Marketplace Terms and Conditions

BY CLICKING “ACCEPT TERMS AND PROCEED” OR “DOWNLOAD”, YOU ACKNOWLEDGE AND AGREE TO THESE MARKETPLACE TERMS AND CONDITIONS PROVIDED HEREIN FOR GUIDEWIRE EXTENSIONS AND THIRD-PARTY EXTENSIONS. EXTENSIONS AS USED HEREIN SHALL MEAN ACCELERATORS, INTEGRATIONS, SUREPATH CONTENT, DIGITAL EXPERIENCE TEMPLATES, GO CONTENT, AUTOPILOT WORKFLOWS AND THOSE WITH SIMILAR FUNCTIONALITY IN THE FUTURE. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, CLICK "BACK" AND PROCEED NO FURTHER.

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE CLICKING THE "ACCEPT TERMS AND PROCEED" OR “DOWNLOAD” BUTTON ON GUIDEWIRE’S MARKETPLACE SITE.

IF YOU ARE ENTERING INTO THESE TERMS AND CONDITIONS ON BEHALF OF A CORPORATION OR OTHER LEGAL ENTITY (“ORGANIZATION”), THEN (I) ALL REFERENCES TO “YOU” OR “YOUR” IN THIS THESE TERMS AND CONDITIONS AFTER THIS PARAGRAPH WILL MEAN THE ORGANIZATION, AND (II) BY CLICKING THE “ACCEPT TERMS AND PROCEED” OR “DOWNLOAD” BUTTON YOU REPRESENT AND WARRANT (X) THAT YOU ARE CURRENTLY EMPLOYED BY OR ARE AN AGENT OR REPRESENTATIVE OF THE ORGANIZATION AND HAVE THE AUTHORITY AND LEGAL ABILITY TO ENTER INTO THESE TERMS AND CONDITIONS ON BEHALF OF THE ORGANIZATION, AND (Y) THE ORGANIZATION AGREES TO BE BOUND BY ALL OF THE TERMS OF THESE TERMS AND CONDITIONS.

BY CLICKING “ACCEPT TERMS AND PROCEED” OR “DOWNLOAD”, YOU AGREE TO BE BOUND BY THE TERMS OF THESE TERMS AND CONDITIONS. CLICKING THE “ACCEPT TERMS AND PROCEED” OR “DOWNLOAD” BUTTON IS A LEGALLY VALID WAY TO CREATE A BINDING CONTRACT AND CONSTITUTES YOUR ELECTRONIC SIGNATURE TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS OF THESE TERMS AND CONDITIONS, CLICK "BACK" AND PROCEED NO FURTHER.

GUIDEWIRE reserves the right to change or modify any of the MARKETPLACE terms and conditions at any time and in GUIDEWIRE’S sole discretion. Any changes or modification will be effective immediately upon posting of the revisions on the MARKETPLACE Site, and you waive any right you may have to receive specific notice of such changes or modifications. Your continued use of materials provided under the MARKETPLACE Site following the posting of changes or modifications will confirm your acceptance of such changes or modifications.

THE ENGLISH VERSION OF THESE TERMS AND CONDITIONS SHALL BE PREEMINENT, MEANING THAT ANY TRANSLATED VERSIONS ARE FOR CONVENIENCE ONLY, AND ANY INCONSISTENCIES BETWEEN THE ENGLISH VERSION AND THE TRANSLATED VERSION WILL BE RESOLVED IN FAVOR OF THE ENGLISH VERSION. YOU SHOULD RETAIN A COPY OF THESE TERMS AND CONDITIONS FOR YOUR RECORDS.

GUIDEWIRE RESERVES THE RIGHT, AT ITS DISCRETION, TO MAKE AVAILABLE ON MARKETPLACE, OR REMOVE, VERSIONS OF EXTENSIONS. GUIDEWIRE RESERVES THE RIGHT, AT ITS DISCRETION, TO CHANGE, MODIFY, ADD, OR REMOVE, PORTIONS OF THESE TERMS AND CONDITIONS BY POSTING THE AMENDED TERMS AND CONDITIONS. FOR PREVIOUSLY DOWNLOADED VERSIONS OF EXTENSIONS, SUCH AMENDED TERMS SHALL GO INTO EFFECT 30 DAYS AFTER THE VERSION PUBLISH DATE OF THE AMENDED TERMS AND CONDITIONS.

BY CLICKING “ACCEPT TERMS AND PROCEED” OR “DOWNLOAD”, YOU ACKNOWLEDGE AND AGREE TO THE INFORMATION PROVIDED HEREIN. IF YOU DO NOT AGREE TO THE TERMS OF THESE TERMS AND CONDITIONS, PROCEED NO FURTHER.

THE FOLLOWING SHALL APPLY TO GUIDEWIRE EXTENSIONS:

Subject to the terms of these Terms and Conditions, Guidewire grants to you a nonexclusive, nontransferable, royalty-free license during the term of these Terms and Conditions to use and modify the Extensions solely as set forth below. If you have licensed a Guidewire software product (such as ClaimCenter, BillingCenter, PolicyCenter, InsuranceSuite or InsuranceNow) for your business (“Guidewire Customer”), then your use of the Extensions-is limited to internal use in connection with your authorized use of the Guidewire software products(s) you separately licensed from Guidewire. If you are assisting a Guidewire Customer in implementing one or more Guidewire software products, then your use is limited to use within the Guidewire Customer's environment solely as necessary to provide implementation and related services for the Guidewire software products licensed by the Guidewire Customer.

Extensions contain confidential information and trade secrets of Guidewire and/or Guidewire’s partners or suppliers. You shall treat the Accelerator, GO Products, and/or SurePath Content in a confidential manner with the same degree of care as you treat your own proprietary information of like importance, but with no less than a reasonable degree of care. You shall not use the Extensions for any purpose other than as permitted above or disclose the Extensions to anyone other than your employees or contractors with a need to access the Extensions as part of their employment or engagement. You are liable for a breach of these Terms and Conditions, including liability for violating any confidentiality obligations in these Terms and Conditions or any intellectual property rights of Guidewire and/or its partners or suppliers, committed by you or any person to whom you provided access to the Extensions.

You shall not (and shall not allow any third party to): (i) for an Extension not delivered in source code form, decompile, disassemble, or otherwise reverse engineer the Extension or attempt to discover any source code or underlying ideas or algorithms of the Extension ; (ii) remove any product identification, copyright, or other notices embedded within the Extension; (iii) modify or create a derivative work of the Extension (except as otherwise expressly authorized by Guidewire in writing or by applicable law); (iv) remove, or export, or re-export the Extension in violation of applicable laws or regulations; (v) relicense, provide, lease or lend the Extension to any third party, or use the Extension for timesharing or service bureau purposes; (vi) copy the Accelerator, GO Products, and/or SurePath Content or any portion thereof except as provided in these Terms and Conditions; or (vii) disclose any performance information or analysis (including, without limitation, benchmarks) from any source relating to the Extension

The Extension may contain open source material, third-party software and other third-party data (collectively, the “Third Party Content”). Terms, conditions and proprietary notices for or applicable to Third Party Content may be located in the Extension documentation or may be otherwise provided by Guidewire to you (“Third Party Terms”). You shall comply with the Third Party Terms as a condition of your use of the Extension. To the extent any permissions, restrictions or other terms of the Third Party Terms conflict with the terms of these Terms and Conditions with respect to a Third Party Content item, then the provisions of those Third Party Terms will control solely with respect to that Third Party Content item. Guidewire does not provide technical support for the Extension.

Guidewire has made Extensions available to you to help accelerate your implementation of Guidewire product(s) and provide a standardized configuration pattern for a feature. You will be solely responsible for any changes made to your configuration as a result of implementing any of the Extensions. In addition, any mention of known issues or planned future enhancements in Extensions (including the SurePath Content Module) or related documentation do not represent formal commitments on product direction by Guidewire. You also understand that Guidewire owns the intellectual property rights to any Extension documentation or code that Guidewire makes available to you.

The Extension is provided “as is” without warranty, condition or representation of any kind. Any implied warranty or condition of merchantability, non-infringement, satisfactory quality or fitness for a particular purpose is expressly excluded and disclaimed. Guidewire does not perform any penetration testing, vulnerability scanning or any other industry-standard security testing on the Extension, whether as a stand-alone component or as integrated into or with Guidewire’s software products. Use of the Extension is entirely and solely at your risk and responsibility.

THE FOLLOWING SHALL APPLY TO THIRD-PARTY , EXTENSIONS GENERALLY:

Neither party has any liability to the other party, whether in contract, tort, or negligence for lost profits or business interruption, or for any indirect, special, incidental, punitive, or consequential damages of any kind or nature whatsoever arising out of or in connection with Customer's use of or inability to use the Extensions or otherwise regarding these Terms and Conditions. In no event will either party be liable to the other party for an amount that exceeds US$5,000. The foregoing limitations shall not apply to a situation if, and only to the extent that, such contractual limitations cannot under applicable laws limit in such situation the party’s liability, and the foregoing limitations shall not apply to either party’s indemnification obligations or to a breach of confidentiality or to a violation of either party’s intellectual property rights. These limitations shall apply to the use of the Extensions or otherwise regarding these Terms and Conditions and shall take precedent over any other agreement between the parties, including any agreement governing the use of Guidewire products in the form of a Software License Agreement or Subscription Services Agreement between the Organization and Guidewire, if applicable.

You acknowledge that remedies at law will be inadequate to provide Guidewire with full compensation if you breach the license or any confidentiality obligations in these Terms and Conditions or any intellectual property rights of Guidewire, and that Guidewire will be entitled to injunctive relief in the event of any such breach.

The term of these Terms and Conditions will continue until terminated for any reason by notifying the other party at least 30 days in advance. Upon termination you shall destroy all copies of any Guidewire proprietary information in your possession or control, including those in the possession or control of persons to whom you provided access. Upon termination, you shall cease use of any Guidewire provided or developed Extensions, Provisions of these Terms and Conditions intended to survive termination will survive termination in accordance with their terms.

The following applies to all acquisitions of the Extensions by or for the U.S. government or by any prime contractor or subcontractor under any contract, grant or other activity with the U.S. government. Extensions and services utilizing such Extensions provided to you hereunder are “commercial items” as that term is defined at 48 C.F.R. 2.101 consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212 and other applicable acquisition regulations and are provided to the U.S. government only as a commercial item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202, all U.S. government users and licensees acquire the Extensions and its associated documentation with only those rights and subject to the restrictions set forth in these Terms and Conditions. Notwithstanding the foregoing, the Extensions may not be acquired by the U.S. government pursuant to a contract incorporating clauses prescribed by FAR Subpart 27.4 or DFARS Subpart 227.4.

You acknowledge that these Terms and Conditions and any oral or written information exchanged between you and Guidewire in connection with the and performance of these Terms and Conditions are regarded as confidential information. You shall maintain confidentiality of all such confidential information, and without obtaining the written consent Guidewire, you shall not disclose any confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, or orders of the court or other government authorities. The terms pertaining to confidentiality and confidentiality obligations shall survive the termination of these Terms and Conditions for any reason.

You shall comply with all applicable laws and regulations governing your use of the Extensions. Without limiting the foregoing, you shall be solely responsible for compliance with all applicable export laws, rules, and regulations. These Terms and Conditions are governed by the laws of the State of California, USA, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods do not apply to these Terms and Conditions. The exclusive venue for all actions relating in any manner to these Terms and Conditions (excluding actions relating to the enforcement of a judgment or in order for Guidewire to enforce its intellectual property rights) will only be in a state or federal court of competent jurisdiction for San Mateo County, California. Each party hereby consents and submits to the in personam jurisdiction of such courts and to the extent permitted by law hereby consents that all services of process may be made by any internationally recognized overnight courier. Each party hereby waives any objection based on forum non conveniens and any objection to venue of any action instituted under these Terms and Conditions to the extent that an action is brought in the courts identified above. A final judgment in any action is deemed conclusive and may be enforced in any other jurisdiction in any manner provided by law.

You may not assign these Terms and Conditions, whether by operation of law or otherwise, without Guidewire’s prior written approval, and unapproved attempts to assign these Terms and Conditions is void. These Terms and Conditions bind the parties and their respective successors and permitted assigns. The parties are independent contractors. No waiver or modification of any provision of these Terms and Conditions will be effective unless it is a written document signed by the parties. No failure or delay by either party to exercise any right, power, or remedy constitutes a waiver of that right, power, or remedy. If any provision of these Terms and Conditions is declared invalid by a court, the provision will be ineffective only to the extent of the invalidity, so that the remainder of that provision and all remaining provisions of these Terms and Conditions will continue in full force and effect. If any provision of these Terms and Conditions require interpretation by a tribunal, these Terms and Conditions are not to be more strictly construed against one party than the other. The official language of these Terms and Conditions is English. All contract interpretations, notices and dispute resolutions are to be in English. Translations of any Terms and Conditions documents are not to be construed as official or original versions of the documents. These Terms and Conditions constitute the entire agreement between the parties on the subject matter of these Terms and Conditions.