These Pega Marketplace Terms of Use (the “Marketplace Terms of Use”) are applicable to your access to and use of the Pega Marketplace, located at https://community.pega.com/marketplace, operated by Pegasystems Inc. (“Pegasystems,” “our,” “us,” or “we”) and constitute a legal agreement between you and Pegasystems. By accessing or using the Pega Marketplace, you agree and confirm that your organization is a current Pega client, you acknowledge that you understand and agree to be bound by these Pega Marketplace Terms of Use and to comply with all applicable laws and regulations when using the Pega Marketplace and you have authority to agree to these terms on behalf of your organization. If you do not understand or agree to be bound by these Pega Marketplace Terms of Use do not access, use, or create an Account for any of the Pega Marketplace. If your Pegasystems master agreement does not allow click-thru agreements and you wish to use and access the Pega Marketplace, please contact us for alternative arrangements.

Application Downloads

The Pega Marketplace makes available for download standalone programs built using the Pega Platform and other components (each, an “Application”) that are sourced from (i) independent third-party developers or providers (“Providers”) or (ii) Pegasystems. Terms for use of Applications developed and sourced by Pegasystems (“Pegasystems Applications”) are included below.  Use of the Applications sourced from Providers may be governed by the terms of the Provider’s end user license agreement or other agreement applicable to each Provider Application.  Each Provider is solely responsible for its Application(s), including, without limitation, for (i) any and all content, services or subscriptions provided through or in connection with the Application, (ii) the development, installation, maintenance and support service, if applicable, and use of the Application, (iii) any and all warranties for the Application, whether express or implied by law, to the extent not effectively disclaimed in the applicable license agreement, or other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty, and (iv) the investigation, defense, settlement and discharge of any liabilities or claims by you or any third party in any way related to the Application, including but not limited to, for product liability, personal injury or death, noncompliance with applicable law, rule or regulation and infringement or misappropriation of a third party’s intellectual property or other rights.

Application Uploads

If you are a Provider who wishes to upload an Application to the Pega Marketplace, you must have entered into a separate license agreement or technology partner agreement with Pegasystems. Your rights and responsibilities for any Applications uploaded to the Pega Marketplace will be governed by the terms and conditions of such separate agreement and not by these Pega Marketplace Terms of Use.

Changes to these Marketplace Terms of Use

We reserve the right to modify these Marketplace Terms of Use, in whole or in part, in our own discretion at any time. Such modifications shall be effective immediately upon the linking of modified Marketplace Terms of Use to the Pega Marketplace. You agree to comply with, and be bound by, any such modifications either (a) by continuing to use or access the Pega Marketplace after modified Marketplace Terms of Use are posted to the Pega Marketplace within seven (7) days after being sent a notice of modifications as described above.

Operation of the Pega Marketplace

We reserve the right, at our sole discretion, to do any of the following, at any time, for any reason or no reason, with or without prior notice, and without liability: (1) refuse, restrict, modify, suspend, or terminate operation of or your access to the Pega Marketplace, or any portion of the Pega Marketplace; (2) modify or change the Pega Marketplace, or any portion of the Pega Marketplace; and (3) interrupt the regular operation of the Pega Marketplace, or any portion of the Pega Marketplace, as necessary to perform routine or non-routine maintenance, to correct errors, or to make other changes to the Pega Marketplace. We may also make improvements or changes in the products or programs described in the Pega Marketplace at any time without notice.

Documentation

Certain areas of the Pega Marketplace may contain formal and informal documentation relating to Pega's products, along with materials drafted by third parties. Any Pegasystems warranties as to its products' conformance with specifications and documentation that may be found in your software license agreement apply ONLY TO the documentation that is provided to you in conjunction with the product. In the event of a conflict between formal documentation found on the Pega Marketplace and formal documentation provided to you with your product, the latter shall prevail.

Privacy Statement

Our Pega.com website privacy statement (“Privacy Statement”) is a part of these Marketplace Terms of Use and is incorporated herein by this reference. By accepting these Marketplace Terms of Use you agree to our collection, use, and disclosure of your information as described in the Privacy Statement. Each party may store, access, and process the other party’s business contact information for the purpose of performing any obligations under these terms and may share the other party’s business contact information as necessary with its contractors, partners, or agents.

Click here to view the Privacy Statement.

Social Media Features

The Pega Marketplace may use social media features, such as ‘like’ or ‘share’ buttons (collectively, “Social Media Services”). Social Media Services may collect IP address, visited page details, and set a cookie or pixel to enable the feature to function properly. Social Media Services are either hosted by a third party or hosted directly on Pega’s Online Services. Your interactions with these features are governed by the privacy policy of the company providing the relevant Social Media Service.

Other content you post, or any other type of personal information that you make available to other participants on these social platforms or applications, is not subject to this Terms of Use. Rather, such content is subject to the terms of use of those applications or platforms, and any additional guidelines and privacy information provided in relation to their use, as well as the process by which you can remove your content from such tools or get help to do so. Please refer to them to better understand yours, Pega’s, and other parties' rights and obligations with regard to such content.

Disclaimer of Warranties

ALL APPLICATIONS AND CONTENT INCLUDED IN OR AVAILABLE THROUGH THE PEGA MARKETPLACE ARE PROVIDED "AS IS" AND "AS AVAILABLE" FOR YOUR USE. ALL APPLICATIONS AND CONTENT INCLUDED IN OR AVAILABLE THROUGH THE PEGA MARKETPLACE ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. PEGASYSTEMS DOES NOT WARRANT THAT THE APPLICATIONS AND CONTENT INCLUDED IN OR AVAILABLE THROUGH THE PEGA MARKETPLACE ARE ACCURATE, CURRENT, COMPLETE, OR ERROR-FREE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; THAT APPLICATIONS AND CONTENT INCLUDED IN OR AVAILABLE THROUGH THE PEGA MARKETPLACE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY REPORTED PROBLEMS MAY BE RESOLVED WITH THE USE OF ANY INFORMATION THAT PEGASYSTEMS PROVIDES THROUGH THE PEGA MARKETPLACE. YOUR USE OF THE PEGA MARKETPLACE, INCLUDING APPLICATIONS AND CONTENT INCLUDED IN OR AVAILABLE THROUGH THE PEGA MARKETPLACE, IS AT YOUR SOLE RISK. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES SHALL PEGASYSTEMS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE ACCESS TO, USE OF, OR INABILITY TO USE THE APPLICATIONS AND CONTENT INCLUDED IN OR AVAILABLE THROUGH THE PEGA MARKETPLACE. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

INDEMNIFICATION

You agree to defend, indemnify, and hold Pegasystems, its suppliers, affiliates, subsidiaries, joint ventures, third-party service providers, and its respective employees, contractors, agents, officers, and directors harmless from any and all liability, claims, and expenses (including reasonable attorneys' fees) that arise out of or are related to (i) your violation of these  Marketplace Terms of Use, your submission of any Applications or Content, or your use or misuse of the Pega Marketplace or any Application available on Pega Marketplace, including the accuracy or completeness of any products, programs, and services received by you, or your violation of any rights of a third party, and (ii) claims related to unauthorized disclosure or exposure of personally identifiable information, private health information or other private information.

Entire Agreement

These Marketplace Terms of Use (including, where applicable, terms specific to a particular Application) constitute the entire agreement between you and us with respect to the subject matter contained herein and supersede all previous agreements, statements and understandings from or between you and us regarding the subject matter contained herein.

Rights Granted for Pegasystems Applications

Unless otherwise stated in additional terms for a specific Pegasystems Application, beginning on the date of your download and provided that your organization is a current client of Pegasystems, Pegasystems will provide your organization with a non-transferable, non-exclusive license to use, access and modify the downloaded Pegasystems Application provided through the Pega Marketplace for the purpose and term stated in any License or Production Schedules to your Pegasystems Master Agreement. 

In the event of any conflict with (a) any master agreement between your organization (the “Client”) and Pegasystems Inc., and (b) these terms, notwithstanding any order of precedence in the master agreement between Client and Pegasystems Inc., the following order shall control in the event a conflict (1) Application specific terms included on Marketplace, (2) these terms, (3) any master agreement between your organization and Pegasystems Inc.

Additional Terms and Conditions

1. Client is solely responsible for obtaining any consents from individuals where required by applicable data protection laws and for complying with any applicable incident notification laws.
2. You are responsible for the use of your application, and your use of the application is not a representation by Pegasystems regarding the application’s compliance with any law or regulation.
3. Use of an Application does not obligate the user to make any future purchases or payments to Pegasystems. Pegasystems appreciates any input regarding use or increased functionality (“Feedback”) of the Applications. Pegasystems will own all right, title, and interest in any such Feedback that Client provides to Pegasystems.
4. Unless otherwise stated, Client’s use of the Application will be in object code and/or RuleSet form. Unless specifically authorized by law, Client may not reverse engineer, decompile, disassemble or otherwise attempt to determine source code or protocols from the Application.
5. Pegasystems retains all right, title and interest to all Pegasystems Applications. The Pegasystems Applications will contain Pegasystems’ copyright notice, and Client will reproduce such notice in any permitted copy made by Client. Client shall not make any change, alteration or modification to the Application, except as permitted herein.
6. Client may not assign or delegate any rights or obligations under these terms without Pegasystems’ prior written consent.
7. Neither a failure of a party to exercise any power or right under these terms, nor a custom or practice of the parties with regard to the terms or performance under these terms, will constitute a waiver of the rights of such party to demand full compliance with these terms.
8. The export and re-export of the Application and any Pegasystems technology is subject to export controls under the laws and regulations of the United States. The export and re-export of the Application and any Pegasystems technology may also be subject to export and import controls under the laws and regulations of other countries. Client agrees, at all times, to comply fully with these controls, laws and regulations. Client also agrees not to export, re-export, transport or otherwise make available the Application and any Pegasystems technology to any party, country or territory that is the target of United States sanctions, including Cuba, Iran, Syria, North Korea, and the Crimea region.
9. If any portion of these terms are declared by a court of competent jurisdiction to be overbroad or unenforceable, the remainder of these terms will be valid and enforceable to the fullest extent permitted.
10. These terms will be governed by the laws of the Commonwealth of Massachusetts, excluding its conflicts of laws provisions.

The following additional terms are applicable to the Marketplace Listing COVID-19 Employee Safety and Business Continuity Tracker.

Rights Granted.

Beginning on the date of your download and provided that your organization is a current client of Pegasystems, Pegasystems will provide your organization with a non-transferable, non-exclusive license to use, access and modify the downloaded application or RuleSet provided through the Pega Marketplace (the “Software”) for the term specified below and for the following purpose:

• For the Pega COVID-19 RuleSet, solely for the purpose of tracking your organization’s employees’ potential exposure to COVID-19 in accordance with these terms (the “Purpose”). 
• For any other Software, solely for the purpose described in a separate software license agreement, online or otherwise, under which you have been granted a license to such software products by Pegasystems.

If your organization is part of a state or the federal government then the Software is included in your existing license or subscription for the Purpose and for the term specified in the Additional Terms and Conditions.

These terms are incorporated into and, when you download the Software, made a part of the Pegasystems’ Terms of Use for Online Services, located at https://www.pega.com/terms.  In the event of any conflict with (a) any master agreement between your organization (the “Client”) and Pegasystems Inc., (b) Pegasystems’ Terms of Use of Online Services and (c) these terms, notwithstanding any order of precedence in the master agreement between Client and Pegasystems Inc. , the following order shall control in the event a conflict (1) these terms, (2) Pegasystems’ Terms of Use of Online Services, and (3) any master agreement between your organization and Pegasystems Inc.

1. By accessing or using the Software, you acknowledge that you understand and agree to be bound by these terms and to comply with all applicable laws and regulations when using the Software and you have authority to agree to these terms on behalf of your organization. 
2. Client is solely responsible for obtaining any consents from individuals where required by applicable data protection laws and for complying with any applicable incident notification laws.
3. You are responsible for the use of your application, and your use of the application is not a representation by Pegasystems regarding the application’s compliance with any law or regulation.
4. Each party may store, access, and process the other party’s business contact information for the purpose of performing any obligations under these terms and may share the other party’s business contact information as necessary with its contractors, partners, or agents.
5. Use of this Software does not obligate the user to make any future purchases or payments to Pegasystems.  Pegasystems appreciates any input regarding use or increased functionality of the Software.

If you do not understand or agree to be bound by these terms, and the Pegasystems’ Terms of Use for Online Services, do not access or use the Software. 

Additional Terms and Conditions.

1. The Software is provided at no additional charge on an as-is basis.
2. Client’s use of the Software will be in object code and/or RuleSet form.  Unless specifically authorized by law, Client may not reverse engineer, decompile, disassemble or otherwise attempt to determine source code or protocols from the Software.
3. Pegasystems retains all right, title and interest to the Software. The Software will contain Pegasystems’ copyright notice, and Client will reproduce such notice in any permitted copy made by Client.  Client shall not make any change, alteration or modification to the Software, except as permitted herein.
4. PEGASYSTEMS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. IN NO EVENT WILL PEGASYSTEMS BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE. PEGASYSTEMS’ TOTAL LIABILITY FOR DAMAGES SHALL BE LIMITED TO $1,000.
5. Client shall defend, indemnify and hold harmless Pegasystems and its affiliates and subprocessors against any third party claim, suit or proceeding arising out of or related to Client’s alleged or actual use of, misuse of, or failure to use the Software, including without limitation (i) claims by Client’s users, subscribers and employees, as well as by Client’s own customers, and (ii) claims related to unauthorized disclosure or exposure of personally identifiable information, private health information or other private information (collectively, any “Indemnified Claim”).   
6. Client may not assign or delegate any rights or obligations under these terms without Pegasystems’ prior written consent.
7. The term of this license will commence upon the date that you download the Software and continue until June 30, 2021.  The term will automatically renew for periods of three months each unless either party provides written notice (which may be via email) to the other party at least 15 days prior to the end of the then current term.  Upon termination, your license to the Software will terminate, and you agree to cease all use of the Software.
8. Pegasystems may terminate this license at any time for no reason or any reason. 
9. Neither a failure of a party to exercise any power or right under these terms, nor a custom or practice of the parties with regard to the terms or performance under these terms, will constitute a waiver of the rights of such party to demand full compliance with these terms.
10. The export and re-export of the Software and any Pegasystems technology is subject to export controls under the laws and regulations of the United States.  The export and re-export of the Software and any Pegasystems technology may also be subject to export and import controls under the laws and regulations of other countries. Client agrees, at all times, to comply fully with these controls, laws and regulations.  Client also agrees not to export, re-export, transport or otherwise make available the Software and any Pegasystems technology to any party, country or territory that is the target of United States sanctions, including Cuba, Iran, Syria, North Korea, and the Crimea region.
11. These terms constitute the entire understanding of the parties with respect to the Software and supersedes all previous agreements, statements and understandings from or between the parties regarding the subject matter of these terms. These will not be modified except in a writing signed by an authorized representative of Pegasystems.
12. If any portion of these terms are declared by a court of competent jurisdiction to be overbroad or unenforceable, the remainder of these terms will be valid and enforceable to the fullest extent permitted.
13. These terms will be governed by the laws of the Commonwealth of Massachusetts, excluding its conflicts of laws provisions.