Welcome to the Tyootr Marketplace! The Tyootr Marketplace is an online marketplace for cloud and downloadable learning content, videos, services offered by freelancers and organizations (“Tyootr Marketplace” or “Marketplace” or “Resources”) that are designed to interoperate with Tyootr’s software and cloud offerings (“Tyootr Products”).
Use of the Tyootr Marketplace is governed by these Tyootr Marketplace Terms of Use (“Terms of Use”), which form a legally binding agreement between you (defined in Section 1.1) and Tyootr Inc (“Tyootr” or “we”).
By placing an Order in Marketplace, or accessing or using the Tyootr Marketplace, you indicate your assent to be bound by these Terms of Use. If you do not agree to these Terms of Use, do not place an Order or use or access the Tyootr Marketplace.
1.1. Who are You? Because all resources available through the Tyootr Marketplace are designed for use with Tyootr Products, in these Terms of Use, “you” refers to the Tyootr customer (e.g., person or entity) who holds a license or subscription to the Tyootr Product with which the Marketplace will be enabled or used. That Tyootr customer is fully responsible for compliance with these Terms of Use by anyone using the Tyootr Marketplace or placing Orders on its behalf. Any person using the Tyootr Marketplace or placing an Order on behalf of an Tyootr customer is binding that Tyootr customer to these Terms of Use. These Terms of Use also apply to you if you are browsing the Marketplace or leaving a review.
1.2. Types of Resources in the Marketplace. Some Marketplace resources are made available at no charge, and others require payment of fees. The listing for each resource will identify the provider(“Vendor”), which may be Tyootr or a third party. Resources for which Tyootr is the Vendor are “Tyootr Inc,” and resources for which the Vendor is a third party are “Third Party”. Most Vendors are third parties, who create, own and are responsible for their own resources as further described in these Terms of Use. In all cases, you may only use resources with the Tyootr Products with which they are designed to be used (as identified in the Marketplace listing).
1.3. Finding resources and Placing Orders. We want it to be easy to find great content and service providers throughout your Tyootr experience. Therefore, “Tyootr Marketplace” includes https://marketplace.tyootr.com and any other webpage, application, interface, service or in-product experience at which we make available or list resources. Likewise, when we refer to “Orders”, that includes any order, purchase, installation, trial, download or enablement of a resource (including renewals and upgrades), whether through the Tyootr Marketplace, Tyootr Products or other processes or interfaces we make available. All Orders are subject to these Terms of Use.
1.4. Marketplace Policies. Your Orders and use of the Tyootr Marketplace are also subject to Tyootr’s marketplace FAQs and posted policies, as may be modified from time to time (“Marketplace Policies”), which are incorporated into these Terms of Use.
2.1. Order Details. Your Order will identify the Vendor, your authorized scope of use of the resource (such as the course and access days, or delivery time) and license or payment term, as applicable. Once you complete your Order, Tyootr will provide you with access to the applicable resource, including any relevant license or access keys, as described in the Marketplace Policies.
2.2. Paid Apps. To receive access to paid resources, you must pay Tyootr the fees, including all taxes, indicated at the time of your Order. Terms for renewals, including pricing, will be described within the resource listing on the Tyootr Marketplace (or if different, your Order). You can disable renewals by visiting your account (but you will not receive any refunds except as described in Section 2.3). For any Third Party resource, you acknowledge and agree that Tyootr is the Vendor’s commercial agent and that you are required to make any related payments directly to Tyootr (and your sales contract with Tyootr includes these Terms of Use and the applicable Order). However, after you complete your Order, your usage of any Third Party resource will be governed by the applicable Vendor Terms, as described in Section 3.
2.3. Return Policy. Returns and refunds of Tyootr Apps are governed by the Tyootr Terms, as defined in Section 3.1(b). For Third Party Apps, you have thirty (7) days from the date you place your Order to cancel your Order and return the resource. If you cancel your Order of a Third Party App within this 7-day period, Tyootr will refund the amount you paid for the applicable Third Party resource, and you must cease using the App and delete any copies of the resource in your possession. Except as expressly provided in this Section 2.3, all Orders are non-cancelable and non-refundable.
Note: this Section 2.3 does not apply to Paid-via-Vendor resource (see Section 2.5 below).
2.4. Trial Periods. The Tyootr Marketplace may offer free trial periods for resources. After expiration of the trial period, if you do not place an Order for the App, the resource will cease to function and you must cease using and delete your copies of the App and any related license or access keys.
2.5. Paid-via-Vendor resources. While most Apps are provisioned by Tyootr as described in Section 1, some Third Party resources may be enabled or paid for through a third party Vendor’s own website (“Paid-via-Vendor resource”). Paid-via-Vendor resource will be identified in their listings or when you enable or pay for the resource. Section 2.2 (Paid resource) and Section 2.3 (Return Policy) do not apply to Paid-via-Vendor resource and returns, if any, would be governed by the applicable Vendor Terms.
3.1. Vendor Terms. Without limiting the disclaimers, restrictions or other provisions in these Terms of Use, usage of resources is subject to the license or subscription terms, privacy policies and other applicable terms specified by the Vendor (“Vendor Terms”). Vendor Terms are typically included on the resource listing page or presented through the Order process. You may not use the resource if you do not agree to the relevant Vendor Terms.
(a) Third Party Resource. Third Party Resources are subject to the third party’s Vendor Terms, not the Tyootr Terms. By ordering, installing or enabling any Third Party Resource, you are entering into the Vendor Terms directly with the applicable third party Vendor. Tyootr 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 4 (Data Collection and Sharing) for additional information about how third party Vendors use your data.
(b) Tyootr Resource. If Tyootr is the Vendor of the Resource, the Vendor Terms are the Tyootr terms that govern the Tyootr Product with which the Resource is enabled or used and as may be modified from time to time (the “Tyootr Terms”). The Tyootr Terms include the Tyootr Privacy Policy. In event of a conflict between these Terms of Use and the Tyootr Terms, the Tyootr Terms will control as to each party’s rights and responsibilities related to the resource itself, while these Terms of Use will control as to the Tyootr Marketplace generally.
3.2. Support and Maintenance. Any support and maintenance of Third Party Resource will be provided by the applicable Vendor and only to the extent described in the applicable Vendor Terms. Tyootr is not responsible for any support and maintenance for Third Party Resource, and a Vendor’s failure to provide any support or maintenance does not entitle you to any refund. If Tyootr is the Vendor, it will provide any support and maintenance in accordance with the Tyootr Terms.
3.3. Reservation of Rights. Except for the rights explicitly granted to you in these Terms of Use and in the Vendor Terms for each resource, all right, title and interest (including intellectual property rights) in the Tyootr Marketplace are reserved by Tyootr, and all right, title and interest (including intellectual property rights) in the resource are reserved and retained by their respective Vendors and licensors. Resources are provided on a license or subscription basis, not sold, and you do not acquire any ownership rights in the Tyootr Marketplace or the Resource.
4.1. Order Information. If you order a Marketplace Resource through Tyootr, Tyootr will provide the Vendor with the information you provide in completing the order, such as order value, payment date and order description for content/ courses and no personal data is shared (your company name, learner data including e-mail address). However, for freelance hires and accreditations Tyootr will provide the vendor your name, company name (if any), addresses (including e-mail address) and phone number.
4.2. Third Party Vendor Use of Data. As referenced in the Tyootr Terms, if you place an Order for Third Party Resources, you authorize Vendors to access or use certain data in the applicable Tyootr Products. 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 Tyootr Products or separately collected from you or your device) is subject to the applicable Vendor Terms. Tyootr is not responsible for any access, use, transfer or security of data or information by third party Vendors or by Third Party resources, or for the security or privacy practices of any third party Vendor, Third Party resources or their processors. You are solely responsible for your decision to permit any third party Vendor or Third Party resource to access or use data to which you’ve granted access. It is your responsibility to carefully review the Vendor Terms, as provided by the applicable third party Vendor.
4.3. Tyootr Use of Data. Any data that Tyootr collects from you based on your use of the Tyootr Marketplace and your Orders, or that it receives from third party Vendors on your behalf (e.g., order details related to purchases under Section 2.5 (Paid-via-Vendor resources)), is subject to the Tyootr Privacy Policy.
4.4. Analytics and Usage Data. In addition, you authorize the Vendor and Tyootr (if Tyootr 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 resource. Vendor and Tyootr (if Tyootr 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 Tyootr, the Tyootr Marketplace and Tyootr Products).
The Tyootr Marketplace allows users to post reviews (e.g., a star rating) of Marketplace resources and to post comments on your or other users’ reviews.
5.1. User Names Displayed. Reviews and comments are posted under the name and profile of the user submitting the content (as listed in his or her Tyootr account). Users who do not want their names or other profile information (such as profile photographs) to appear may not post reviews or comments on the Tyootr Marketplace.
5.2. Rules for Reviews. All reviews and comments must comply with Tyootr’s Acceptable Use Policy and the terms below. To make your reviews and comments useful to others:
5.3. Tyootr Rights. Tyootr reserves the right, in its sole discretion and for any reason at any time, to remove or edit any review or comment on the Tyootr Marketplace. Tyootr does not claim ownership of the content of reviews or comments you post on the Tyootr Marketplace. However, you hereby grant Tyootr a nonexclusive, worldwide, irrevocable, perpetual, transferable, sublicenseable (through multiple tiers), fully paid-up, royalty-free license to use, distribute, reproduce, modify, excerpt, attribute, adapt, publicly perform and publicly display that content (in whole or in part) and to incorporate it into other works in any format or medium now known or later developed, and to permit others to do so.
6.1. 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, (ii) to place any Orders, and (iii) and to authorize Vendors to access and use your data and information as described in Section 4, all without violation of any other agreements or policies.
6.2 Compliance with Law and Reservation of Rights. You must use the Tyootr Marketplace and Marketplace resources in compliance with all applicable laws.
6.3. Indemnification. You agree to indemnify, defend (at Tyootr’s request) and hold Tyootr, its affiliates, and its and their officers, agents and employees harmless 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 Tyootr Marketplace. You may not settle any such claim without Tyootr’s prior written consent.
7.1. 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 Tyootr Marketplace, and Tyootr may immediately revoke your access to the Tyootr Marketplace without notice to you and without refund of any purchases.
7.2. Discontinuation of Marketplace. Tyootr may terminate these Terms of Use without notice to you if Tyootr, in its discretion, discontinues the Tyootr Marketplace.
7.3. Effect on resources. If these Terms of Use terminate, your rights to use any previously obtained Apps will survive in accordance with the applicable Vendor Terms.
7.4. Survival. The following Sections will survive any termination or expiration of these Terms of Use: 3.1(b) (Tyootr Terms) (if applicable for continued use of Tyootr resources), 3.3 (Reservation of Rights), 4 (Data Collection and Sharing), 5.3 (Tyootr Rights) and 6 (Your Responsibilities) through 10 (General).
8.1. Third Party resources. A significant portion of the Marketplace resources in the Tyootr Marketplace are provided by parties other than Tyootr. Third party Vendors are solely responsible for their resources and any related content or materials included in their resource. Tyootr has no liability or responsibility whatsoever for any Third Party resource, including their accuracy, reliability, availability, security, data handling, data processing, completeness, usefulness or quality, even if Tyootr is hosting such a resource. These disclaimers apply even if a resource complies with Tyootr’s guidelines for Third Party resources (located on Tyootr’s web properties such as Tyootr Marketplace), and even if Tyootr has reviewed, certified, or approved the Third Party resource or the Vendor participates in any one of Tyootr’s Marketplace programs such as those described here (“Marketplace Programs”). Any use of Third Party resource is at your sole discretion and risk. Vendors are solely responsible for ensuring that any information they submit in connection with any Marketplace Program is accurate, complete and correct, and Tyootr is not responsible for the standards or business practices of any third party Vendor (whether support, availability, security or otherwise), even if the Vendor participates in a Marketplace Program. You should always independently verify that any Third Party resource or Vendor business practices meet your needs. In addition, Tyootr is not responsible for any third party websites to which the Tyootr Marketplace links or their terms of use or privacy policies. You should use your discretion when visiting third party websites.
8.2. Removal of Resources. At any time, Tyootr may remove a resource from the Tyootr Marketplace in accordance with its applicable policies, and Vendors may also update, modify or remove their own resource at any time. This will affect any future purchase and licenses or access which are valid will continue to function.
8.3. Interoperability. Tyootr makes no guarantee that any resource will work properly with Tyootr Products or that resource will continue to work with Tyootr Products as they change over time. Some resources rely on hosted or cloud services provided by the Vendor or third parties, and these resources may not function properly or may become inoperable if those services are discontinued.
8.4. Disclaimer of Warranties. To the maximum extent permitted by law, Tyootr offers the Tyootr Marketplace and all Third Party resources “AS IS” and “AS AVAILABLE”, and Tyootr 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 Tyootr Marketplace or this Agreement. 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.
8.5. Limitations of Liability. To the maximum extent permitted by law, in no event will Tyootr be liable for any direct, indirect, consequential, special, exemplary, punitive or other liability related to the Tyootr Marketplace or any Third Party resources, 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 Tyootr’s aggregate liability to you under these Terms of Use exceed the greater of (1) the amount you paid to Tyootr for the Third Party resource related to your claim, or (2) fifty dollars (US$50).
8.6. Disclaimers and Limitations of Liability for Tyootr resources. Section 8.4 (Disclaimer of Warranties) and 8.5 (Limitations of Liability) do not alter the disclaimers or limitations of liability for Tyootr resources in the Tyootr Terms, which continue to fully apply.
8.7. Basis of Bargain; Failure of Essential Purpose. Tyootr 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 8 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.
8.8. Tyootr Affiliates and Contractors. You acknowledge and agree that Tyootr’s affiliates, contractors and service providers may exercise all rights of Tyootr under these Terms of Use, and that all limitations of liability and disclaimers in these Terms of Use apply fully to and benefit Tyootr’s affiliates.
9.1. 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 9.2 (Governing Law; Jurisdiction). All negotiations pursuant to this Section 9.1 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.
9.2. Injunctive Relief; Enforcement. Notwithstanding the provisions of Section 9.1 (Informal Resolution), nothing in these Terms of Use will prevent Tyootr 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.
9.4. Exclusion of UN Convention and UCITA. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to these Terms of Use. The Uniform Computer Information Transactions Act (UCITA) will not apply to these Terms of Use regardless of when or where adopted.
10.1. Changes to Terms. Tyootr may modify these Terms of Use at its sole discretion by posting the revised terms on the Tyootr Marketplace. You may be required to click to agree to the modified Terms of Use in order to continue using the Marketplace, and in any event your continued use of the Tyootr Marketplace (including any future Orders) 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 Order will apply for purposes of that Order. Except as provided in this Section 10.1, all changes or amendments to these Terms of Use require the written agreement of you and Tyootr.
10.2. Reporting Copyright and Trademark Violations. If you believe that any content in the Tyootr Marketplace violates your copyright, please follow the process described at Reporting Copyright and Trademark Violations.
10.3. Contact Information. For communications concerning these Terms of Use (other than copyright and trademark concerns covered in Section 10.2), please write to legal@tyootr.com. Tyootr may send you notices through your Tyootr account or to your email address that is on file with Tyootr.
10.4. 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.
10.5. 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. Tyootr’s failure to enforce any provision of these Terms of Use will not constitute a waiver of Tyootr’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.
10.6. Assignment. You may not assign or transfer these Terms of Use. Tyootr may freely assign, transfer and delegate its rights and obligations under these Terms of Use.
10.7. No agency. Nothing in these Terms of Use or any Order is intended to, or shall be deemed to, make Tyootr your agent, or authorize Tyootr to make or enter into any commitments for you or on your behalf.
10.8. Export Laws and Regulations. You may not use or otherwise export or re-export the Marketplace resources except as authorized by United States law and the laws of the jurisdiction in which the resources were obtained. In particular, but without limitation, resources may not be exported or re-exported (a) into any 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 Marketplace resource, 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 resources 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.