Slack Marketplace Agreement

Last modified: July 11, 2016

You, on behalf of the individual, company or legal entity that developed the Application for listing on the Slack Marketplace, agree to abide by the Slack API Terms of Service, as updated from time-to-time, and as supplemented by these Slack Marketplace Terms (together, the “Agreement”). References to “you” or “your” will also be deemed references to that individual, company or legal entity.

1. License Grants

During the Term, you grant to Slack a limited, worldwide, non-exclusive, and royalty-free license to (a) reproduce, perform, display, and use your Application for administrative and demonstration purposes in connection with the operation, improvement and marketing of the Slack Marketplace; (b) distribute your Application through the Slack Marketplace; (c) perform a Security Review on your Application; and (d) use the trade names, trademarks, service marks, logos, and domain names associated with your Application (collectively, “Your Names”) as a reference for marketing or promotional purposes on and in connection with the Slack Marketplace and in other communications with, or promotions for, existing or potential developers, partners and customers about the Slack Marketplace. For example, we might include Your Names on the Slack Marketplace and in blog posts about the Slack Marketplace. Slack will comply with your written trademark usage policies as communicated by you to Slack from time to time.

2. Slack’s Developer Policy

You agree to comply with Slack’s Developer Policy, as updated by Slack from time-to-time.

3. Rights & Licenses

You represent and warrant that you have all right, title and interest necessary for Slack to distribute your Application, including all intellectual property rights, such as patent, trademark, trade secret, copyright and other proprietary rights, in and to your Application and Your Names. You will not distribute any material through the Slack Marketplace that is copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including patent, privacy and publicity rights, unless you are the owner of such rights or has permission from their rightful owner to submit the material.

4. Security Review

During the Term, you grant permission to Slack and its designated personnel, to perform, at times and dates selected by Slack, one or more security reviews on your Application, and related services and/or computer systems, as more fully described at Slack App Security Review (each, a “Security Review”). Slack will not divulge any information to a third party (other than authorized contractors and agents acting on its behalf) that has been disclosed by you in relation to a Security Review. All such information and results are confidential and will be treated as such; provided, that Slack may disclose such information and results to a third party as required by law or to the extent such information and results is in an aggregate form that does not identify your or the Application, and that is stripped of all persistent identifiers (e.g., device identifiers, IP addresses, and cookie IDs). At any time during a Security Review, you may request Slack to promptly stop the tests, however, such request may result in a ‘Failed’ review. You have sole responsibility for adequate protection and backup of data and/or equipment used in connection with a Security Review and will not make a claim against Slack for lost data, re-run time, inaccurate output, work delays or lost profits resulting from a Security Review.

5. Slack Brand Guidelines

You acknowledge and agree that notwithstanding any Security Review conducted by Slack, Slack does not “certify”, warrant or support the Application. You further represent and warrant that you will not make any externally-facing statements to the contrary, including any statements that imply a Slack endorsement, certification, affiliation or partnership and that you will abide by Slack’s Brand Guidelines, as updated by Slack from time-to-time.

6. Support

You will be solely responsible for, and Slack will have no responsibility to handle support or maintenance of your Application. You must supply and maintain valid and accurate contact information that will be displayed in each application detail page of the Slack Marketplace and made available to users for customer support and legal purposes. Failure to provide adequate information or support for your Application may result in low ratings, less prominent placement, or removal from the Slack Marketplace.

7. Review Ratings

The Slack Marketplace may allow users to rate and review your Application. Those ratings may be used to determine the placement of your Application on the Slack Marketplace, subject to Slack’s ability to change placement at Slack’s sole discretion. If Slack determines, in its sole discretion, that your Application is not meeting acceptable standards, Slack reserves the right to remove your app from the Slack Marketplace.

8. Indemnity

You agree to indemnify, defend and hold harmless Slack and its representatives, agents and employees from any and all claims, demands, actions, damages (including attorneys’ fees) and obligations of any kind that any third party may have relating to your violation of this Agreement, any dispute between you and a user of your app, or for Slack’s performance of a Security Review.

9. Removals

Slack does not undertake an obligation to monitor your Application or its content, however, Slack may immediately remove your Application from the Slack Marketplace if Slack is notified by you or otherwise becomes aware and determines in its sole discretion that any portion of your Application or Your Name (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; or (c) violates the terms of this Agreement, including Slack’s Developer Policy. Slack reserves the right to suspend and/or bar any developer from the Slack Marketplace at its sole discretion, without prior notice.

10. Usage Statistics

In order to improve the Slack Marketplace, Slack may collect certain usage statistics from the Slack Marketplace about your Application, including but not limited to, information on how the Slack Marketplace is being used. The data collected is examined in the aggregate to improve the Slack Marketplace and is maintained in accordance with Slack’s Privacy Policy.

11. Terms

The Agreement commences on the date of acceptance and continues until (a) either party, upon ten (10) days’ prior written notice (via email will suffice), elects in its sole discretion, to discontinue distributing your Application through the Slack Marketplace, or (b) the Slack API Terms of Service are terminated (the “Term”). Following termination, Slack will remove your Application from the Slack Marketplace and will cease its use of Your Names.

12. Authority

You represent and warrant that you have the appropriate authority and permission to enter into this Agreement on behalf of the developer of the Application, that the developer of the Application has the legal right to subject the Application, services and computer system(s) to a Security Review and that if it is not the owner of such Application, services and computer system(s), it has obtained such right from the legal owner.

13. Modifications

We may change, add to or delete these Slack Marketplace Terms or any portion thereof from time to time in our sole discretion. If we make a material change to these Slack Marketplace Terms, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Slack Marketplace. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the Slack Marketplace. If any change in unacceptable to you, then your only recourse is to remove your Application from the Slack Marketplace. Your continued listing of the Application on the Slack Marketplace will mean that you agree to the updates and modifications.