These
FULL VENDOR Terms and Conditions (“Terms”) are entered into between FULL
VENDOR, LLC, including its affiliates (collectively, “FULL VENDOR”),
and you and your company (“Vendor”, “you”, or “your”).
These Terms apply to Vendor’s publication of information regarding Vendor’s
software, data, media, service, product, or other offering (“Vendor Offering”)
and product information and images regarding your Vendor Offering (“Listing
Information”) on the site maintained by FULL VENDOR where it provides
information about certain third-party offerings (“FULL VENDOR”). By
submitting your Vendor Offering to FULL VENDOR for publication on the FULL
VENDOR You represent and warrant that you have the authority to bind
Vendor to these Terms and agree to bind Vendor to these Terms.
1. Submission, Approval, and Publication of
Vendor Offerings
(a) Submission Process. In order to participate in the FULL VENDOR ,
Vendor must submit a request in the form required by FULL VENDOR. The
requirements for each submission are set forth in FULL VENDOR’s current
publishing guidelines (“FULL VENDOR Publishing Guidelines”) located at https://fullvendor.com,
which FULL VENDOR may update from time to time in its sole discretion. The FULL
VENDOR Publishing Guidelines include minimum requirements for Vendors and
Vendor Offerings to be included in the FULL VENDOR . Vendor may be required to
create an account on a publishing portal in order to manage the submission
process. If FULL VENDOR approves the Vendor Offering for inclusion on the FULL
VENDOR , FULL VENDOR may publish the Vendor Offering on the FULL VENDOR ,
subject to the terms and conditions of these Terms. FULL VENDOR reserves the
right to reject any Vendor application for any or no reason. Vendor is
responsible for ensuring that the Listing Information associated with its
Vendor Offering is accurate and up to date at all times.
(b) Presentation of Vendor Offerings. FULL VENDOR
reserves the right to determine the manner in which Vendor Offerings, Listing
Information, and any other information intended to inform FULL VENDOR
users about a Vendor Offering, is presented and promoted in the FULL VENDOR .
“Vendor Offerings” may include FULL VENDOR 1-Click Apps (also known as
One-Click applications), which are pre-built virtual machine images and/or
container images that automate common set-up steps for users including package
installation, firewall rules, and software configuration, and may also include
new types of listings as determined in the future in FULL VENDOR’s sole
discretion. During the term of these Terms, Vendor grants FULL VENDOR a
limited, nonexclusive, worldwide, royalty-free, fully paid-up right and license
under all of Vendor’s intellectual property rights in and to the Listing
Information and Vendor Offerings to use, reproduce, translate into any
language, and display the Listing Information and Vendor Offerings on the FULL
VENDOR . FULL VENDOR shall have no obligations to post, maintain, ensure the
accuracy of or otherwise manage or handle the Listing Information or Vendor
Offerings.
(c) License to Vendor Marks. During the term of these Terms, Vendor
grants FULL VENDOR a non-exclusive, royalty-free, fully paid up, worldwide
right and license right and license under all of Vendor’s intellectual property
rights in and to the Vendor Marks to use, reproduce and display Vendor’s
trademarks and logos (“Vendor Marks”) as provided to FULL VENDOR, in
connection with the marketing and promotion of the Vendor Offerings in the FULL
VENDOR. FULL VENDOR may reformat or resize Vendor Marks for publishing on the
FULL VENDOR provided that it does not materially alter the overall
appearance of the Vendor Marks. FULL VENDOR will stop using the Vendor Marks
upon termination of Vendor’s participation on the FULL VENDOR.
(d) Security.
i. Vendor will implement
and maintain reasonable security measures to prevent unauthorized access to the
Vendor Offerings. Such measures will in no event be less stringent than
those used to safeguard Vendor’s own property. Such measures will include,
where appropriate, use of updated firewalls, virus screening software, logon
identification and passwords, encryption, intrusion detection systems, logging
of incidents, periodic reporting, and prompt application of current security
patches, virus definitions and other updates. FULL VENDOR reserves the right to
terminate these Terms, in its sole discretion and without limitation or
termination liability, if FULL VENDOR reasonably determines that Vendor fails
to meet its obligations under this Section or if the areas of non-compliance
are such that the security of the Vendor Offering is insufficient.
ii. If at any time Vendor determines that any unlawful or unauthorized
access, use or disclosure of the systems and/or confidential information of
Vendor, its customers or FULL VENDOR (“Data Security Breach”) may have
or has occurred, Vendor will promptly notify FULL VENDOR of such Data Security
Breach and investigate such Data Security Breach. Vendor will use reasonable
efforts to notify FULL VENDOR of a Data Security Breach within eight (8) hours
after Vendor reasonably believes that there has been a Data Security Breach,
but in no event more than twenty four (24) hours after such belief.
Notwithstanding the written notice provision set forth in Section 8(i), all
notices to FULL VENDOR required under this Section in connection with a Data
Security Breach will be made by email to legal@fullvendor.com. Subject to
applicable laws and regulations, any decision to notify a third party or
parties of a Data Security Breach will be made by FULL VENDOR in its sole
discretion. Upon FULL VENDOR’s request, Vendor will reasonably cooperate with
FULL VENDOR and its third-party service providers in conducting an
investigation of the Data Security Breach, which may include providing FULL
VENDOR and its third-party service providers with access to the Vendor
Offerings and their underlying systems, network, servers and applications
affected by the Data Security Breach.
iii. Any password FULL VENDOR provides to Vendor may be used only
during the term to access and use the FULL VENDOR as permitted under
these Terms. Vendor is solely responsible for maintaining the security of its
password. Vendor may not disclose its password to any third party (other than
third parties authorized by Vendor to use Vendor’s account in accordance with
these Terms) and is solely responsible for any use of or action taken under its
password. If Vendor’s password is compromised, Vendor must immediately change
its password.
(e) Rights Reserved. Except for the license rights granted in these Terms: (i)
Vendor retains all rights in the Listing Information and Vendor Offering; and
(ii) each party retains all rights it would have independent of these Terms.
FULL VENDOR does not obtain any right, title or interest from Vendor under
these Terms in or to the Listing Information and Vendor Offering. Vendor agrees
that it is solely responsible for protecting and enforcing its rights in the
Listing Information, Vendor Offering and the Vendor Marks and that FULL VENDOR
has no obligation to do so on Vendor’s behalf.
2. Licensing and Support of Vendor Offerings
The FULL VENDOR is a forum for display of Listing Information
regarding Vendor Offerings. Vendor, not FULL VENDOR, is responsible for
selling, licensing or otherwise granting end users (“Customers”) rights
to use the Vendor Offerings, including all software, data, and services
included within, installable by, or otherwise associated with a Vendor
Offering. Such licenses, end user license agreements (EULAs) and other
agreements (in whatever form) will be between Vendor and Customers. FULL VENDOR
will neither be a party to these agreements nor will the agreements create any
obligations or responsibilities of any kind for FULL VENDOR. Vendor will be
solely responsible for providing its Customers with all necessary support
services, maintenance and other services in connection with the Vendor Offering
and for ensuring that any options for support services and maintenance services
that are described in Vendor’s Listing Information for the Vendor Offering
remain available for Customers.
3. Confidentiality and Data Protection
(a) Definitions. In connection with these Terms, each party (“Recipient”)
may receive Confidential Information of the other party (“Discloser”) or
third parties to whom Discloser has a duty of confidentiality. “Confidential
Information” means non-public information in any form and regardless
of the method of acquisition that the Discloser designates as confidential or
should be reasonably known by Recipient to be Confidential Information due to
the nature of the information disclosed and/or the circumstances surrounding
the disclosure. Confidential Information shall not include information that is:
(i) in or becomes part of the public domain (other than by disclosure by
Recipient in violation of these Terms); (ii) previously known to Recipient
without an obligation of confidentiality and demonstrable by the Recipient;
(iii) independently developed by Recipient without use of Discloser’s
Confidential Information; or (iv) rightfully obtained by Recipient from third
parties without an obligation of confidentiality.
(b) Restrictions on Use. Except as allowed in Section 3(c), Recipient shall hold
Discloser’s Confidential Information in strict confidence and shall not
disclose any such Confidential Information to any third party, other than to
its employees and contractors, in each case who need to know such information
and who are bound by restrictions regarding disclosure and use of such
information comparable to and no less restrictive than those set forth herein.
Recipient shall not use Discloser’s Confidential Information for any purpose
other than as permitted in these Terms. Recipient shall take the same degree of
care that it uses to protect its own confidential information of a similar
nature and importance (but in no event less than reasonable care) to protect
the confidentiality and avoid the unauthorized use, disclosure, publication or
dissemination of the Discloser’s Confidential Information.
(c) Exceptions. Notwithstanding the restrictions in Section 3(b), Recipient
may disclose Discloser’s Confidential Information: (i) to the extent required
by applicable law or regulation, or (ii) pursuant to a subpoena or order of a
court or regulatory, self-regulatory or legislative body of competent
jurisdiction, or (iii) in connection with any regulatory report, audit or inquiry,
or (iv) where requested by a regulator with jurisdiction over Recipient. In the
event of such a requirement or request, Recipient shall give Discloser prompt
written notice of such requirement or request prior to disclosure and, to the
extent feasible, give the Discloser a reasonable opportunity to review and
comment upon the disclosure and request confidential treatment or a protective
order pertaining thereto prior to making such disclosure.
(d) Destruction. Upon Discloser’s written request at any time,
Recipient shall return or destroy Discloser’s Confidential Information and any
copies or extracts thereof. Upon Discloser’s request, Recipient will provide
Discloser with written confirmation of such return or destruction in compliance
with this provision. Notwithstanding the foregoing, (i) Recipient will not be
required to destroy or return automatic, archived computer back-up files on
which Confidential Information may be stored in conformance with customary
technology practices and policies and (ii) Recipient may retain one copy of the
Discloser’s Confidential Information in accordance with its ordinary course
legal record retention procedures; provided, however, that any such retained
Confidential Information will be kept confidential and remain subject to these
Terms for the period of retention.
(e) Equitable Relief. Each party acknowledges that a breach of this Section
3 shall cause the other party irreparable injury and damage. Therefore, each
party agrees that those breaches may be stopped through injunctive proceedings
in addition to any other rights and remedies which may be available to the
injured party at law or in equity without the posting of a bond.
(f) Privacy. Vendor and FULL VENDOR will only use data exchanged pursuant
to these Terms as authorized and in compliance with applicable law. Each party
shall maintain a Privacy Policy that accurately describes its use of Customer
and prospective customer data.