Infor Marketplace Terms of Service

Welcome to the Infor Marketplace (the “Marketplace”) which allows you, so long as you are an existing customer of software rights sold by Infor (US), LLC ("Infor"), to purchase access and/or license rights to software owned by Infor (“Infor Software”) or software owned by independent third parties (such third parties “Third Party Vendors”, and the software of such Third Party Vendors, “Third Party Software”), subject to these Terms of Service (“Terms”).

PLEASE REVIEW THESE TERMS CAREFULLY, AS THEY CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND INFOR. BY PURCHASING RIGHTS TO SOFTWARE ON THE MARKETPLACE, OR OTHERWISE USING THE MARKETPLACE, YOU ACKNOWLEDGE THAT YOU READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS YOU MUST IMMEDIATELY CEASE YOUR USE OF THE MARKETPLACE.

REFERENCES TO "YOU" REFER TO THE ENTITY PURCHASING RIGHTS TO SOFTWARE ON THE MARKETPLACE OR OTHERWISE USING THE MARKETPLACE, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS, AND TO THE SEPARATE SOFTWARE TERMS OF SALE.

Privacy

Additional information on Infor's processing of personal data is available in the Infor Privacy Policy https://www.infor.com/about/privacy. The terms of Infor's Privacy Policy, and any future amendments to it, are hereby incorporated by reference in its entirety into these Terms and subject to these Terms. Third Party Providers may have privacy policies or practices that differ from Infor's Privacy Policy. Please check third-party privacy disclosures for details.

Copyright

Copyright © 2024 Infor. All rights reserved. The trademarks and service marks on the Marketplace are registered and unregistered trademarks of Infor or others. Your use of any trademarks and service marks without the written permission of the trademark or service mark owner is strictly prohibited. Nothing contained on the Marketplace should be construed as granting, by implication, estoppel or otherwise, any license or right to use any of Infor's trade names, trademarks or service marks without Infor's express prior written consent.

Registration; Right to Rely

You agree to establish a payment account through the Marketplace, and to keep your Marketplace payment and registration information on the Marketplace current, complete and accurate. You are responsible for maintaining the secrecy of your password and for activities occurring on the basis thereof.

Each user must register separately, although corporate entities may possess only one user name and password. Thus, only one registration is required for such corporate entities. You may not disclose your user name and password to non-authorized individuals within your organization or to outside third parties. You may not use another user’s user name and password without their explicit authorization. Infor will not be responsible if you suffer any harm or loss because you do not keep your password secret, if you let someone else use your account, if you use someone else’s password or account, or if you become aware of or suspect unauthorized use of your password or account but do not tell us promptly.

Infor may act in reliance upon any instruction, information, document, filing, name, email address or user password that meets the Marketplace automated criteria or which is believed by Infor to be genuine. For any password protected areas, Infor may assume a person entering a user name address and associated password is, in fact, that user or is authorized by that user to act on its behalf. Infor may assume the latest email addresses and registration information on file with the Marketplace are accurate and current. When programmed to do so, the Marketplace may take prescribed actions in the absence of receiving proper and complete contrary instructions.

Modifications

Infor reserves the right, at its sole discretion, to modify these Terms at any time without notice, which changes will be effective immediately when posted. You agree that Infor is not liable to you or to any third party as a result of any such action. In the event such modifications materially alter your rights or obligations, Infor will use commercially reasonable efforts to notify you of the change, which may be through use of a pop-up window or email to the address you provide upon registration. Your continued use of the Marketplace after the changes become effective constitutes your acceptance of such changes.

Additional Terms

The Marketplace may be subject to additional policies posted from time to time on the Marketplace. Your continued use of the Marketplace is subject to such policies, which will be deemed incorporated by reference into these Terms.

Software Purchases

Payments for Infor Software and Third Party Software will be by the method indicated in the Marketplace. You are responsible for all charges for purchases made by you or anyone using your account, whether authorized by you or not. If your account is past due, your access to the Marketplace may be terminated without notice to you.

You are responsible for paying any governmental taxes imposed on your Marketplace purchases, including, but not limited to, sales, use or value-added taxes. To the extent Infor, or a Third Party Vendor, is obligated to collect such taxes, the applicable tax will be added to the amounts to be charged for your purchases.

All fees on the Marketplace are final and non refundable [ ALTERNATE, except as may be otherwise set forth in the terms of purchase for any Third Party Vendor][. ALTERNATE However, within thirty (30) days of your purchase of any Third Party Software, you will be entitled to a full refund of the amount you paid if you are not satisfied with the Third Party Software for any reason, provided that you notify Infor via email within such thirty day period at the address specified in the Notice section below and request a refund.] Unless otherwise specified, all fees are in US dollars.

Infor and Third Party Vendors may change the direction or terminate the development of the Marketplace, Infor Software, or Third Party Software at any time in its sole discretion and without notice.

Third-Party Software

Third Party Software offered on the Marketplace is made available by Third Party Vendors that are not affiliated with Infor or its licensor AppDirect, Inc. (“Licensor”). These are offered as a convenience to you. Infor has no control over and does not endorse Third Party Software or related products or services. Infor is a distributor and not a re-publisher of third party content and is an advertising channel for Third Party Software or related products or services. Accordingly, you acknowledge and agree that neither Infor nor Licensor is responsible for any such Third Party Software or related products and services. Your purchase or rights to Third Party Software, or related products and services, requires an agreement between you and such Third Party Vendor as well as acceptance of other terms and policies of such Third Party Vendor, and neither Infor nor Licensor are parties to or responsible for or monitor the obligations thereunder. You agree to exercise due diligence before engaging with a Third Party Vendor.

Restrictions

By using the Marketplace, you agree not to:

1. upload, transmit, post, email, or otherwise make available to the Marketplace any content or other material in any format that: (i) is false, inaccurate, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, invasive of another's privacy, libelous, and/or otherwise objectionable; (ii) infringes any third party's intellectual property; or (iii) contains viruses, worms, Trojan horses, back doors or trap doors, corrupted files, or any other similar software or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
2. alter, remove, or falsify any attributions or other proprietary designations of origin or source of any other content appearing on the Marketplace or contained in a file that is uploaded to the Marketplace;
3. impersonate any person or entity, including without limitation an Infor official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
4. attempt, through any means, to gain unauthorized access to the Marketplace, including through use of robots, or another user's account on the Marketplace;
5. (i) decompile or reverse engineer the Marketplace or Licensor’s software as a service solution that powers the Marketplace (the “Platform”) or take any other action to discover the source code or underlying ideas or algorithm or any components thereof, (ii) copy the Marketplace or the Platform, (iii) post, publish or create derivative works based on the Marketplace or the Platform, or (iv) remove any copyright notice, trade or service marks, brand names and the like from the Marketplace or the Platform or related documentation; or
6. use any robot, spider, other automatic device, or manual process to monitor or copy web pages or content without Infor’s prior expressed written permission. Additionally, you agree not to take any action that imposes an unreasonable or disproportionately large load on Infor's infrastructure

The use of any device, software, or routine that interferes or attempts to interfere with the proper working of the Marketplace is expressly prohibited.

Infor prohibits unauthorized links to the Marketplace, and reserves the right to disable any unauthorized links.

Ownership; Proprietary Rights

The Marketplace is owned and operated by Infor and Licensor. Licensor retains all right, title and interest in and to the Platform. The Marketplace may contain information, data, software (including updates), downloads, images, video clips, music, links, logos and other material (collectively, the "Content") that are the copyright, trademark or other intellectual property of Infor Equity Holdings LLC, and/or its affiliates, subsidiaries, partners and/or third-party suppliers (including the Licensor). The Content in the Marketplace is copyrighted individually and as a collective work. You will ensure that all copyright, trademark or other proprietary rights notices appearing on any Content remain intact and legible.

If you operate a website, then you may not display the Content within a frame or border, or "deep link" or harvest Content located below the upper-most URL. You will not link to the Marketplace or Content in a manner that suggests an endorsement or affiliation between the sites absent the written consent of Infor. You will remove any link to the Marketplace that Infor finds objectionable promptly upon request.

Infor and Licensor reserve all rights not expressly granted in these Terms.

User Content

The Marketplace may allow you to post, upload, transmit through or otherwise make your content (e.g., feedback, comments, reviews, photos or other content) available to other users of the Marketplace (collectively, “User Content”). Infor is not obligated to, and does not regularly review, prescreen, monitor, delete, or edit User Content. You represent that (a) any User Content you provide is complete and accurate; (b) you own or otherwise control all the rights to such User Content and have the authority to grant rights in such User Content as set forth in these Terms; and (c) such User Content does not violate any provision in these Terms and will not cause injury to any person or entity. Infor shall not be liable to you for any loss caused by your failure to comply with this Section. Infor shall have the right, but not the obligation, in its sole discretion, to edit, move, delete or remove any User Content made available through the Marketplace, for any reason, including a breach of these Terms or violation of law.

You hereby grant Infor a perpetual, royalty-free, irrevocable, worldwide, unlimited, non-exclusive license to use, reproduce, modify, publish, transmit, perform, display, sublicense, translate, distribute and create derivative works from any User Content provided by you in, or through, the Marketplace for any purpose whatsoever, in any form, media or technology now or hereafter known or developed. No credit, approval or compensation is due to you for any such use of such User Content. Please note any User Content submitted by you is and will be treated as non-confidential and non-proprietary as to you, provided that personal information we collect on the Marketplace will be subject to Infor's Privacy Policy.

Termination; Terms Violations

Infor may in its sole discretion disable your password or terminate or suspend your account and any current activities related to the Marketplace immediately, without notice to you, if you breach these Terms or if Infor is unable to verify or authenticate any information that you provide to us. Infor reserves the right, in its sole discretion, to refuse access to any user at any time to those portions of the Marketplace that require registration. You agree that Infor shall not be liable to you or any third party for any termination of your access to the Marketplace. If Infor or Licensor has suspended or removed you from the Marketplace, you may not make use of or register on the Marketplace, and you must immediately cease your use of the Marketplace.

Any suspected fraudulent, abusive, or illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Infor may have at law or in equity.

Indemnification

You agree to indemnify, defend, and hold harmless Infor, its affiliated companies, contractors, employees, agents, licensors, and partners from and against any claims, actions, proceedings, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Marketplace, your violation of these Terms or any Third Party Vendor terms, or your alleged infringement of third-party intellectual property or privacy rights. Infor reserves the right, at your expense, to assume the exclusive defense and control of any third party claim, action or proceeding for which you are required to indemnify Infor, and you agree to cooperate with Infor's defense thereof. Infor will use reasonable best efforts to notify you of any such third party claim, action, or proceeding upon becoming aware of it.

Warranty Disclaimer

YOU EXPRESSLY AGREE THAT THE USE OF THE MARKETPLACE IS AT YOUR SOLE RISK. THE MARKETPLACE AND ANY INFORMATION, CONTENT, COMMUNICATIONS, FEATURES, PRODUCTS, SERVICES, OR SOFTWARE MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE MARKETPLACE MAY NOT ALWAYS BE AVAILABLE AND MAY INCLUDE INACCURACIES, ERRORS, VIRUSES AND DEFECTS AND ARE PROVIDED BY INFOR AND ITS LICENSORS ON AN "AS IS" BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT, WITH RESPECT TO SOFTWARE, AS MAY BE EXPRESSLY SET FORTH IN THE SEPARATE TERMS OF SALE TO YOU OF SUCH SOFTWARE. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, INFOR AND ITS AFFILIATES, PARTNERS, AND LICENSORS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS RELATED TO YOUR USE OF THE MARKETPLACE. INFOR IS NOT RESPONSIBLE FOR UNAUTHORIZED ACCESS TO OR DISRUPTION OF YOUR COMMUNICATIONS, CONTENT OR TRANSACTIONS ENTERED INTO WITH OR THROUGH THE MARKETPLACE. INFOR IS NOT RESPONSIBLE FOR ANY HARASSING, DEFAMATORY, ILLEGAL OR IMPROPER CONDUCT OR CONTENT OF THIRD PARTIES, OR FOR ANY INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS BY THIRD PARTIES.

INFOR AND LICENSOR DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING SOFTWARE, PRODUCTS OR SERVICES THAT YOU OBTAIN FROM THIRD PARTY VENDORS. YOU WILL LOOK SOLELY TO THE THIRD PARTY VENDOR FOR ALL CLAIMS REGARDING SUCH MATTERS.

TO THE EXTENT APPLICABLE LAW DOES NOT ALLOW THE EXCLUSION OF ANY OF THE ABOVE-MENTIONED WARRANTIES, THE DISCLAIMERS ABOVE DO NOT APPLY TO YOU.

Limitation of Liability

THE TOTAL LIABILITY OF INFOR, ITS DIRECTORS, EMPLOYEES, AFFILIATES, SHAREHOLDERS, AGENTS OR LICENSORS TO YOU FOR ANY DAMAGES ARISING OUT OF YOUR USE OF THE MARKETPLACE, INFOR SOFTWARE (EXCEPT AS MAY BE EXPRESSLY SET FORTH IN THE SEPARATE TERMS OF SALE TO YOU OF SUCH SOFTWARE), THIRD PARTY SOFTWARE, OR ANY RELATED PRODUCTS OR SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, WARRANTY, STRICT LIABILITY OR OTHERWISE) AND EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY, WILL NOT EXCEED THE AMOUNT PAID BY YOU, IF ANY, TO INFOR THROUGH THE MARKETPLACE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR ONE HUNDRED US DOLLARS ($100 USD), WHICHEVER IS GREATER.

IN NO EVENT IS INFOR, ITS DIRECTORS, EMPLOYEES, AFFILIATES, SHAREHOLDERS, AGENTS OR LICENSORS LIABLE TO YOU, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, WARRANTY, STRICT LIABILITY OR OTHERWISE), FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST SAVINGS, LOST PROFIT, LOST GOODWILL, LOST OR CORRUPTED DATA OR BUSINESS INTERRUPTION) AND EVEN IF NOTIFIED IN ADVANCE OF SUCH POSSIBILITY ARISING OUT OF YOUR USE OF THE MARKETPLACE, INFOR SOFTWARE, THIRD PARTY SOFTWARE, OR ANY RELATED PRODUCTS OR SERVICES. SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, AND IN THAT CASE THE FOREGOING LIMITATION MAY NOT APPLY TO YOU AND INFOR’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.

THESE LIMITATIONS ARE A MATERIAL CONDITION TO THESE TERMS OF USE AND USE OF THE MARKETPLACE, ARE COMMERCIALLY REASONABLE AND HAVE BEEN FACTORED INTO THESE TERMS OF USE AND MARKETPLACE AS A WHOLE.

Protected Parties

THE WARRANTY DISCLAIMERS, LIABILITY LIMITS, INDEMNITIES AND RESERVATION OF RIGHTS CONTAINED IN THESE TERMS OF USE PROTECT INFOR, ITS DIRECTORS, OWNERS, AGENTS, CONSULTANTS, ADVISERS, EMPLOYEES, AFFILIATES, ADVERTISERS, DISTRIBUTORS, RESELLERS, SUPPLIERS, PUBLISHERS, PROMOTERS AND THE LICENSOR.

Notice

All notices and other communications required or permitted under these Terms or the Marketplace must be in writing and will be deemed given when sent by overnight courier or email. Notices to you must be sent to the address your provided on registration. Notices to Infor must be sent to Infor, Attention: General Counsel, 133 Peachtree Street NE, 24th Floor, Atlanta, GA 30303 and legalnotices@infor.com, or to such other place as it may subsequently designate in writing.

Copyright Infringement Complaint Procedures

If you believe in good faith that your work has been copied in a way that constitutes copyright infringement, please notify Infor per the process set forth in https://www.infor.com/about/legal.

Force Majeure

Infor is not responsible for any delay or failure in performance of the Marketplace in whole or in part due to factors beyond its reasonable control, including, without limitation: fires, floods, storms, earthquakes, civil disturbances, disruption of telecommunications, transportation, utilities, services or supplies, governmental action, computer viruses, corruption of data, hacker attack, incompatible or defective equipment, software or services, acts, omissions or defaults of third parties, or otherwise. Nothing herein enlarges any warranty or diminishes any disclaimer under these Terms.

Injunctive Relief

If you violate or exceed the scope of these Terms or infringe any proprietary rights in connection therewith, then you agree Infor would be irreparably harmed and may (in addition to other relief and without having to post bond) obtain a court order enjoining your infringing activity.

Governing Law and Forum

These Terms shall be governed by Delaware law to the maximum extent permitted by law, without regards to conflicts of law principles. EACH OF YOU AND INFOR IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THESE TERMS OR USE OF THE CONTENT, REGARDLESS OF THE NATURE OF THE CLAIM OR FORM OF THE ACTION. YOU ARE RESPONSIBLE FOR COMPLYING WITH YOUR OWN LOCAL LAWS, WHICH MAY VARY WITH RESPECT TO CERTAIN ACTIVITIES OR PEOPLE. Should you bring legal action against Infor, then you irrevocably agree that it will be brought and maintained within one (1) year after the claim arises or be barred. If Infor must enforce these Terms, then you agree to accept electronic service at your stated e-mail address.

Technology and Data Transfer

The transport of technology, technical data and information across national boundaries is regulated by the U.S. and by certain foreign governments. You agree not to directly or indirectly export or re-export any information, software or technology obtained from or through the Marketplace that requires an export license or governmental approval without first obtaining that license or approval.

If you reside in the European Union (EU) or if any transfer of information between you and the Marketplace is governed by the General Data Protection Regulation (Regulation 2016/679), then you consent to the transfer of such information outside of the EU to such other countries as may be contemplated by the features and activities provided by the Marketplace.

Licensor is a Third Party Beneficiary

The software and Platform for the Marketplace are powered by Licensor. Licensor is a third party beneficiary of these Terms and is entitled to enforce them as if it were a party.

Independent Contractors, No Agency

The relationship between you and Infor is one of independent contractors. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended, nor shall anything herein be interpreted or construed to or create, either expressly or by implication, any such relationship.

Notice to California Residents

Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information.

Pricing Information. Infor does not currently charge separate fees to use this Marketplace, other than to purchase rights to software and related products and services. Infor reserves the right to change fees, surcharges or to institute new fees at any time in its sole discretion, as provided in these Terms.

Complaints. The Complaint Assistance Unit of the Division of Consumer Websites of the California Department of Consumer Affairs may be contacted in writing at 1020 North Street, Suite 501, Sacramento, CA 95814, or by telephone at (916) 445-1254.

Miscellaneous

These Terms reflect the entire and exclusive agreement between you and Infor concerning your use of the Marketplace and supersedes all other agreements in relation thereto, whether written or verbal. This electronic document or a hardcopy duplicate in good form shall be considered an original document admissible into evidence unless the document’s authenticity is genuinely placed in question. Infor reserves the right to assign these Terms or delegate responsibility to any third party, including a party acquiring any of the operating assets or ownership interests of Infor. All licenses or permissions granted to you by these Terms are personal in nature and may not be assigned, sublicensed or otherwise transferred and any attempt to the contrary is void, absent Infor’s written consent. Any provision of these Terms found by a court to be illegal or unenforceable shall automatically be deemed conformed to the minimum requirements of law and shall thereupon be given full force and effect as so modified. Any waiver by Infor of a provision in one instance, which waiver must be in writing, shall not preclude enforcement of it on future occasions. Headings are for reference purposes only and have no substantive effect.

BY CLICKING ON THE "I AGREE" BUTTON OR OTHERWISE AGREEING TO THESE TERMS, YOU ACKNOWLEDGE THAT YOU A UNITED STATES CITIZEN OVER 18 YEARS OLD, HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM.