This Agreement, referred to as the Lexzur Third-Party Marketplace Developer Agreement, establishes a legally binding contract between Lexzur LLC (referred to as “Lexzur,” “we,” or “us”) and the individual or entity registering as a vendor or partner within the Lexzur Marketplace (referred to as “Marketplace Partner” or “You”). If You are an individual using the Lexzur Marketplace on behalf of Your company, organization, or another entity (such as an employee representing that entity), then “You” represents Your entity, and You are jointly committing both Your entity and Yourself to adhere to this Agreement.

Lexzur and Marketplace Partner hereinafter referred to as “Parties” and each a “Party”.

Within the framework of this Agreement, You designate and empower Lexzur as Your commercial agent to promote, sell, test, and distribute Marketplace Apps (as defined below) based on the terms and conditions outlined in this Agreement. Lexzur accepts this appointment. Prior to consenting to this Agreement, we urge You to thoroughly review the terms and conditions provided below. It’s important to note that the Lexzur Marketplace is not intended for use by individuals under the age of 16.

It is not necessary to physically sign this Agreement for it to be legally binding. Your agreement to the terms of this Agreement is indicated by either (i) selecting the checkbox (or taking a similar action) to accept this Agreement or the Terms and Conditions of Lexzur when presented to You during the registration process to list Your products on the Lexzur Marketplace, or (ii) by submitting any Marketplace App to the Lexzur Marketplace.

Lexzur retains the right to modify this Agreement periodically, in accordance with the terms outlined in Section 17 (Agreement Changes) below.

1.Introduction to the Lexzur Marketplace

The Lexzur Marketplace serves as a platform that facilitates the connection between partners who develop applications (referred to as “Apps”) for Lexzur products and potential end users. These Apps can be created using the Lexzur Platform and are designed for use with Lexzur’s products. As a partner, You have the flexibility to determine whether You want to charge a fee for Your Apps. Furthermore, You have the option to offer Your Apps at no cost in certain situations. This arrangement provides You with a range of choices regarding the pricing and distribution of Your Apps within the Lexzur ecosystem.

2. Key Definitions

2.1. “Lexzur Marketplace” or “Marketplace” means marketplace.lexzur.com  or any other webpage, application, interface, service or in-product experience at which Lexzur makes available or lists Apps and any other location that allows for the discovery, download or purchase or Apps.

2.2 “Lexzur Marks” means the trademarks, trade names, service marks and logos owned or otherwise used by Lexzur, its shareholders, holding company or sister companies. Nothing contained herein shall grant You any ownership right in the Lexzur Marks or any other Lexzur intellectual property.

2.3. “Lexzur Platform” means all the products, portals, apps and marketplaces developed and owned by Lexzur.  

2.4. “End User Data” means any data, content or information of an end user that is accessed, collected or otherwise processed by You or Your App in connection with use of the Lexzur Marketplace. 

2.5. “End User Privacy Policy” means a legally adequate privacy policy provided to each end user from whom You or Your App collects, accesses, or otherwise processes End User Data.

2.6. “End User Terms” means a legally adequate agreement governing end user use of Your Apps.

2.7. “Marketplace Apps” or “Apps” means cloud and downloadable applications, plug-ins or extensions that are designed to interoperate with Lexzur’s own software and cloud offerings (through use of the Lexzur Platform) and that You deliver to Lexzur or make available through the Marketplace, as further described in Section 3.1 (Types of Apps). “Apps” also include any New Versions of existing Apps.

2.8. “New Versions” means any enhancements, upgrades, updates, bug fixes, patches, new versions and other modifications and amendments to Your Apps.

2.9. “Partner Portal” means the online platform made accessible to Marketplace Partner by Lexzur on which Lexzur from time to time will communicate program details and changes, and provide sales tools and services, to Marketplace Partner. 

2.10. “Security Incident” means any actual or suspected (a) unauthorized access, acquisition, use, disclosure, modification, loss or destruction of End User Data in the possession or control of You or agents or contractors working for / with You (whether intentional or accidental), (b) security vulnerability or compromise of Your App or (c) issue involving Your App that materially degrades Lexzur systems or networks.

2.11. “Similar Service” means, in relation to Paid-via-Lexzur Apps, any online distribution service or channel (other than the Lexzur Marketplace) that makes such Apps available for sale, use or download to end users and/or channel partners, including any website or other distribution method operated by You.

2.12. “General Terms and Conditions” means the general terms and conditions published on Lexzur’s website.

3. Using the Marketplace to Publish Your Apps

3.1. Types of Apps. Currently, the Lexzur Marketplace allows You to offer the following types of listings for Marketplace Apps. You designate Your listing type using Your vendor account on the Lexzur Marketplace (subject to approval by Lexzur), based on the options below: 

4. Financial Terms

This Section 4 (Financial Terms) shall only apply to Paid-via-Lexzur Apps.

4.1. List Price. 

(a) Generally. You have the discretion to set the initial List Prices for Your Paid-via-Lexzur Apps. Lexzur will determine pricing for renewals, upgrades, New Versions, and other support and maintenance according to its standard formulas and policies. “Sale” includes initial or renewal sales, subscriptions, or licenses of Your Paid-via-Lexzur Apps through the Lexzur Marketplace, including Follow-on Sales.

(b) Similar Services. Your List Prices cannot exceed, at any time, the lowest list price or suggested retail price for each applicable pricing tier for Your Paid-via-Lexzur App available on any Similar Service or the lowest actual price at which You make the Paid-via-Lexzur App available for sale through any Similar Service. You must update Your List Prices as needed to comply with this requirement.

4.2. Revenue Share. For each Sale, Lexzur will pay You the applicable Revenue Share which will be 75%, and 25% will be the share of Lexzur, unless otherwise agreed in writing. The Revenue Share excludes taxes and separately stated fees or charges. Lexzur will pay the Revenue Share for Sales for which it has received the full payment in the bank account of Lexzur in cleared funds from or on behalf of an end user. The current Revenue Share details can be amended by Lexzur with notice, and any changes will be effective 30 days after notice.

4.3. Currency Conversion. Unless otherwise specified in the Marketplace Guidelines, You will designate Your List Price in United States Dollars (USD) and Lexzur will make all Revenue Share payments to You in USD. In certain non-United States countries, Lexzur may, in its discretion, list Your Apps and make Sales to end users in currencies other than USD. In this case, Your USD denominated Revenue Share payment may fluctuate, and Lexzur will make the applicable currency conversions for Your Revenue Share payment in accordance with international currency conversions.

4.4. Payment by Lexzur. Lexzur will pay You the Revenue Share due 30 days after the end of the calendar month in which the payment is cleared in the bank account of Lexzur. Payment will be made via Electronic Funds Transfer (EFT) to a valid bank account in Your name. Lexzur may accrue and withhold payments until the total amount due to You (net of any tax withholding) reaches at least USD1000 (One Thousand US Dollars). Any bank fees related to wire transfers are Your responsibility.

4.5. Refunds; Withholding of Revenue Share. Lexzur may issue refunds to end users or Lexzur Partners in its discretion. If a refund or chargeback occurs, Lexzur has the right at its own discretion to request settlement of the amount by the Marketplace Partner. If a refund is issued before You receive the Revenue Share for the Sale, You won’t receive a Revenue Share on the refunded portion. If a refund or chargeback occurs after You’ve been paid the Revenue Share, Lexzur have the right to request settlement of the refund/charge back the amounts paid and may offset the refunded amount against future payments to You.

4.6. Use of Certain Information. Lexzur will only use Your banking and payment information for purposes related to financial transactions under this Agreement. Lexzur will not disclose Your sales and financial data to third Parties, except for agents, contractors, and as required by law. However, aggregated sales and financial data related to the Lexzur Marketplace, which may include Your data but not identify You specifically, may be used or disclosed.

4.7. Taxes. Lexzur is responsible for collecting and remitting taxes on sales of Paid-via-Lexzur Apps to end users. You are responsible for any income or other taxes due resulting from payments by Lexzur to You. Unless otherwise stated, the amounts owed to You are exclusive of any applicable taxes. Lexzur may request settlement of any and all taxes paid on sales of Paid-via-Lexzur Apps and may deduct or withhold any taxes payable by You from amounts owed to You, and the reduced amount will be considered full payment.

4.8. Sales through Lexzur Partners and Your Channel Partners. Lexzur has a network of partners who are authorized to resell licenses or subscriptions to Lexzur products (each, an “Lexzur Partner” as described here). You hereby acknowledge that, unless You opt out from allowing Lexzur Partners to resell Your Paid-via-Lexzur Apps, Lexzur Partners will be entitled to purchase Your Paid-via-Lexzur Apps at a discount to the List Price for resale or provision to end users, with the amount of such discount determined at Lexzur’s sole discretion and set forth in the Partner Portal, not to exceed twenty percent (20%) of the List Price. If You make a Paid-via-Lexzur App that is listed in the Marketplace available to a third-party channel partner on a Similar Service at a discount to List Price, You may do so without violating Section 4.1 (List Price) above, as long as such discount does not exceed the discount available to the same third-party channel partner in the Lexzur Marketplace. Lexzur Partners’ discounts may be communicated to You from time to time via the Partner Portal or the Marketplace Guidelines. If You opt out from allowing Lexzur Partners to resell Your Paid-via-Lexzur Apps, then You may not offer such products at a discount to List Price to third party channel partners on a Similar Service.

5. Your Content; License to Lexzur; End User Licensing

5.1. Delivery 

Apps and Product Information. You will deliver Marketplace Apps to Lexzur prior to the initial availability date You designate for the Marketplace App (the “Initial Availability Date”). Together with delivery of each Marketplace App, You will also provide the following information and materials: (a) Marketplace App title, Initial Availability Date, category, Marketplace Partner name, List Prices (if applicable), product description, icon, logo or banner images, security and privacy information, and any other information related to the Marketplace Apps that Lexzur requires; (b) the metadata, graphics, artwork, images, trademarks, trade names, logos and other descriptive or identifying information and materials associated with You or a particular Marketplace App that You wish to appear in connection with Your App; and (c) Your End User Terms and End User Privacy Policy ((a)-(c), collectively, “Product Information”). Together, the Marketplace Apps and Product Information are “Content”.

5.2. Accuracy. You are responsible for providing accurate Product Information. If any Product Information is inaccurate or needs to be updated or modified, You will promptly provide Lexzur with corrections, updates, or modifications.

5.3. Compliance. You will ensure that all Content complies with this Agreement. In Your activities under this Agreement, You also agree to comply with the Lexzur general terms and conditions (as may be modified from time to time by Lexzur).

5.4. License Grant to Lexzur. You grant Lexzur, for the duration of the Term (and subsequently as per Section 11, Term and Termination), a nonexclusive, royalty-free license that is subject to the payment of any applicable Revenue Share. This license is worldwide in scope and includes the following rights and permissions:

(a) Resale and Distribution: Lexzur is granted the right to resell, distribute, or make available (including via download) the Marketplace Apps through the Lexzur Marketplace to end users. This distribution can occur through various electronic means, whether existing now or developed in the future. However, this subsection does not apply to (i) Paid-via-Vendor Apps that You choose to offer for download directly from Your website rather than through Lexzur or (ii) Free Apps that are exclusively available for download from Your own website.

(b) Use and Promotion of Product Information. Lexzur is authorized to use, reproduce, distribute, reformat, create excerpts from, promote, advertise, transmit, publicly display, and perform the Product Information (and any such excerpts). This usage is permitted for promotional purposes in connection with (i) the Lexzur Marketplace and (ii) listings for Your Apps.

(c) Content Use. Lexzur is further permitted to use, store, copy, and distribute Your Content for the following purposes: (i) testing and evaluation, which includes scanning for Viruses, conducted by Lexzur and its third-party vendors; (ii) for the purpose of exercising Lexzur’s rights and fulfilling its obligations under this Agreement; and (iii) for the purpose of enforcing this Agreement and the Marketplace Guidelines.

(d) Internal Use License. Lexzur has the right to use Your Apps for its own internal business purposes within the reasonable scope for which the App’s use is intended (“Internal Use License”). This Internal Use License applies to both Cloud Apps and Software Apps, but it exclusively applies to Software Apps in object code form. Marketplace Partners have the option to decline the Internal Use License by providing notice of such opt-out to Lexzur at [email protected].

5.5. End User Terms. You, and not Lexzur, are responsible for licensing Your Apps to end users, and You are required to provide Your own set of End User Terms and Privacy Policy for each Marketplace App You offer. These End User Terms and End User Privacy Policy must adhere to and be in harmony with the terms and conditions outlined in this Agreement. You explicitly acknowledge and agree that Lexzur bears no responsibility or liability concerning compliance or non-compliance with the applicable End User Terms or End User Privacy Policy, whether by You or any end user.

6. Delivery Commitments and Responsibilities related to End Users

6.1. Delivery Commitment. You are obligated to electronically deliver to Lexzur (and continue to keep available during the Term) all versions of Apps for which You possess the necessary rights as per this Agreement. Additionally, You are required to provide any New Versions of Marketplace Apps, along with associated Product Information, promptly upon their availability. For Paid-via-Lexzur Apps, You must deliver to Lexzur all versions and editions of the App (including New Versions) that You or Your affiliates make accessible directly or indirectly through any Similar Service. This delivery should occur no later than the date You allow the corresponding version or edition to be listed for sale on any Similar Service.

6.2. End User Support. You are expected to make commercially reasonable efforts to offer telephone, web-based, and/or email support to the end users of Your Marketplace Apps during normal business hours. This excludes Free Apps, for which You must provide the support You have committed to for end users. Furthermore, You are required to furnish Lexzur with an up-to-date email address for inquiries from end users regarding Your Marketplace Apps. You bear sole responsibility for providing all support related to Your Marketplace Apps, as well as providing end users with all necessary information for the use of Your Marketplace Apps. At a minimum, You agree to respond within 24 hours to any support request marked as critical by Lexzur, and within five business days in all other cases, following a request from an end user or Lexzur.

7. Reservations of Rights

In accordance with this Agreement, You retain all rights, title, and interest in and to the Content that You provide to us. Subject to Your rights in the Content, Lexzur maintains all rights, title, and interest in and to the Lexzur Marketplace, Lexzur Platform, all Lexzur products, and all technology, content, information, services, trademarks, and other intellectual property associated with these entities.

8. Additional Lexzur Marketplace Terms

8.1. Prohibited Actions; Responsibilities. 

(a)You are prohibited from engaging in reverse engineering, disassembling, or decompiling any Lexzur code or technology used in connection with the Lexzur Marketplace, including the Lexzur Platform.

(b)You must not take any actions that interfere with, damage, or access or use in an unauthorized manner the hardware, software, networks, technologies, or other assets or services of Lexzur or any end user or third party.

(c)You agree not to make any representations, guarantees, or warranties that (1) violate any laws or regulations, including those related to false advertising or consumer protection, (2) pertain to Lexzur, the Lexzur Marketplace, or Lexzur’s products or services, or (3) are made by Lexzur or on its behalf, including regarding the handling of Security Incidents.

(d) In all Your activities under this Agreement, You commit to conducting Yourself in a professional manner and refraining from disparaging or devaluing Lexzur or the Marketplace.

8.2. Lexzur Marketplace Operations. 

(a) Lexzur retains sole discretion in determining all features and operations of the Lexzur Marketplace. You acknowledge that Lexzur is not obligated to promote, distribute, list, or offer for sale any Marketplace App, and it may choose to discontinue such activities at its discretion.

(b) Regarding Paid-via-Lexzur Apps only, Lexzur is responsible for and possesses sole discretion related to processing payments, collecting payments, addressing refund requests, and providing customer service in connection with its obligations. It’s important to note that all sales conducted through the Lexzur Marketplace will be processed by Lexzur’s payment systems and will be subject to the Revenue Share terms outlined above.

(c) Lexzur will have exclusive ownership and control over all sales and other data it obtains from end users in connection with the Lexzur Marketplace.

8.3. End User Data and Privacy‐Related Obligations.

(a) End User Data. An end user may grant You or Your Apps access to End User Data. Based on Your activities under this Agreement, Lexzur may provide You with access to End User Data.

(b) Collection and Use. You are responsible for obtaining all necessary rights, permissions, and consents from end users for Your access, collection, storage, transmission, processing, use, disclosure, sharing, and other handling of any End User Data. Ensure that all such processing complies with Your End User Terms, End User Privacy Policy, and all applicable Laws. If You retrieve End User Data directly from Lexzur (e.g., end user contact information) via Lexzur-provided APIs, portals, or similar means, You must limit Your access and processing of such information to that which is (a) authorized by the end user or (b) necessary for the functionality of Your App. Selling, sharing or transmitting any End User Data is strictly prohibited. Generally, sharing transmitting, using or disclosing any End User Data in contradiction to the provisions of (i) this Agreement, (ii) End User Protection policy, terms and conditions applied to End User, (iii) any applicable laws and regulations, is strictly prohibited. Lexzur shall not be liable for, or have any responsibility in connection with, End User Data processed by You or Your App, and such activities related to End User Data are not on behalf of Lexzur.

(c) End User Communications. You may use End User Data to communicate directly with end users only where required by Law or as consented to or requested by the end user. But You may not send marketing messages to end users within any user experience integrated with Lexzur Products without Lexzur’s express written consent.

(d) End User Terms. You must ensure that end users agree to Your End User Terms, which must comply with all applicable Laws and clearly describe how platform quotas and limits for Forge Apps or any other relevant usage limits may affect an end user’s use of Your Apps.

(e) End User Privacy Policy. You are obligated to provide a clear, comprehensive, and easily visible End User Privacy Policy that informs end users of (1) how You access, collect, and process End User Data, (2) with whom You share End User Data, (3) the countries where End User Data will be stored, and (4) that You (not Lexzur) are responsible for processing End User Data. This policy must also include other disclosures mandated by Laws. You are required to adhere to the terms and conditions of Your End User Privacy Policy and promptly inform end users and Lexzur of any significant changes to it.

(f) Security. Employ industry-standard security measures suitable for all End User Data and Your processing activities. These measures must be adequate to preserve the confidentiality and security of End User Data and to comply with all applicable Laws. You must also adhere to any security, coding practices, authentication, encryption, or other requirements for Apps outlined in the Security Requirements, address all identified security vulnerabilities promptly within the timeframes specified in the Security Requirements.

(g) Security Incidents. In the event of discovering or being notified about a Security Incident, You must promptly and without any delays (within a period not exceeding 12 hours) inform Lexzur through [email protected]. Your notice should provide Lexzur with information about the Security Incident and its potential impact on Lexzur Products, end users, or End User Data. In case of a Security Incident, You bear sole responsibility, at Your own cost, for investigating, remediating, and notifying affected end users and regulatory authorities in compliance with Laws and industry standards. However, any breach notifications to end users that directly or indirectly reference Lexzur must be approved by Lexzur. You are also responsible for maintaining up-to-date contact information for Security Incidents in Your developer account. Lexzur may, without limiting any other reserved rights of termination or suspension, remove Your App from the Lexzur Marketplace or suspend the use or access of Your App to Lexzur products due to a Security Incident.

9. Lexzur Control of Marketplace

Lexzur holds the sole discretion to decide whether to make any Marketplace App available or list it in the Lexzur Marketplace. Lexzur also reserves the right to remove any App from the Lexzur Marketplace. Lexzur may halt any transaction or take any other necessary actions to restrict access to or availability of any Content that does not comply with this Agreement or that could potentially have an adverse impact on end users or on Lexzur. The fact that a Marketplace App is included in the Lexzur Marketplace does not absolve You of Your responsibility to ensure that the Marketplace App complies with this Agreement or to fulfill other obligations as stipulated in this Agreement.

10. Term and Termination

10.1. Term. The term of this Agreement (the “Term”) will begin on the date You agree to it in the manner set forth in the third paragraph of this Agreement and will continue until You or Lexzur terminates it.

10.2. Termination Rights.

(a) Either Party has the right to terminate this Agreement by providing a written notice at least 7 Calendar days (7) days in advance to the other party. Furthermore, either party may terminate this Agreement by giving written notice to the other party under the following circumstances: (1) the other party becomes the subject of a bankruptcy petition or any other insolvency-related proceeding, or makes an assignment for the benefit of creditors, (2) the party breaches its confidentiality or privacy-related obligations outlined in this Agreement, or (3) it infringes or misappropriates the intellectual property rights of the terminating party.

(b) Lexzur retains the right to terminate this Agreement (and/or suspend or terminate either Your Marketplace account or this Agreement regarding specific Apps) immediately upon notice to You, or as specified by Lexzur at the time, in the following situations: (i) Lexzur discontinues the operation of the Marketplace, (ii) You violate Lexzur’s general terms and conditions or this Agreement, (iii) Lexzur, at its discretion, determines that Your participation in the Marketplace could lead to legal or business liability for Lexzur or any third party, or otherwise harm the Marketplace, other Marketplace partners, or users. convenience

10.3. Effect of Termination; Transition. 

(a) Pending Orders; Transition Period. After the termination or expiration of this Agreement or the removal of Your App from the Marketplace, the following will occur: (i) at Lexzur’s discretion, Lexzur may choose to fulfill any pending end user orders for Apps that were in progress as of the termination date, and (ii) Lexzur will make reasonable efforts to remove the listing for Your App within a period not less than forty-five (45) days after the effective date of termination (or within the same period after notice of termination if specified by Lexzur). Lexzur may also retain copies of Your Content after termination, expiration of this Agreement, or the withdrawal of Your App for its own record-keeping purposes.

(b) End User Rights. Unless specified otherwise by Lexzur, all end user licenses and subscriptions for Apps (including any associated support or maintenance periods) will continue to be in effect after the termination or expiration of this Agreement, Lexzur may continue to make Your Apps available for further access, downloads, or re-downloads by existing end users of those Apps during the duration of their relevant license, subscription, or maintenance term (even after the Transition Period), either directly or through Lexzur Partners.

(c) Your Transition Obligations. If You are a Marketplace Partner offering Paid-via-Lexzur Apps, You have the following responsibilities before the Transition Period expires, in line with Lexzur’s guidance and instructions: (1) For Cloud Apps, ensure the App (including any New Versions) remains available to Lexzur and Marketplace users on a hosted basis at least until the conclusion of any Surviving Terms for all end users who have purchased such Apps. (2) Take all necessary actions to transition existing end users with Surviving Terms to Your non-Lexzur licensing mechanism. This may include providing an equivalent product that integrates with Lexzur applications without relying on Lexzur Connect, contacting end users and offering access, installation, and migration instructions, along with equivalent license terms and keys, and/or providing end users with data migration tools and migration assistance. (3) Arrange for ongoing support and maintenance (including New Versions) for Your Apps for all end users who have purchased such rights for the duration of the committed support and maintenance term. (4) Communicate these matters accurately and professionally to end users. Communication to A4L

For clarity, after termination, You are not obligated to provide any New Versions of Your terminated App to Lexzur for distribution under this Agreement. However, Lexzur’s post-termination rights will apply to the latest version of the App You provided to Lexzur under this Agreement (and any previous versions).

10.4. Survival. The following sections of this Agreement will remain in effect after termination or expiration of this Agreement and any Transition Period: Sections 4 (Financial Terms), 5.2 (Accuracy), 8 (Additional Lexzur Marketplace Terms) and 10 (Term and Termination) through  19 (General).

11. Representations and Warranties

You represent and warrant that:

11.1. You are at least 16 years old and have the capacity to enter into a legally binding contract. If You are representing a business or another legal entity as the Marketplace Partner and not an individual, the individual entering into this Agreement on behalf of the Marketplace Partner asserts that they possess all the necessary legal authority to bind the Marketplace Partner to this Agreement;

11.2. You have the full right, power, and authority to enter into and fully perform this Agreement;

11.3. Prior to providing any Content to Lexzur or listing Content in the Lexzur Marketplace, You have secured all the rights essential for the exercise of all rights granted under this Agreement and to end users concerning the Content. You also acknowledge sole responsibility for and will duly compensate any licensors or co-owners any royalties or other payments owed to them concerning such Content;

11.4. None of the following will violate any applicable laws, contain any defamatory material, or infringe upon or violate the intellectual property, proprietary, or other rights of any individual or entity. This includes contractual rights, copyrights, trademarks, patents, trade dress, trade secrets, common law rights, rights of publicity or privacy, and moral rights: (i) the exercise of any rights granted under this Agreement; (ii) the Content; (iii) the sale or distribution of the Content as envisaged in this Agreement; or (iv) any notices, instructions, or advertising created by You for or in connection with any Content;

11.5. You represent and warrant that Yours Apps/Content does not infringe any IP or third-party rights. You will immediately notify Lexzur if You lose any IP rights related to Your Marketplace Apps or become aware of a third-party claim related to these rights;

11.6. Your Content will not contain any viruses, spyware, “Trojan horses,” or other “malware” or harmful code (“Viruses”), and will not cause injury to any person or damage to any property; and

11.7. You will incorporate any required attributions, copyright information, and other notices, terms, and conditions to be provided to end users (e.g., as part of Your End User Terms) based on Your use of third-party “open-source” software or other third-party intellectual property in any App. Additionally, You will promptly provide the source code corresponding to any App or portion thereof if mandated and in the manner specified by applicable third-party terms and conditions. Lexzur’s utilization (in any manner as allowed hereunder) of any Content will not expose it to, or lead to a violation of, any open-source or other third-party terms or agreements of any kind.

12. Indemnity

12.1. You will indemnify, defend, and hold harmless Lexzur and its subsidiaries (including its respective affiliates, officers, directors, employees, contractors, and assigns) from and against any loss, claim, liability, damage, action, or cause of action (including reasonable attorneys’ fees) arising from:

1-Any Content or the use of Content (including claims made by or arising from end users).

2-Your breach or alleged breach of this Agreement or the General Terms and Conditions.

3-Any Security Incidents caused by Your Apps or third-party services supporting Your Apps.

In any defense or settlement negotiations, You will keep Lexzur informed of all relevant developments, including the choice of counsel. Lexzur may participate in the defense or settlement of any claim at its own expense. You will provide Lexzur with reasonable notice of any judgment entered against Lexzur or any settlement terms offered to settle a claim. You will not consent to the entry of a judgment or settle a claim without Lexzur’s prior written consent. If You fail to promptly assume and reasonably conduct the defense of a claim or take reasonable action to settle a claim after being provided with sufficient advance notice, Lexzur may take control of the defense (without limiting Your indemnification obligations). Your obligations under this Section 12.1 are independent of Your other obligations under the Agreement.

13. Lexzur Confidential Information

13.1. Definition. All information disclosed by Lexzur that is marked as confidential or proprietary or that You should reasonably understand to be confidential or proprietary is referred to as “Confidential Information.” This includes, but is not limited to, the following:

• Non-public aspects of the Lexzur Marketplace and Lexzur’s applications.
• Non-public aspects of third-party applications listed in the Lexzur Marketplace to which You obtain access because of Your relationship with Lexzur under this Agreement.
• Non-public End User Data provided to You by Lexzur.
• Non-public technology, technical information, and product plans to which You obtain access as a result of Your relationship with Lexzur under this Agreement.

Confidential Information does not include information that:

• Is or becomes generally known to the public.
• Was known to You before its disclosure under this Agreement.
• Is received from a third party without a breach of an obligation owed to Lexzur or anyone else.

13.2. Your Obligations. During the term of this agreement and for a period of 5 years following such term You must: (a) Maintain Confidential Information in confidence, using measures at least as stringent as those You use for Your own confidential information, and not disclose it to any third party. (b) Only use Confidential Information to fulfill Your obligations under this Agreement.

If You are legally compelled to disclose Confidential Information, You must provide Lexzur with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance at Lexzur’s cost if Lexzur wishes to contest the disclosure.

13.3. Injunctive Relief. In event of actual or threatened breach of this Section 14, Lexzur shall have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the Parties that other available remedies may be inadequate.

14. Independent Development; Information You Provide Is Not Confidential.Lexzur may independently develop products or concepts similar to Yours or Your Apps, and neither Lexzur nor third Parties it works with have confidentiality obligations for information You submit in connection with this Agreement, except as outlined in Sections 4.6 (Your financial data).

15. Lexzur Trademarks/Publicity/Intellectual Property

You are prohibited from violating Lexzur’s intellectual property rights, including patents, trademarks, copyrights, and trade secrets. Specific guidelines regarding the use of Lexzur Marks (trademarks) are outlined as follows:

• You must use the Lexzur Marks in accordance with Lexzur’s Trademark Guidelines in the general terms and conditions on Lexzur’s website.
• Usage of Lexzur Marks is permitted only in connection with the sale of Your Marketplace Apps within the Lexzur Marketplace.
• You must follow any other policies communicated by Lexzur concerning the use of Lexzur Marks as keywords in online search engines.
• You are not allowed to register domain names that contain terms that are the same or similar to any Lexzur Marks.
• Upon the expiration or termination of this Agreement for any reason, You must immediately cease all use of the Lexzur Marks unless You are otherwise authorized to continue using them through a separate written agreement with Lexzur.

16. Disclaimers and Limitations of Liability

16.1. Disclaimer of Warranties. The Lexzur Marketplace, Lexzur Marks, and Lexzur Platform are provided as “is,” and Lexzur disclaims all warranties, including merchantability, fitness for a particular purpose, title, and non-infringement.

16.2. Limitations of Liability. Lexzur shall not be liable for any kind of damages, claims or for any indirect, special, incidental, punitive, or consequential damages resulting from the activity of the Marketplace Partner or Apps/Content. In no event shall Lexzur’s aggregate liability exceed Lexzur’s margin in the last 30-days preceding any claim. “Lexzur’s margin” means the amounts received by Lexzur from sales of Your Apps, minus the revenue share Lexzur has paid You.

16.3. Basis of Bargain; Failure of Essential Purpose. The Parties acknowledge that the limitations of liability, disclaimers of warranty, and other provisions related to risk allocation in this Agreement are essential elements of the bargain between the Parties. These provisions will apply even if any limited remedy fails of its essential purpose.

17. Agreement Changes

As the Lexzur Marketplace evolves, Lexzur reserves the right to update this Agreement. Changes to the Agreement will become effective thirty (30) days after notice unless a shorter notice period is specified by Lexzur. Lexzur will notify You of changes by posting an updated version of the Agreement on its website or within the Marketplace or by emailing You at the provided email address. If You do not agree to the changes, You may terminate this Agreement by providing written notice to Lexzur and withdrawing Your Apps from the Marketplace before the changes take effect. If You terminate in this manner, the changes will not apply to You. Otherwise, Your continued participation in the Lexzur Marketplace after the changes take effect constitutes Your acceptance of the changes. You may also be required to agree to the modified Agreement to continue participating in the Marketplace.

18. Dispute Resolution; Governing Law

In the event of any controversy or claim arising from this Agreement, the Parties will attempt to resolve it through consultation and negotiation. If no settlement is reached within sixty (60) days, either party may seek relief as permitted by this Agreement, as outlined below.

This Agreement will be governed by and construed in accordance with the applicable laws of England and Wales. The Parties agree that any legal action, suit, or proceeding arising from or related to this Agreement must be filed exclusively under the courts of England.

Notwithstanding the informal resolution and governing law provisions, Lexzur may seek injunctive relief for violations of intellectual property rights, security issues, confidentiality obligations, or to enforce or recognize any award or order in an appropriate jurisdiction.

19. General

• This Agreement cannot be amended except in writing and signed by both Parties or as specified in the section related to Agreement changes.
• If any provision of this Agreement is found to be invalid by a court with jurisdiction over the Parties, that provision will be restated to reflect the original intentions of the Parties to the extent permitted by applicable law, the rest of the Agreement will remain in full force and effect.
• The term “including” in this Agreement will be interpreted without limitation.
• The Parties to this Agreement are independent contractors, and the use of the term “Partner” does not imply agency, joint venture, or partnership.
• Each Party will bear its own costs and expenses related to this Agreement.
• Lexzur’s failure to enforce any provision of this Agreement does not waive its right to subsequently enforce that provision.
• Lexzur can freely assign, transfer, and delegate its rights and obligations under this Agreement. You may not assign Your rights or obligations without Lexzur’s written consent.
• This Agreement will be binding upon, and inure to the benefit of, the Parties and their respective successors and assigns.
• This Agreement constitutes the entire agreement between the Parties and supersedes any prior or contemporaneous agreements related to its subject matter.
• Notice under this Agreement can be provided via email to [email protected] or other specified addresses. The date of receipt for email notices is the date of transmission.
• Marketplace Partner remains solely responsible for its Apps and their quality, sufficiency, security and support, notwithstanding Lexzur’s approval, if granted, for a Marketplace Partner to participate in an App Program or use any badge.