IGEL Cloud Services Terms

IGEL Cloud Services Terms of Use

Welcome to the IGEL Cloud Services! The IGEL Cloud Services is an online platform to manage onboarding, licenses and support activities for IGEL Software (defined below) and the IGEL App Portal (“App Portal”) for access to downloadable software applications, plugins and extensions (“Apps”) that are designed to interoperate with IGEL Software. Use of the IGEL Cloud Services is governed by these IGEL Cloud Services Terms of Use (“Terms of Use”), which form a legally binding agreement between you (defined in Section 1.1) and IGEL Technology GmbH, (“IGEL” or “we”). “IGEL Software” means the secure endpoint platform “IGEL COSMOS” consisting of the “IGEL OS”, “IGEL UMS”, IGEL Cloud Gateway (“ICG”), and the IGEL cloud services which includes the IGEL Onboarding Service, IGEL App Portal, IGEL Insight Service and IGEL Licensing Portal (“ILP”) (the cloud services collectively “IGEL Cloud Services”).

By clicking “ACCEPT” and/or accessing or using the IGEL Cloud Services, you indicate your assent to be bound by these Terms of Use. If you are an App Portal Vendor, you also indicate your assent by submitting an App to the App Portal. If you are accepting these Terms of Use on behalf of an entity, you represent and warrant that you are an authorized representative of the entity with the authority to bind such entity to these Terms of Use.  If you do not agree to these Terms of Use, do not use or access the IGEL Cloud Services or access, upload, download or use any Apps. The IGEL Cloud Services is not intended for and may not be used by anyone under the age of 16.

1. Introduction
   1. Who are You? Because the support functions in the IGEL Cloud Services and all Apps available through the IGEL App Portal are designed for use with IGEL Software, in these Terms of Use, “you” or “End User” refers to the IGEL customer (e.g., person or entity) who holds a license or subscription to IGEL Software. That IGEL End User is fully responsible for compliance with these Terms of Use by anyone using the IGEL App Portal on its behalf. Any person using the IGEL App Portal on behalf of an IGEL customer is binding that IGEL End User to these Terms of Use. These Terms of Use also apply to you if you are using the App Portal. If you are registering as a vendor distributing Apps on the App Portal, you are further subject to the IGEL App Portal Vendor Addendum attached below.
   2. IGEL Software Management Services. IGEL Cloud Services serves in part as a platform to manage IGEL Software including but not limited to onboarding, license management and support. The terms and conditions of any IGEL support services are as provided in the EULA (defined below) and the applicable support level purchased by you.
2. App Portal and Apps
   1. Types of Apps. The listing for each App will identify the provider of the App (“Vendor”), which may be IGEL or a third party. Apps for which IGEL is the Vendor are “IGEL Apps,” and Apps for which the Vendor is a third party are “Third Party Apps”. Most Vendors are third parties, who create, own and are responsible for their own Apps as further described in these Terms of Use. In all cases, you may only use Apps with the IGEL Software with which they are designed to be used (as identified in the App’s listing).
   2. Finding Apps. The App Portal can be accessed via the Cloud Services homepage and any other webpage, application, interface, service or in-product experience at which we make available or list Apps.
   3. Vendor Terms. Without limiting the disclaimers, restrictions or other provisions in these Terms of Use, usage of Apps is subject to the license or subscription terms, privacy policies and other applicable terms specified by the Vendor (“Vendor Terms”), including any usage limits described therein. Vendor Terms are typically included on the App’s listing page or presented through by the Vendor in another manner determined by them. You may not use an App if you do not agree to the relevant Vendor Terms.
      1. Third Party Apps. Third Party Apps are subject to the third party’s Vendor Terms, not the EULA. By ordering, installing or enabling any Third Party App, you are entering into the Vendor Terms directly with the applicable third party Vendor. IGEL is not a party to, or responsible for compliance with, any third party Vendor Terms, and does not guarantee any third party Vendor Terms are adequate for your own needs. Please see Section 3 (Data Collection and Sharing) for additional information about how Vendors use your data.
      2. IGEL Apps. If IGEL is the Vendor of the App, the Vendor Terms are the applicable IGEL End User License Agreement (“EULA”) available at https://en-staging.igel.com/terms-conditions/. In event of a conflict between these Terms of Use and the EULA, the EULA will control as to each party’s rights and responsibilities related to the App itself, while these Terms of Use will control as to the IGEL Cloud Services generally.
   4. Support and Maintenance. Any support and maintenance of Third Party Apps will be provided by the applicable Vendor and only to the extent described in the applicable Vendor Terms. IGEL is not responsible for any support and maintenance for Third Party Apps, and a Vendor’s failure to provide any support or maintenance does not entitle you to any refund. If IGEL is the Vendor, it will provide any support and maintenance in accordance with the EULA.
   5. Reservation of Rights. Except for the rights explicitly granted to you in these Terms of Use and in the Vendor Terms for each App, all right, title and interest (including intellectual property rights) in the IGEL Cloud Services (including the App Portal) are reserved by IGEL, and all right, title and interest (including intellectual property rights) in the Apps are reserved and retained by their respective Vendors and licensors. Apps are provided on a license or subscription basis, not sold, and you do not acquire any ownership rights in the IGEL Cloud Services, App Portal or the Apps.
3. Data Collection and Sharing.
   1. Third Party Vendor Use of Data. If you download and use Third Party Apps, the Vendor Terms may require you to authorize Vendors to access or use certain data in the applicable IGEL Software. This may include transmitting, transferring, modifying or deleting such data, or storing such data on Vendor or third party systems. Any third party Vendor’s use of accessed data (whether data in the IGEL Software or separately collected from you or your device) is subject to the applicable Vendor Terms. IGEL is not responsible for any access, use, transfer or security of data or information by third party Vendors or by Third Party Apps, or for the security or privacy practices of any third party Vendor or such Vendor’s Third Party Apps and third party processors. You are solely responsible for your decision to permit any third party Vendor or Third Party App to access or use data to which you’ve granted access. 
   2. Analytics and Usage Data. In addition, you authorize the Vendor and IGEL (if IGEL is not the Vendor) to collect and use technical data and related information (including technical information relating to your device, system, and the App), in non-personally identifiable form, to facilitate the provision of software updates, product support, marketing efforts and other services to you related to the App. Vendor and IGEL (if IGEL is not the Vendor) may each use this information, as long as it is in a form that does not personally identify individual users, to improve their respective products or to provide services or technology to you (including with respect to IGEL, the IGEL Cloud Services and IGEL Software).
4. Your Responsibilities.
   1. Representations and Warranties. You (including anyone acting on your behalf) represent and warrant that you have all necessary right, power and authority (i) to enter into and be legally bound by these Terms of Use, and (ii) and to authorize Vendors to access and use your data and information as described in Section 3, all without violation of any other agreements or policies.
   2. Compliance with Law and Reservation of Rights. You must use the IGEL Cloud Services and Apps in compliance with all applicable laws.
   3. Indemnification. You agree to indemnify, defend (at IGEL’s request) and hold harmless IGEL, its affiliates, and its and their officers, agents and employees from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs) arising out of your violation of these Terms of Use or the applicable Vendor Terms, your violation of any rights of a third party, or any content you submit to or publish on the IGEL Cloud Services. You may not settle any such claim without IGEL’s prior written consent.
5. Term and Termination.
   1. Term. The term (“Term”) will begin on the date you agree to these Terms of Use and will continue until you or IGEL terminates it.
   2. Termination For Cause. Your rights hereunder will automatically terminate upon your failure to comply with any of the provisions in these Terms of Use. In case of such termination, you must cease all use of the IGEL Cloud Services, and IGEL may immediately revoke your access to the IGEL Cloud Services.
   3. Discontinuation of Cloud Services. IGEL may terminate these Terms of Use without notice to you if IGEL, in its discretion, discontinues the IGEL Cloud Services.
   4. Effect on Apps. If these Terms of Use terminate, your rights to use any previously obtained Apps will survive in accordance with the applicable Vendor Terms.
   5. Survival. The following Sections will survive any termination or expiration of these Terms of Use:  3.1(b) (EULA) (if applicable for continued use of IGEL Apps), 2.3 (Reservation of Rights), 3 (Data Collection and Sharing), and 4 (Your Responsibilities) through 8 (General).
6. Important Disclaimers and Limitations of Liability.
   1. Third Party Apps. A significant portion of the Apps in the IGEL App Portal are provided by parties other than IGEL. Third party Vendors are solely responsible for their Apps and any related content or materials included in their Apps. IGEL has no liability or responsibility whatsoever for any Third Party Apps, including their accuracy, reliability, availability, security, data handling, data processing, completeness, usefulness or quality, even if IGEL is hosting such App. These disclaimers apply even if an App complies with IGEL’s guidelines for Third Party Apps and even if IGEL has reviewed, certified, or approved the Third Party App. Any use of Third Party Apps is at your sole discretion and risk. Vendors are solely responsible for ensuring that any information they submit in connection with any App Program is accurate, complete and correct, and IGEL is not responsible for the standards or business practices of any third party Vendor (whether support, availability, security or otherwise). You should always independently verify that any Third Party Apps or Vendor business practices meet your needs.In addition, IGEL is not responsible for any third party websites to which the IGEL App Portal links or their terms of use or privacy policies. You should use your discretion when visiting third party websites.
   2. Removal of Apps. At any time, IGEL may remove an App from the IGEL App Portal in accordance with its applicable policies, and Vendors may also update, modify or remove their own Apps at any time.
   3. IGEL makes no guarantee that any Apps will work properly with IGEL Software or that Apps will continue to work with IGEL Software as they change over time. Some Apps rely on hosted or cloud services provided by the Vendor or third parties, and these Apps may not function properly or may become inoperable if those services are discontinued.
   4. Disclaimer of Warranties. To the maximum extent permitted by law, IGEL offers the IGEL Cloud Services and all Apps “AS IS” and “AS AVAILABLE”, and IGEL hereby disclaims all warranties, whether express, implied or statutory, including but not limited to any implied warranties of title, non-infringement, merchantability or fitness for a particular purpose, relating to the IGEL Cloud Services or these Terms of Use. You may have other statutory rights, in which case the duration of any statutory warranties will be limited to the maximum extent permitted by law.
   5. Limitations of Liability. To the maximum extent permitted by law, in no event will IGEL be liable for any direct, indirect, consequential, special, exemplary, punitive or other liability related to the IGEL Cloud Services or any Apps, including for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business or costs of delay. If the foregoing disclaimer of direct damages is not enforceable at law for any reason, in no event will IGEL’s aggregate liability to you under these Terms of Use exceed fifty dollars (USD $50).
   6. Disclaimers and Limitations of Liability for IGEL Software. Section 6.4 (Disclaimer of Warranties) and 6.5 (Limitations of Liability) do not alter the disclaimers or limitations of liability for IGEL Software in the EULA, which continue to fully apply.
   7. Basis of Bargain; Failure of Essential Purpose. IGEL entered into these Terms of Use relying on the limitations of liability, disclaimers of warranty and other provisions relating to allocation of risk herein, and you agree that such provisions are an essential basis of the bargain between the parties. You agree that the waivers and limitations specified in this Section 6 apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise and will survive and apply even if any limited remedy specified in these Terms of Use is found to have failed of its essential purpose.
   8. IGEL Affiliates and Contractors. You acknowledge and agree that IGEL’s affiliates, contractors and service providers may exercise all rights of IGEL under these Terms of Use, and that all limitations of liability and disclaimers in these Terms of Use apply fully to and benefit IGEL’s affiliates.
7. Dispute Resolution; Governing Law.
   1. Informal Resolution. In the event of any controversy or claim arising out of or relating to these Terms of Use, the parties will consult and negotiate with each other and, recognizing their mutual interests, attempt to reach a solution satisfactory to both parties. If the parties do not reach settlement within a period of sixty (60) days, either party may pursue relief as may be available under these Terms of Use pursuant to Section 7.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 7.1 will be confidential and treated as compromise and settlement negotiations for purposes of all similar rules and codes of evidence of applicable legislation and jurisdictions.
   2. Governing Law; Jurisdiction. If you are based in North America or South America, these Terms of Use are governed by the laws of the State of California, without giving effect to any choice of law provisions or rules that would cause the application of the laws of a different jurisdiction, and the parties submit to the non-exclusive jurisdiction of the federal and state courts located in San Francisco County, California. If you are based in EMEA or APAC, these Terms or Use are governed by the laws of Germany and the parties submit to the non-exclusive jurisdiction of the courts located in Bremen, Germany. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act, as currently enacted by any jurisdiction or as may be codified or amended from time to time by any jurisdiction, do not apply to these Terms of Use.
   3. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 7.1 (Informal Resolution) and 7.2 (Governing Law; Jurisdiction), nothing in these Terms of Use will prevent IGEL from seeking injunctive relief with respect to a violation of intellectual property rights, confidentiality obligations or enforcement or recognition of any award or order in any appropriate jurisdiction.
8. 1. Changes to Terms. IGEL may modify these Terms of Use at its sole discretion by posting the revised terms on the IGEL Cloud Services. You may be required to click to agree to the modified Terms of Use in order to continue using the IGEL Cloud Services, and in any event your continued use of the IGEL Cloud Services (including the App Portal) after the effective date of the modifications constitutes your acceptance of the modified terms. For clarity, the version of these Terms of Use in place at the time of your download of any Apps will apply for purposes of that App. Except as provided in this Section 8.1, all changes or amendments to these Terms of Use require the written agreement of you and IGEL.
   2. Reporting Copyright and Trademark Violations. If you believe that any content in the IGEL App Portal violates your copyright, please email [email protected].
   3. Contact Information. For communications concerning these Terms of Use please write to [email protected]. IGEL may send you notices through your IGEL Cloud Services account or to your email address that is on file with IGEL.
   4. Entire Agreement. These Terms of Use constitute the entire agreement between the parties with respect to their subject matter and supersedes any and all prior or contemporaneous agreements between the parties with respect to their subject matter. For clarity, this does not limit the Vendor Terms, which apply in accordance with Section 3 above.
   5. Interpretation. If any provision of these Terms of Use is held invalid by a court with jurisdiction over the parties to these Terms of Use, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of these Terms of Use will remain in full force and effect. IGEL’s failure to enforce any provision of these Terms of Use will not constitute a waiver of IGEL’s rights to subsequently enforce the provision. In these Terms of Use, headings are for convenience only and terms such as “including” are to be construed without limitation.
   6. Assignment. You may not assign or transfer these Terms of Use. IGEL may freely assign, transfer and delegate its rights and obligations under these Terms of Use.
   7. No agency. Nothing in these Terms of Use or any Order is intended to, or shall be deemed to, make IGEL your agent, or authorize IGEL to make or enter into any commitments for you or on your behalf.
   8. Export Laws and Regulations. You may not use or otherwise export or re-export the Apps except as authorized by United States law and the laws of the jurisdiction in which the App was obtained. In particular, but without limitation, Apps may not be exported or re-exported (a) into any German or U.S. embargoed countries or (b) to anyone on the U.S Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list or the U.S. Department of Commerce’s Denied Persons, Entity, or Unverified Lists. By using any App Portal App, you represent and warrant that you are not located in any such country or on any such list. You agree not to use or provide the Apps for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the United States government.

IGEL App Portal Vendor Addendum

This IGEL App Portal Vendor Addendum to the IGEL Cloud Services Terms of Use (“Addendum”) is a binding Addendum between IGEL and the individual or entity registering as a vendor in the App Portal (“Vendor” or “you”). If you are an individual using the App Portal on behalf of your company, organization or other entity (for example, as an employee), then “you” means your entity and you are binding your entity to this Addendum.

Under this Addendum, you appoint and authorize IGEL to test and distribute your Apps on the terms and conditions of this Addendum, and IGEL accepts such appointment. IGEL may modify this Addendum from time to time, subject to the terms of Section 8.1 of the Terms of Use.

1. Introduction to the App Portal. The App Portal is platform within the IGEL Cloud Services for connecting vendors who make Apps for IGEL Software for End Users. Apps can be written using the IGEL Platform and can be written for use with IGEL Software. “IGEL Platform” means IGEL’s developer platform, including our APIs, API keys, CLIs, sample code, access tokens, SDKs and other tools described in the App Portal.
2. Your App Content; License to IGEL; End User Licensing
   1. Delivery. You will deliver your App(s) to IGEL on or prior to the initial availability date you designate for the App (the “Initial Availability Date”). Together with delivery of each App, you will also provide the following information and materials: (a) App title, Initial Availability Date, category, Vendor name, product description, icon, logo or banner images, and any other information related to the Apps that IGEL 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 App that you wish to appear in connection with your App; and (c) your Vendor Terms and Vendor Privacy Policy ((a)-(c), collectively, “Product Information”). Together, the Apps and Product Information are “App Content”.
   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 IGEL with corrections, updates, or modifications.
   3. Compliance. You will ensure that all App Content complies with this Addendum, including IGEL’s App Portal Guidelines (which are hereby incorporated into this Addendum). However, this Addendum will control in the event of any direct conflict with the App Portal Guidelines or any additional policies included or referenced in the App Portal Guidelines. “App Portal Guidelines” means the rules and policies that IGEL makes available on the App Portal and other IGEL web properties which set forth certain requirements (as may be modified by IGEL from time to time) for including your Apps in the App Portal.
   4. License Grant to IGEL. You hereby grant IGEL, during the Term (and thereafter in accordance with Section 7 (Term and Termination)), the nonexclusive, royalty-free, worldwide right and license:
      1. to distribute or make available (including via download), as applicable, the Apps through the IGEL App Portal to End Users by all means of electronic distribution available now or in the future;
      2. to use, reproduce, distribute, reformat, create excerpts from, promote, advertise, transmit, and publicly display and perform the Product Information (and any such excerpts) in any and all digital and other formats for promotional purposes in connection with (i) the IGEL App Portal and (ii) listings for your Apps;
      3. otherwise to use, store, copy and distribute your App Content (i) for testing and evaluation (including scanning for Viruses, as defined in Section 8.4) conducted by IGEL and its third party vendors; (ii) for purposes of exercising IGEL’s rights and fulfilling IGEL’s obligations hereunder; and (iii) for purposes of enforcing this Addendum and the App Portal Guidelines;
      4. to use your Apps for IGEL’s own business purposes internally, within the scope for which the App’s use is reasonably intended (“Internal Use License”). Vendor may opt out of the Internal Use License by giving IGEL notice thereof to [email protected].
   5. License Clarifications. The licenses granted to IGEL in Section 2.4: (i) include rights to distribute, promote and make available New Versions to eligible end users, (ii) include the right, as described in Section 7 (Term and Termination), to continue to retain and make available Apps and Product Information to existing End Users after the Term, and (iii) are granted under all applicable intellectual property rights (including patent rights). “New Version” means any enhancements, upgrades, updates, bug fixes, patches, new versions and other modifications and amendments to your Apps.
   6. Vendor Terms. You, not IGEL, license your Apps to end users, and you must provide your own Vendor Terms and Vendor Privacy Policy with any App. Your Vendor Terms and Vendor Privacy Policy must comply with, and be consistent with, the terms and conditions of this Addendum, including Section 5.3 (End User Data and Privacy-Related Obligations) and all applicable laws. You agree that IGEL does not and will not have any responsibility or liability related to compliance or non-compliance by you or any end user under the applicable Vendor Terms or Vendor Privacy Policy.
   7. Cloud Services. During the Term, Vendor may use the IGEL Cloud Services to access App Portal Guidelines, IGEL Marks, marketing tools and services, and other App Portal resources. Vendor may use such resources solely to exercise its rights and fulfill its obligations under this Addendum.
3. Delivery Commitments and Responsibilities related to End Users
   1. Delivery Commitment. You will deliver electronically to IGEL (and continue to make available during the Term) all versions of Apps for which you have the rights required under this Addendum. You will deliver any New Versions to the Apps, together with any related Product Information, as soon as they are available.
   2. End User Support. You will use commercially reasonable efforts to provide telephone, web-based and/or email support to the End Users for your Apps during normal business hours. You will provide to IGEL a current email address to which IGEL may direct inquiries from end users regarding your Apps. You are solely responsible for providing all support for your Apps, and for providing to End Users all information necessary for their use of your Apps. At a minimum you agree to respond within 24 hours to any support request that IGEL identifies as critical, and in all other cases within five business days of request from an end user or IGEL.
4. Reservations of Rights. As between you and us, you retain all right, title and interest in and to App Content that you deliver to us, excluding the IGEL Cloud Services or other IGEL technology or materials used or included in the App Content. Subject to your foregoing rights in the App Content, IGEL retains all right, title and interest in and to the IGEL App Portal, IGEL Cloud Services, IGEL Software, and all technology, content, information, services, trademarks and other intellectual property used in connection with the foregoing.
5. Additional IGEL App Portal Terms
   1. Prohibited Actions; Responsibilities. You may not reverse engineer, disassemble or decompile any IGEL code or technology used in connection with the IGEL App Portal, including the IGEL Cloud Services. You will not take any action that interferes with, damages, or accesses or uses in any unauthorized manner the hardware, software, networks, technologies or other properties or services of IGEL or of any end user or other third party. You agree not to make any representations, guarantees or warranties (1) that violate any laws or regulations, including any false advertising or consumer protection laws, (2) with respect to IGEL, the IGEL App Portal, or IGEL’s product or services, or (3) by IGEL or on behalf of IGEL, including with respect to handling of Security Incidents. In all activities under this Addendum, you agree to conduct yourself in a professional manner and not to disparage or devalue IGEL or the App Portal.
   2. IGEL App Portal Operations. IGEL maintains sole discretion to determine all features and operations of the IGEL App Portal. You acknowledge that IGEL has no obligation to promote, distribute, list or offer for sale any App, or to continue to do so.
   3. End User Data and Privacy‐Related Obligations.
      1. End User Data. An End User may enable you or your Apps to access End User Data. “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 IGEL App Portal.
      2. Collection and Use. You must obtain all necessary rights, permissions, and consents from end users for your access, collection, storage, transmission, treatment, use, disclosure, sharing, and other processing of any End User Data, and will ensure that all such processing complies with your Vendor Terms, Vendor Privacy Policy, and all Laws. If you retrieve End User Data directly from IGEL (e.g., end user contact information) via IGEL-provided APIs, portals or other similar means, you must limit your access and processing of such information to that (a) authorized by the end user or (b) necessary for the purposes of providing the functionality of your App. You may not sell any End User Data. IGEL shall not be liable for, or have any responsibility in connection with, End User Data processed by you or your App, and such activities with regard to End User Data are not in any way by or on behalf of IGEL.
      3. 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 IGEL Software without IGEL’s express written consent.
      4. Vendor Terms. You must ensure End Users agree to your Vendor Terms, which must comply with all Laws and clearly describe how any other applicable usage limits may impact an end user’s use of your Apps.
      5. Vendor Privacy Policy. You must provide a clear, complete, and conspicuous Vendor Privacy Policy that notifies End Users (1) how you access, collect and process End User Data, (2) with whom you share End User Data, (3) in which country or countries the End User Data will be stored and (4) that you (not IGEL) are responsible for your processing of End User Data, along with other disclosures required by Laws. You must comply with the terms and conditions of your Vendor Privacy Policy, and promptly notify End Users and IGEL of any material changes to it.
      6. Security. You must use industry-standard security measures appropriate for all End User Data and your processing activities, adequate to preserve End User Data’s confidentiality and security and comply with all Laws. You will also comply with any security, coding practices, authentication or encryption requirements for Apps in any security requirements provided by IGEL. You agree to remediate all security vulnerabilities identified to you by IGEL within the timeframes described in any security requirements provided by IGEL.
      7. Security Incidents. “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 your agents or contractors (whether intentional or accidental), (b) security vulnerability or compromise of your App or (c) issue involving your App that materially degrades IGEL systems or networks. Upon discovery or notice of any Security Incident, unless prohibited by law, you will promptly (within 48 hours) notify IGEL via a mutually agreed upon method. Your notice will provide IGEL information about the Security Incident and how it may affect IGEL Software, End Users or End User Data, and you agree to provide further information and assistance related to the Security Incident described in the App Portal Guidelines or as IGEL may request. Without limiting your other obligations, in event of a Security Incident, you will be solely responsible, at your own expense, for investigation, remediation and your own notifications to affected end users and regulatory authorities in accordance with Laws and industry standards. However, you must obtain IGEL’s approval for any breach notifications to End Users that refer directly or indirectly to IGEL. You must ensure that you have an updated contact name and contact information in your developer account for Security Incidents.  Without limiting any other reserved rights of termination or suspension, IGEL may de-list your App from the IGEL App Portal or suspend use of or access of your App to IGEL products as a result of any Security Incident.
      8. Security and Privacy Review. IGEL, or an authorized third party selected by us, may conduct a security or privacy review of any App or its supporting infrastructure to ensure compliance with (i) your obligations under Section 5.3 or (ii) security and privacy related sections of the App Portal Guidelines. Security and privacy reviews may include, without limitation: information requests to you, reviews of your documentation, interviews, security testing, technical testing and reviews, code reviews and scans (which may reverse engineer binary code), event logging, network testing, and vulnerability threat assessments. In addition, IGEL reserves the right to request that you provide the source code for your App, but solely for the purpose of IGEL conducting security and/or privacy tests. You agree to reasonably and promptly cooperate with such requests and reviews of your App and/or your App’s supporting infrastructure (in the case of Cloud Apps). IGEL (itself or through third parties) may conduct new or additional App security scans beyond those described in this Section 5.3.8, in which case IGEL will provide you at least 15 days prior notice and you may choose to opt-out of such scan with notice to IGEL.
   4. Export Controls and Economic Sanctions. You acknowledge that you develop and offer Apps through IGEL via its App Portal, and therefore you agree to strictly comply with all German and U.S. export controls and economic sanctions laws and regulations in connection with these activities.  You also acknowledge that IGEL and others may lawfully rely on your determination of your App’s export control status. Thus, you hereby represent, warrant, and certify that: (1) your Apps are authorized for export from Germany and the United States and re-export to each country to which you permit them to be distributed or made available through the IGEL App Portal, in accordance with the requirements of the Annex I of EU Dual Use Regulation 2021/821, Part I of the export list of the German Foreign Trade Regulation (Annex to the AWV) and U.S. Export Administration Regulations, 15 C.F.R. Part 730 et seq.; and (2) either (i) the Apps do not contain, use or support any data encryption or cryptographic functions (“Encryption Technology”) and have Export Control Classification Number (“ECCN”) EAR99 or (ii) you have qualified each App Portal App containing, using or supporting Encryption Technology for export as a “mass market encryption item” having ECCN 5D992 in accordance with 15 C.F.R Part 742.15(b)(2), as an item eligible for License Exception ENC pursuant to 15 C.F.R Part 740.17(b)(1) having ECCN 5D002, or as an EAR99 item and will, upon request, provide IGEL with a copy of the applicable self-classification report or mass market export classification ruling (CCATS), if applicable, issued by the United States Commerce Department, Bureau of Industry and Security. You further agree to comply with any and all ongoing export-control and reporting obligations, if applicable, related to any of your Apps. You agree to indemnify IGEL of any claim brought against IGEL for violation of any export-controls or economic sanctions law or regulation related to your Apps. You represent, warrant, and certify to IGEL that you will comply with all applicable export control and economic sanctions laws and regulations.
   5. Providing feedback, comments or suggestions about the IGEL Cloud Services or App Portal (“Feedback”) to IGEL is wholly voluntary. IGEL may freely use Feedback for any purpose and you shall not have any ownership or intellectual property right in the Feedback.
   6. Aggregated Information. In addition to IGEL’s other rights, IGEL may collect aggregated information regarding the App Portal and Apps (excluding any personally identifiable information). We will not provide information to any third party about Apps, or End Users purchasing Apps, except as necessary for us to perform our obligations under this Addendum, or otherwise provide the products or services to our End User under any applicable terms.
6. IGEL Control of App Portal. IGEL may determine in its sole discretion to make available or list any App through the App Portal, or to remove any App from the App Portal. IGEL may stop any transaction, or take other actions as needed to restrict access to or availability of any App Content that does not comply with this Addendum or that otherwise might adversely affect End Users. Inclusion of an App in the App Portal does not relieve you of responsibility to ensure the App complies with this Addendum or to perform other obligations under this Addendum.
7. Term and Termination
   1. Term. The term of this Addendum (“Term”) will begin on the date you agree to it in the manner set forth in the third paragraph of this Addendum and will continue until you or IGEL terminates it.
   2. Termination Rights.
      1. Either IGEL or you are entitled to terminate (i) this Addendum, in its entirety or with respect to particular Apps, and (ii) access to your account with thirty (30) days advance written notice to the other party. In addition, either party may terminate this Addendum upon written notice to the other party if (1) the other party becomes the subject of a petition in bankruptcy or other proceeding relating to insolvency, or makes an assignment for the benefit of creditors, (2) the party breaches its confidentiality or privacy related obligations under this Addendum, or (3) infringes or misappropriates the terminating party’s intellectual property rights.
      2. Notwithstanding anything to the contrary in this Addendum, immediately upon notice to you (or with the notice specified by IGEL at the time), IGEL may also terminate this Addendum (and/or terminate or suspend either your account on the App Portal or this Addendum with respect to any particular Apps) under the following circumstances: (i) IGEL ceases to operate the App Portal, (ii) you violate the Terms of Use, (or (iii) IGEL determines (in its discretion) that your participation in the App Portal could result in legal or business liability to IGEL or any third party or otherwise harm the App Portal or other vendors or End Users.
   3. Effect of Termination; Transition. 
      1. Transition Period. Following any termination or expiration of this Addendum or withdrawal of your App from the App Portal, (i) in IGEL’s discretion, IGEL may continue to fulfill any End User requests for Apps pending as of the date the termination takes effect, and (ii) IGEL will use reasonable efforts to take down the listing for your App within forty-five (45) days after the effective date of termination (or, if specified by IGEL, within the same period after notice of termination) (the “Transition Period”). IGEL may also retain copies of your App Content after termination or expiration of this Addendum, or withdrawal of your App, for its own record-keeping purposes.
      2. End User Rights. Unless otherwise specified by IGEL, all End User licenses and subscriptions to Apps (including any related support or maintenance periods) will survive termination or expiration of this Addendum in accordance with the applicable Vendor Terms. As such, IGEL may continue to make available any Apps for further access, downloads or re-downloads by existing End Users of those Apps for the duration of their applicable license, subscription or maintenance term (including after the Transition Period) (the “Surviving Term”).
   4. Survival. The following sections of this Addendum will survive termination or expiration of this Addendum and any Transition Period: Sections 2.2 (Accuracy), 5 (Additional IGEL App Portal Terms) through 14 (Addendum Changes).
8. Representations and Warranties. You represent, warrant and covenant that:
   1. Before providing IGEL any App Content or listing App Content in the IGEL App Portal, you will have obtained the rights necessary for the exercise of all rights granted under this Addendum and to End Users in relation to the App Content, and you will be solely responsible for and will pay any licensors or co‐owners any royalties or other monies due to them related to such App Content;
   2. None of the following will violate any Law, contain any defamatory material, or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade dress, trade secret, common law rights, rights of publicity, or privacy, or moral rights): (i) the exercise of any rights granted under this Addendum; (ii) the App Content; (iii) the sale or distribution of the App Content as contemplated in this Addendum; or (iv) any notices, instructions or advertising by you for or in connection with any App Content;
   3. You will immediately notify IGEL if you lose any IP rights related to your Apps or become aware of a third party claim related to these rights;
   4. Your App 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
   5. You will include any attributions, copyright information and other notices, terms and conditions that may be required to be provided to End Users (e.g., as part of your Vendor Terms) based on your use of third party “open source” software or other third party intellectual property in any App. You will also promptly make available to IGEL, End Users and any other third party that is entitled to it, the source code corresponding to any App or portion thereof if required, and in the manner required, by applicable third party terms and conditions. IGEL’s use (in any manner as permitted hereunder) of any App Content will not subject it to, or cause it to violate, any open source or other third party terms or Addendums of any kind.
9. Indemnity
   1. By IGEL. Subject to the terms and conditions of this Addendum: (1) IGEL shall defend a Vendor from claims by third parties alleging that the App Portal itself, when used in connection with the Vendor’s App, infringes such third party’s United States, European Union, or EU member state registered copyright or trademark and (2) IGEL shall pay damages finally awarded by a court of competent jurisdiction against such Vendor for such a claim or, if IGEL settles the claim, the settlement amounts. IGEL’s obligations in this Section 9.1 apply only to the App Portal itself and not to any Apps, the IGEL Cloud Services, IGEL Software, other IGEL products or services, or other third party content hosted on or used with the App Portal, and in any case IGEL’s obligations do not apply if the alleged infringement, misappropriation or violation resulted from any modifications, combinations, or unauthorized use of the App Portal. As a condition to IGEL’s obligations under this Section 9.1, you must provide IGEL (i) prompt written notice of the claim (and in any event notice in sufficient time for IGEL to respond without prejudice), (ii) the exclusive right to control and direct the investigation, settlement and defense (if applicable) of the claim, and (iii) all reasonable necessary cooperation. This Section 9.1 sets forth IGEL’s sole liability and your exclusive remedy with respect to third party claims of intellectual property rights infringement.
   2. By You. You will indemnify, defend and hold harmless IGEL 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 out of any third party claim relating to (i) any App Content or the use of App Content (including any claims made by or arising from End Users), (ii) your breach or alleged breach of this Addendum, or (iii) any Security Incidents caused by your Apps or third party services supporting your Apps (individually, a “Claim,” and collectively, the “Claims”). In any defense or settlement negotiations, you will keep IGEL apprised of all relevant developments, including the choice of counsel. IGEL may participate in the defense or settlement of any Claim at its own expense. You will provide IGEL with reasonable notice of any judgment entered against IGEL or any settlement terms offered to settle a Claim and you will not consent to the entry of a judgment or settle a Claim without IGEL’s prior written consent, which we may not unreasonably withhold. If you do not promptly assume and reasonably conduct the defense of a Claim or take reasonable action to settle any such Claim after being provided with sufficient reasonable advance notice to evaluate the Claim, then IGEL may take control of the defense (without limiting your indemnification obligations). Your obligations under this Section 9.2 are independent of your other obligations under the Addendum.
10. IGEL Confidential Information
    1. Definition. All information disclosed by IGEL that is marked as confidential or proprietary or that you should reasonably understand to be confidential or proprietary is “Confidential Information”. Confidential Information includes non-public aspects of the IGEL Cloud Services, App Portal and IGEL Software; non-public aspects of third-party applications listed in the App Portal to which you obtain access as a result of the relationship between you and IGEL under this Addendum; non-public End User Data provided to you by IGEL; and non-public technology, technical information and product plans to which you obtain access as a result of the relationship between you and IGEL under this Addendum. Confidential Information shall not include any information that: (i) is or becomes generally known to the public; (ii) was known to you before its disclosure hereunder; or (iii) is received from a third party, in each case without breach of an obligation owed to IGEL or anyone else.
    2. Your Obligations. During and after the term of this Addendum, you shall (a) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (b) only use Confidential Information to fulfill your obligations under this Addendum. If you are compelled by law to disclose Confidential Information, you must provide IGEL with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at IGEL’s cost, if IGEL wishes to contest the disclosure.
    3. Injunctive Relief. In event of actual or threatened breach of this Section 10, IGEL 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.
11. Independent Development; Information You Provide Is Not Confidential. IGEL develops its own products and services and works with many other partners and developers, and either IGEL or these third parties could in the future develop (or already have developed) products, concepts or ideas similar to yours or your Apps. Subject to IGEL’s obligations relating to App source code in Section 8.5 and the terms of any applicable mutually-agreed non-disclosure agreement, nothing limits IGEL or such third parties from doing so, and IGEL has no confidentiality obligations for information you submit in connection with this Addendum.
12. IGEL Trademarks/Publicity/Intellectual Property. You will not violate IGEL intellectual property in any form, including IGEL patents, trademarks, copyrights, and trade secrets. You will: (i) only use the IGEL Marks in the form and manner as set forth in IGEL’s trademark guidelines (available at https://de-staging.igel.com/igelbranding/) and only in connection with the distribution of your Apps in the IGEL App Portal; (ii) follow any other policies that IGEL communicates to you regarding the use of IGEL Marks as keywords in online search engines; (iii) not register any domain names that contain any terms that are the same or similar to any IGEL Marks; and (iv) upon expiration or termination of this Addendum for any reason, immediately cease all use of the IGEL Marks, unless you are otherwise authorized to continue using the IGEL Marks pursuant to a separate written Addendum with IGEL. “IGEL Marks” means the trademarks, trade names, service marks and logos owned or otherwise used by IGEL. Nothing contained herein shall grant you any ownership right in the IGEL Marks or any other IGEL intellectual property.
13. Disclaimers and Limitations of Liability
    1. Disclaimer of Warranties. THE APP PORTAL, IGEL MARKS AND IGEL PLATFORM ARE PROVIDED “AS IS” AND IGEL EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT.
    2. Limitations of Liability. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 9 ABOVE AND EXCEPT FOR VENDOR’S BREACH OF SECTION 5.1 (PROHIBITED ACTIONS; RESPONSIBILITIES), SECTION 5.3 (END USER DATA AND PRIVACY-RELATED OBLIGATIONS) OR SECTION 10 (CONFIDENTIALITY): (A) NEITHER YOU NOR IGEL SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF YOU OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (B) IN NO EVENT SHALL EITHER YOUR OR IGEL’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS ADDENDUM OR THE IGEL APP PORTAL, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED USD TEN THOUSAND DOLLARS.
14. Addendum Changes. As the App Portal evolves over time, we may need to update this Addendum. Therefore, IGEL reserves the right to change this Addendum at any time in its sole discretion with the changes to the Addendum becoming effective thirty (30) days after notice. IGEL will give you notice of the changes by posting an updated version of this Addendum on its website or within the App Portal, or by emailing you at an email address you have provided. If you do not agree to any of the changes, your sole remedy is to terminate this Addendum prior to the date on which the changes are to take effect by (i) providing written notice to IGEL by emailing [email protected] and (ii) withdrawing all of your Apps from the App Portal.If you terminate this Addendum according to the preceding sentence, the changes will not apply to you. Otherwise, your continued participation in the App Portal after the changes take effect will constitute your acceptance of the changes. In addition, you may be required to click to agree to the modified Addendum to continue participating in the App Portal.