By registering to publish to the Marketplace You acknowledge that You have read and understood these Terms to have agreed to these Terms as an individual and on behalf the entity You represent.
These Terms were last updated on March 4th, 2018.
“Actionstep” means the company which grants You the right to use the Service and to which You pay the Service Access Fee and is based on Your primary income tax jurisdiction as follows: (a) Actionstep Licensing US Limited for United States and Canada, (b) Actionstep Licensing UK Limited for the United Kingdom and the European Union, (c) Actionstep Licensing Australia Limited for Australia, and (d) Actionstep Licensing New Zealand for all other jurisdictions.
“Add-on” means a Workflow that has been packaged into a file format that enables the Workflow to be installed into another Subscriber’s instance of the Service.
“Add-on Activation Fee” means the one-time fee payable by a Subscriber for initial access to an Add-on.
“Add-on Usage Fee” means the monthly fee (excluding any taxes and duties) payable by a Subscriber to use an Add-on.
“Confidential Information” includes all information exchanged between the parties to this Agreement, whether in writing, electronically or orally, including the Service but does not include information which is, or becomes, publicly available other than through unauthorized disclosure by the other party.
“Data” means Workflow Configuration Data and User Data, collectively.
“Intellectual Property Right” means any patent, trade mark, service mark, copyright, moral right, right in a design, know-how and any other intellectual or industrial property rights, anywhere in the world whether or not registered.
“Installed Add-on” means an Add-on that has been installed into a Subscriber’s instance of the Service.
“Marketplace” or “Actionstep Marketplace” means the section of the Website where Add-ons are displayed and made available for purchase and installation by other Subscribers.
“Marketplace Fee” means the portion of the Add-on fee retained by Actionstep for publishing the Add-on on the Marketplace.
“Private Installation” means instances of Add-on(s) offered by ActionStep via means other than the Marketplace.
“Publisher” the person or entity who (i) created the Add-on Workflow, (ii) owns the Intellectual Property Rights to an Add-on, and (iii) is a current Subscriber to the Service.
“Service” means the Actionstep online business and practice management services made available via the Website.
“Service Access Fee” means the monthly fee payable by a Subscriber to use the Service.
“Subscriber” means the person who pays the Service Access Fee and/or Add-on Usage Fee, and, where the context permits, includes any entity on whose behalf that person registers to use the Service.
“Subscriber Add-on Agreement” means the agreement between You, as a Publisher, and a Subscriber or Subscribers for the use of the Add-on.
“User” means any person or entity, including the Subscriber, that uses the Service with the authorization of the Subscriber from time to time.
“User Data” means the data entered by Users into a Subscriber’s instance of the Service via an Installed Add-on.
“Website” means the Internet sites at the domain, or subdomains, at Actionstep.com or any other site operated by Actionstep.
“Workflow” means a workflow definition (also known as an “action type” or “matter type”) created in the administration area in Your instance of the Service including, without limitation, any document templates, participant types, default tasks, email templates, custom data fields, list views and other configurable items.
“Workflow Configuration Data” means any data inputted or uploaded by You or with Your authority into the Website for the purposes of creating and maintaining Add-ons.
“You” means the Publisher of an Add-on. “Your” has a corresponding meaning.
If You wish to create an Add-on from a Workflow in Your instance of the Service then You should contact Actionstep to obtain the then-current procedures and cost, if any, for doing so. Once created, Actionstep will provide You with instructions on how to install the Add-on into other Subscribers’ instances of the Service.
If You wish to directly manage the installation of Your Add-on(s) then You can use the installation instructions provided to You by Actionstep to assist Subscribers to install the Add on(s) in their instance of the Service without using the Marketplace. If You intend to charge Subscribers for the use of Your Add-on then You will be responsible for billing them directly. There will be no Marketplace Fee payable to Actionstep for Add-ons installed privately. You may request that Actionstep provide a new website address for Your Private Installations in the event that unauthorized users are accessing the Private Installation, but not more often than every one hundred eighty (180) days. Such provision of a new website address shall not be unreasonably withheld.
If You publish Your Add-on to the Marketplace then any Subscriber will be able to install Your published Add-ons directly into their own instance of the Service without Your assistance.
If You wish to publish an Add-on to the Marketplace You should contact Actionstep and provide Actionstep with sufficient information in order to review the Add-on. Actionstep will review the Add-on to assess the Add-on for suitability. The review will cover a number of areas including, but not limited to, technical accuracy and completeness, market fit, and potential copyright issues. If Actionstep is not satisfied that the Add-on is suitable for publication on the Marketplace then Actionstep reserves the exclusive rights not to publish the Add-on to the Marketplace. Once an Add-on is approved for publication, You will need to provide Actionstep with marketing material to include in the Marketplace listing. The marketing material will typically include overview text, the Subscriber Add-on Agreement, instructions on how to get support for the Add-on, a demonstration video, a logo, and pricing details. The marketing material requirements may change from time to time. Actionstep agrees not to bring a claim against You based on the functionality of an approved Add-on.
You can remove Your Add-on from the Marketplace (or from being offered by ActionStep through means other than the Marketplace for Private Installations) at any time and for any reason by contacting Actionstep and requesting that the Add-on be removed. Actionstep may remove Your Add-on from the Marketplace at any time if it no longer meets the standards of the review when the Add-on was initially submitted for publication.
You can optionally set prices for either or both of an Add-on Activation Fee and an Add-on Usage Fee (collectively, “Add-on Fees”) that Subscribers must pay in order to use Your Add-on. If You set such pricing, then the pricing information will be displayed in Your Marketplace listing, or at a separate internet location in the case of Private Installations. If You do not set a price then Subscribers will be able to install the Add-on from the Marketplace at no cost.
If You have set pricing for Your Add-on then Actionstep will include such pricing in Subscribers’ bills for using the Service for all Add-ons provided via the Marketplace. Actionstep will retain a Marketplace Fee from Add-on Fees received from Subscribers who install your Add-on via the Marketplace and will pay You the balance of all such payments in the month following receipt of the Add-on Fees. The Marketplace Fee is currently 30% of Your published Add-on Fees and Actionstep reserves the right to modify the Marketplace Fee from time to time, however any changes to the Marketplace Fee will not be retroactively applied to Add-ons already published to the marketplace or any modification or improvement thereof. Additionally, Actionstep will notify existing Publishers of any pending increase in the Marketplace Fee no less than thirty (30) days prior to the effective date of such increase.
The Actionstep Marketplace is open to all Publishers and Actionstep will not enter into arrangements with Publishers that will prevent other Publishers from participating in the Marketplace, other than where there is evidence of infringement of intellectual property rights.
You are ultimately responsible for providing support for Your Add-ons that have been installed by Subscribers. Your Subscriber Add-on Agreement must clearly state how Subscribers can access support for Your Add-on. Actionstep will continue to provide general support offered for the Subscriber’s existing instance of the Service, and in response to general Subscriber inquiries concerning Add-on billing, Add-on accessibility via the Marketplace or other internet locations for Private Installations, and general procedures for termination of an Add-on. However, due to the number and variety of Add-ons offered by Actionstep, Actionstep shall not be obligated to provide any other support to Subscribers that is specific to the use of Your Add-on. However, Actionstep may, in its sole discretion, enter into separate arrangements with You, to provide additional support via specially trained Actionstep consultants.
You are responsible for maintaining the Workflow Configuration Data to ensure that the Add-on performs appropriately for Subscribers. You will need to contact Actionstep each time You require a new version of Your Add-on to be created. If the Add-on is published via the Marketplace then Actionstep may need to conduct a further review of the Add-on prior to applying the update to the Marketplace. Depending on the extent of the update, Actionstep may assess a reasonable fee for conducting the review.
Updates will be available to new installations of the Add-on but will not be automatically applied to existing Subscribers. You are responsible for communicating with existing Subscribers and providing them with instructions on how to update their Add-on via the Marketplace and for Private Installations. Actionstep does not currently have a means of automatically applying updates to existing Add-ons due to the complexities of how these updates might affect existing User Data. However, Actionstep will supply a list of all current Subscribers of a particular Add on along with each Subscriber’s corresponding email address to you upon demand, so that You may notify current Subscribers of Your Add-on regarding any updates.
Non-Publisher Subscribers can terminate their subscription to an Add-on via the Actionstep subscription settings in their instance of the Service for both Add-ons provided via the Marketplace, and those provided as Private Installations. Once a Subscriber has terminated their subscription they will no longer have access to the Add-on and any billing by Actionstep for the Add-on will cease. A list of Subscribers who have terminated their Add-on subscriptions for Private Installations is available on a monthly basis upon request.
If a Publisher wishes to terminate the subscription under the terms of a Subscriber Add-on Agreement then the Publisher should contact the Subscriber and request that the Subscriber terminate their subscription. If the Subscriber is unable or unwilling to terminate their subscription then the Publisher can contact Actionstep to request termination of the subscription and provide appropriate supporting information. After consultation with the Subscriber and the Publisher Actionstep will decide in Actionstep’s reasonable discretion whether to terminate the subscription or not.
It is the Subscriber’s responsibility to export their User Data prior to the User’s termination of his or her access to an Add-on. Upon termination, the Subscriber will no longer have access to the Add-on or his or her User Data specific to that Add-on. However, in the event that Actionstep or a Publisher terminates a Subscriber’s access to an Add-on, Actionstep will retain the Subscriber’s User Data for five (5) days after termination and the terminated Subscriber must login to the Service and download his or her own User Data from the Add-on during that time. In no case will User Data for terminated Subscriptions to Add-ons be available more than five (5) days after termination.
Unless the relevant party has the prior written consent of the other or unless otherwise required by law:
Title to, and all Intellectual Property Rights in the Service, the Website, and any documentation relating to the Service, excluding Your Add-on(s)/Add-on Workflow(s) and Your Data, remain the property of Actionstep (or its licensors).
Title to, and all Intellectual Property Rights in, Your Add-on(s)/Add-on Workflow(s) and Your Data belong to You. Title to, and all Intellectual Property Rights in, the User Data belong to the Subscriber.
You acknowledge that the Intellectual Proprietary Rights to the Actionstep Service and Website, other than Your Add-on/Add-on Workflow and Your Data, belong exclusively to Actionstep and that You will not dispute such ownership. Actionstep acknowledges that the Intellectual Proprietary Rights to Your Add-on/Add-on Workflow and Your Data, belong exclusively to You and that Actionstep will not dispute such ownership.
In the event that Actionstep provides new features or services in response to Your requests or suggestions regarding the base Service, or workflows or Add-ons provided by other Subscribers, You acknowledge that any such new features or services belong exclusively to Actionstep, and that You will not be compensated for any such request or suggestion.
You warrant that where You have registered to publish to the Marketplace on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by publishing to the Marketplace You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
You acknowledge that:
Actionstep gives no warranty about the Marketplace. Without limiting the foregoing, Actionstep does not warrant that the Marketplace will meet Your requirements or that it will be suitable for any particular purpose. To avoid doubt, all implied conditions or warranties are excluded in so far as is permitted by law, including (without limitation) warranties of merchantability, fitness for purpose, title and non-infringement.
You warrant and represent that You are acquiring the right to access and use the Marketplace for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction shall not apply to Your use of the Marketplace, Service, the Website or these Terms.
To the maximum extent permitted by law, each party hereto excludes all liability and responsibility to the other party (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Marketplace, Service, Website, Add-on, or Data If You are not satisfied with the Marketplace, Your sole and exclusive remedy is to terminate this Agreement; provided that any payments owed to a party at such time shall be made upon any such termination. If Actionstep is not satisfied with Your use of the Service, Marketplace, or Add-on, its sole and exclusive remedy is to terminate this and any other Agreements between You and Actionstep; provided that any payments owed to a party at such time shall be made upon any such termination.
You can terminate this Agreement at any time and for any reason by providing Actionstep with sixty (60) days’ notice.
If a Publisher wishes to terminate their subscription to Actionstep, the Publisher should promptly notify Actionstep. Actionstep will no longer provide access to any of Publisher’s Add-ons. Publishers are responsible for making any copies of Workflows prior to termination.
Actionstep can terminate this Agreement by providing the Publisher with 60 days’ notice, if Actionstep determines that (a) the Add-on is potentially infringing on copyright, or (2) the Add-on is not performing to the expectations of Subscribers, or (3) any other reason whereby the reputation of Actionstep or its Subscribers may be, or is being, adversely affected by the Add-on, in the reasonable discretion of Actionstep.
If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
You may not assign or transfer any rights to any other person without Actionstep’s prior written consent, which will not be unreasonably withheld.
This Agreement is governed by the laws of New Zealand and You hereby submit to the exclusive jurisdiction of the courts of New Zealand for all disputes arising out of or in connection with this Agreement.
If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to Actionstep must be sent to firstname.lastname@example.org or to any other email address notified by email to You by Actionstep. Notices to You will be sent to the billing contact listed in Your instance of the Service.