the Marketplace or stop providing access to an Offer (including subscription Offers) and Marketplace altogether. Vendors may also update, modify, or remove their Third-Party Apps at any time, and the Marketplace, Offers, or other materials offered through the Marketplace may be unavailable from time to time. In the event that Vercel removes a Third-Party App from the Marketplace, Vercel will endeavor, but is not required to, provide notice of such removal and you are responsible for discussing any future use of, and payment for, the Third-Party App directly with Vendor. Vercel may release the Marketplace or its features in a preview or beta version, which may not work correctly or in the same way the final version may work.

11. Term and Termination

Your rights hereunder will automatically terminate upon your failure to comply with any of the provisions in this Addendum. In case of such termination, you must cease all use of the Marketplace and follow any instructions from Vercel to disable and/or decommission the Third-Party App, and Vercel may immediately revoke your access to the Marketplace without notice to you and without refund of any purchases. You agree that you are obligated to pay Vercel any fees owed for any period in which you use a Third-Party App regardless of the status of any termination. Vercel may terminate this Addendum without notice to you if Vercel, in its discretion, discontinues the Marketplace. If this Addendum terminates, your rights to use any previously obtained Third-Party Apps will survive in accordance with the applicable EULA.


12. Disclaimer for Third-Party Apps

You acknowledge and agree that you may interact with the software, content, and materials of third parties by accessing or using Marketplace, and that such third-party software, content, or materials may not comply with security, privacy, safety, support, legal or other standards contained in your Terms. Vendors are solely responsible for their Third-Party Apps and any related content or materials included in their Apps and you are responsible for independently verifying that any Third-Party Apps or Vendor business practices meet your needs and minimum business standards. You acknowledge and agree that any indemnification obligations or representations by Vercel in the Terms shall in no event extend to Third-Party Apps. Vercel has no liability or responsibility whatsoever for any Third-Party Apps, including their accuracy, reliability, availability, security, data handling, data processing, completeness, usefulness or quality, even if Vercel is hosting such App. These disclaimers apply even if a Third-Party App complies with Vercel's development guidelines (available at https://vercel.com/docs/integrations/create-integration/submit-integration#technical-specs), and even if Vercel has reviewed, certified, or approved the Third-Party App. Any use of Third-Party Apps is at your sole discretion and risk. Vendors are solely responsible for ensuring that any information they submit in connection with the Marketplace is accurate, complete and correct, and Vercel is not responsible for the standards or business practices of any Vendor (whether support, availability, security or otherwise). Vercel makes no guarantee that any Third-Party App will work properly with Vercel's Services or that Third-Party Apps will continue to work with Vercel's Services as they change over time.


13. Disclaimer for Marketplace

THE MARKETPLACE IS PROVIDED “AS IS,” “WITH ALL FAULTS,” AND “AS AVAILABLE” AND TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, VERCEL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO YOUR USE OF THE MARKETPLACE OR OFFERS INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT WITH RESPECT TO THE MARKETPLACE AND OFFERS. VERCEL DOES NOT WARRANT THAT THE MARKETPLACE OR OFFERS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CUSTOMER DATA LOSS WON'T OCCUR, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MARKETPLACE, THIRD-PARTY APPS OR OFFERS. This Section and the previous Section do not limit the disclaimer for Services in the Terms, which continues to fully apply.



15. Limitations of Liability

EXCEPT FOR YOUR BREACH OF YOUR OBLIGATION TO PAY FEES, NEITHER PARTY NOR ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL BE RESPONSIBLE OR LIABLE WITH RESPECT TO THE TERMS AND CONDITIONS OF THIS ADDENDUM OR THE SUBJECT MATTER THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES; OR FOR ANY DIRECT DAMAGES, COSTS, LOSSES, OF LIABILITIES IN AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE AMOUNT YOU PAID TO VERCEL FOR THE THIRD-PARTY APP RELATED TO YOUR CLAIM IN THE 6 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER THIS AGREEMENT.


These limitations and exclusions apply even if this remedy doesn't fully compensate you for any losses or fails of its essential purpose. To the maximum extent permitted by law, these limitations and exclusions apply to anything related to this Marketplace Addendum, such as: (i) loss of your data; (ii) any dispute with a Vendor, (iii) any virus affecting your use of any Third-Party Apps; (iv) delays or failures in starting or completing transmissions or transactions; (v) claims for breach of contract, warranty, guarantee, or condition; (vi) strict liability, negligence, misrepresentation, omission, trespass, or other tort; (vii) violation of statute or regulation; or (viii) unjust enrichment.


Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE STATES, VERCEL'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. This Section and the previous Section does not alter the limitations of liability in the Terms for Services other than Marketplace, which continue to fully apply.


16. Changes to this Addendum

Vercel may change this Addendum from time to time by providing notice either by emailing the email address associated with your account, posting the revised Addendum to Marketplace, or through notifications within the Services. The revised Addendum will become effective immediately after Vercel sends you any notice of such changes by any of the means above. If you use or access Marketplace after that date, your use or access will constitute acceptance of the revised Addendum. If you do not agree to the changes, you must stop using Marketplace.