Welcome to the PaperCut Add-ons Platform! These terms, and our published policies that support them, form an Agreement between us, PaperCut Software International Pty Ltd, and you, the individual or organization that you represent.

1. The relationship between PaperCut, Developers and Customers

The Add-ons Platform (from here on, just the “Platform”) is the place where add-on developers (from here on, “Developers”) can make their Add-ons available to PaperCut Customers for use alongside their PaperCut software or services.

We may be party to Terms of Service, Platform Terms or End User License Agreements between us and the customer, however it’s important that you understand that the Add-ons are provided directly by you to the Customers, subject to our rules but otherwise independent of any relationship PaperCut may have with those Customers.

For the purposes of this agreement, an Affiliate means an entity owned by, controlling, controlled by, or under common control with, directly or indirectly, a party to this Agreement. For this purpose, one entity “controls” another entity if it has the power to direct the management and policies of the other entity (for example, through the ownership of voting securities or other equity interest, representation on its board of directors or other governing body, or by contract).

Our rights in this Agreement extend to our Affiliates in the PaperCut family of companies to the extent that we rely on them to provide any part of the Platform services to you.

2. Term, termination, modification and suspension

The Agreement between you and us will begin upon your acceptance of these terms during the onboarding process, or the first time you submit an Add-on for availability on the Platform, whichever comes first.

You can terminate the Agreement by writing to us, with 10 days’ notice, stating that you will discontinue distribution of your Add-on via the Platform. We can terminate the Agreement, or part thereof, at any time with notice to you, in which case your Add-ons will be removed from the Platform.

We may, in our sole discretion, modify the operation of the Platform, remove any Add-on from the Platform, indefinitely suspend access to the Platform, or suspend the availability of any Add-on on the Platform, at any time and for any reason.

Finally, we may change these terms at any time with reasonable notice to you. If we make a material change, we’ll provide you with reasonable notice by emailing you at the address you’ve provided. You are responsible for ensuring that the email address you provide to us is properly monitored and that you provide us with an updated address if it changes.

What constitutes “reasonable notice” will depend on our reason for the modification- if the modification is required to address a time-sensitive issue that threatens, the integrity of the Platform or the interests of us, you, other Developers, our Customers, their users, our channel partners or anyone else, it may be necessary to notify you after the change has been made. If any change is unacceptable to you, your only recourse is to remove your Add-on from the Platform and/or terminate the Agreement in accordance with this clause.

Importantly, your legal obligations to us, your Customers and their users will continue for as long as necessary while your Customers continue to use your Add-on. Termination of this Agreement does not affect your rights or obligations under the Terms of Use for your Add-on, your Privacy Policy, or any parts of this Agreement which set minimum standards for Add-ons (including, without limitation, any Policies).

3. Our policies

Access to the Platform, by you and by Customers, is subject to our published Policies. As the Platform grows, these policies will grow with it, and may contain rules, standards, directions or guidance relating to, without limitation:

1. Onboarding

2. Add-on content;

3. Add-on quality control processes;

4. Add-on security and access;

5. Intellectual property management;

6. Use (and access to) the PaperCut API (the “API”);

7. Monetization of Add-ons;

8. Data protection;

9. Data sovereignty; or

10. Use of the Platform by our channel partners (being non-PaperCut companies who resell our products and services).

By accessing or using the Platform, you agree to abide by these Policies, as updated by us from time to time.

4. Our API

License: Subject to any rights and obligations in this clause or otherwise set out in a Policy, we grant you a non-exclusive, worldwide, non-transferable, limited license to access the API and any related documentation as necessary to develop, test and support Add-ons to be made available on the Platform.

Usage: Subject to our express agreement otherwise, you must keep the API and any related documentation safe and confidential. You must not:

1. access the API or documentation in violation of any law or regulation;

2. access the API in any manner that:

   1. compromises or circumvents any of our technical processes or security measures;

   2. exposes us or our Customers to any security vulnerability; or

   3. tests the vulnerability of the API, our systems or networks;

3. access the API or documentation with the purpose of replicating or competing with the API or the Platform;

4. attempt to reverse engineer or otherwise derive source code, trade secrets or any other confidential information in the API, the Platform, or any of our systems; or

5. embed any of our confidential or sensitive information in a non-secure forum such as a single webpage application, including without limitation:

   1. your credentials, being any of the passwords, keys or client IDs we have issued to you in your capacity as a developer); or

   2. our credentials, whether or not they can be used to make an API call; or

6. attempt to use the API in a way which, in our sole opinion acting reasonably, constitutes abuse or excessive usage.

5. Intellectual Property

Your intellectual property: You retain all ownership rights in your Add-on. To the extent that any part of your Add-on includes open source or third party intellectual property, nothing in this Agreement or your participation in the Platform constitutes any change in the ownership of that intellectual property. You represent and warrant that you have all right, title and interest necessary for us to make your Add-on available using the Platform, including all intellectual property rights. This includes the content of your Add-on as well as other necessary intellectual property, such as the right to use and broadcast your name and the name of your Add-on. You promise that you will not distribute, or allow anyone under your reasonable control to distribute or make available any material through the Platform which is copyrighted, protected by trade secrets or otherwise subject to any third party rights unless you have the written permission of the owner(s) of those rights.

Our intellectual property: We or our licensors retain all ownership rights in the Platform and the PaperCut ecosystem as a whole, including but not limited to our software, trademarks, API and documentation.

6. Licensing and Customer relationship

You grant us a limited, worldwide, non-exclusive, royalty-free license to use, reproduce and make available your Add-on and any trade names, trademarks, logos or other intellectual property that you indicate to us as being associated with your Add-on for the strict purposes of administering the Platform and facilitating the distribution of your Add-on.

Upon a Customer accessing your Add-on via the Platform, You:

1. grant the Customer a non-exclusive, worldwide, subscription license to perform, display, and use the Add-on and any content legitimately contained in, accessed by, or transmitted through the Add-on in connection with the PaperCut software or services; and

2. Promise to keep the Customer’s personal information, and any personal information provided to you via the Customer’s (or their end users’) use of the Add-on, private in such a way that complies with all applicable privacy laws. The best way to do this is to maintain a legally compliant privacy policy and ensure that the Customer understands that any personal information will be handled in accordance with it.

You may configure your Add-on to contain a separate EULA, Terms of Use and/or Privacy Policy (“Customer Terms”) between you and the Customer provided that these terms meet the minimum licensing and privacy requirements described above. To the extent that your Add-on relies on the customer obtaining a license to any third-party intellectual property, you must also ensure that your Add-on allows the Customer to review and accept any necessary third-party licenses.

These agreements/policies will be strictly between you (or third-party licensors) and the Customer, and must meet any other rules, minimum standards and contain any mandatory wording specified by us in a Policy or otherwise notified to you, if any. We reserve the right to review any Customer Terms to ensure that they do not break the law or have the effect of reducing the effectiveness of the Platform for us, other developers, or customers. To protect ourselves, developers, customers and the Platform as a whole, we may ask you to amend or remove particular Customer Terms and may suspend or remove your Add-on from the Platform until you do.

Upon a Customer terminating use of, or otherwise disconnecting your Add-on:

All Customers will, via the Platform, be able to directly disconnect from an Add-on, effectively ceasing yours (and the Add-on’s) access to the Customer’s PaperCut instance. The Terms of Use between you and your Customer may include rules or restrictions relating to this right to disconnect (subject to any guidelines or policies we may set about the content of any Terms of Use), however you acknowledge that any such rules will be between you and the Customer and the actions of the Customer in disconnecting an Add-on will not, under any circumstances, constitute an action by us or a breach of this Agreement by us.

Upon our receiving notice of disconnection by a Customer, we will take reasonable steps to contact you and the Customer to ensure that the disconnection is finalised. You acknowledge that we may, without limitation:

1. Require you to take active steps to ensure that the Add-on is disconnected;

2. Require you to confirm whether the disconnection was successful; and

3. Report to the Customer on the status of the disconnection, including any response (or lack thereof) we have received from you.

By making an Add-on available on the Platform, you undertake that you are able to support the disconnection process and will devote appropriate resources to ensuring that Customers are able to manage your Add-on (including any disconnection of that Add-on) with an appropriate level of engagement and transparency from you.

7. Support

You will be solely responsible for supporting or maintaining any Add-on you submit to the Platform. Subject to the introduction of alternative options in a Policy, all Add-ons to be submitted for distribution on the Platform must be appropriately supported by you. You warrant and represent that you will, at minimum:

1. Provide and maintain clear and accurate contact information that Customers can use to identify and contact you; and

2. Take immediate action to redress any issues with Add-on functionality or security that you become aware of.

Subject to the application of a specific Policy, we may exercise any necessary right to protect the Platform and Customers in the event that we reasonably believe that an Add-on has not been sufficiently maintained or supported, including removing the Add-on from the Platform and suspending or terminating your participation in the Platform.

8. Privacy and Security

To facilitate the distribution of Add-ons on the Platform, we may provide you with (or the Platform may facilitate your access to) relevant Customer information and also may provide Customers with your relevant information (for example for invoicing or support services).

You agree that you will keep Customer information confidential and only use this information in compliance with applicable privacy and data protection laws. In circumstances where Personal Information is provided to you by PaperCut, you may be PaperCut’s data processor (or more specifically a subprocessor) for the purposes of the GDPR. In this case you agree to treat such information in accordance with the Data Processor Agreement appended to these terms.

If a Customer or any other person will be providing you with any personal information via their use of the Platform or an Add-on, then you must comply with all applicable law in dealing with that information, including, at minimum:

1. providing a privacy notice, making the person aware of their personal information and how you will handle that information;

2. obtaining the person’s permission to use their personal information;

3. using the personal information only for the limited purposes for which the person gave permission; and

4. meeting any privacy or spam law requirements that apply to you.

Without limiting the above, or any requirements set out in our official Policies, your Add-on must not require a Customer to grant a level of permission that exceeds what is strictly necessary for the Customer to access the Add-on’s functionality.

The security of your Add-on remains your responsibility. In the event that you become aware of any security or data privacy concerns with your Add-on, you must disclose any such issues in accordance with applicable law. Regardless of the law that applies in the circumstances, you must immediately inform us if you become aware of an actual, suspected or potential issue which affects the security of your Add-on or the security of any Customer data that has been made available to you.

9. Warranty disclaimer

Except as expressly provided for in this Agreement or a Policy, the Platform, APIs, documentation and all related information are provided by us on an “as is” and “as available” basis without any warranties of any kind, and we expressly disclaim any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that we do not warrant that the APIs will be uninterrupted, timely, secure, or error-free.

10. Liability

To the extent permitted by law, our total, cumulative liability to you (and your Affiliates) for any claim whether it be for breach of contract (including under an indemnity), in tort (including negligence), breach of statutory duty or otherwise, arising out of or in connection with the Platform, this Agreement or the relationship between the parties, shall be limited the total of all Fees paid by you for in association with this Agreement or the Platform in the 12 months preceding the claim, and in any case no more than US$1,000.

To the extent permitted by law, PaperCut excludes any warranty or guarantee not expressly stated in this Agreement, whether express, implied or statutory, including any guarantees or warranties of acceptability and fitness for a particular purpose, and will not be liable for any loss, damage or expense which is indirect, consequential, special or exemplary damages, nor for any lost profits, revenue, goodwill, data or any business interruption, even if PaperCut has been advised of, knows of, or should have known of the possibility of such loss, damage or expense.

You acknowledge and agree that owing to the nature of the Platform, PaperCut does not represent or warrant that access to the Platform will be continuously available or that the Platform will be error free. You acknowledge that you act as agent for your Affiliates in respect of this Agreement and are responsible to PaperCut for their acts and omissions.

11. Indemnity

You agree to indemnify, defend and hold harmless PaperCut, our Affiliates and their respective representatives, agents and employees against all losses, costs (including legal costs on a full indemnity basis), expenses, demands or liability that we incur arising out of, or in connection with, your use of the Platform and any Add-on or other content made available using the Platform.

We may, at our expense, assume the exclusive defense and control of any matter you indemnify us against, and if we do so then you agree to cooperate with us.

12. General housekeeping

Notices to you: Any notice that is given by us to you under this Agreement may be:

1. posted to you;

2. emailed to you at any email address provided by you; or

3. included on any invoice (which may be emailed or posted to you).

Notices to us: Any notice that is given by you to us under this Agreement must be emailed to PaperCut at integration-dev-support@papercut.com.

Relationship: The parties to this Agreement are independent contractors. Nothing in this Agreement shall be deemed to create an agency, employment, partnership, fiduciary or joint venture relationship between the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.

Compliance with Laws: You must comply with all laws which are relevant to you performing your obligations under this Agreement.

Assignment by you: You must not assign or transfer this Agreement or any rights or obligations under this Agreement, in whole or part, without the prior written consent of PaperCut.

Assignment by us: We may assign or transfer this Agreement, in whole or part, without your consent to any PaperCut Affiliate or in connection with a merger, acquisition, corporate restructure or purchase of fifty percent (50%) of the assets of or by PaperCut or a PaperCut Affiliate. PaperCut may assign or transfer all or part of any of its rights to receive any fees, taxes or other monies due under this Agreement, to any person without your consent.  PaperCut may disclose any of Your Confidential Information which is reasonably necessary to affect any assignment or transfer.

Waiver: No failure or delay by a party to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

Remedies: Except as specifically provided otherwise in this Agreement, the rights and remedies provided under this Agreement are cumulative and in addition to, and not exclusive of, any rights or remedies provided by law.

Severability: If any part of this Agreement is determined to be invalid, illegal or unenforceable by any court or competent authority, such part will be severed from the remainder of the Agreement and the remaining provisions will continue in force.

Force Majeure: Except for your obligations (if any) to pay us, or our obligations (if any) to pay you under this Agreement, neither party shall be in breach of this Agreement nor liable to the other party for any failure or delay in performance caused by events beyond the party’s reasonable control.

Agreement: All clauses which naturally survive termination of the Agreement, including clauses 3, 4, 5, 6, 8, 9, 10 and 11, will survive termination of this Agreement.

Entire agreement: Except to the extent this Agreement expressly provides otherwise, this Agreement constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous agreements, arrangements, understandings and communications, whether written or oral.

Governing Law:

This Agreement will be governed by the laws of the State of Victoria, Australia, without regard to its conflict of law principles. The parties submit to the exclusive jurisdiction of the courts in the State of Victoria, Australia.

Appendix - Data Processor Agreement

This Data Processing Agreement (“Agreement“) forms part of the PaperCut Add-ons Platform Developer Terms Agreement (“Principal Agreement“) between PaperCut Software International Pty Ltd of 1/3 Prospect Hill Rd, Camberwell, Victoria, Australia (the “Company”) and you, the Developer who accepted the Principal Agreement either as an individual or as an organization (the “Processor”).

(together as the “Parties”)

WHEREAS

(A) The Company acts as a Data Controller and/or Data Processor for particular data made available to it by Add-on Customers;

(B) The Add-Ons Platform allows for the Company making this data available to the Developer for the purposes of the Developer’s participation in the Add-ons Platform, which imply the appointment of the Processor as a processor (or, as appropriate, sub-processor) with regard to that data;

(C) The Parties seek to implement a data processing agreement that complies with the requirements of the current legal framework in relation to data processing and with the Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation); and

(D) The Parties wish to lay down their rights and obligations.

IT IS AGREED AS FOLLOWS:

1. Definitions and Interpretation

1. Unless otherwise defined herein, capitalized terms and expressions used in this Agreement shall have the following meaning:

   “Agreement” means this Data Processing Agreement and all Schedules;

   “Company Personal Data” means any Personal Data Processed by Processor on behalf of Company pursuant to or in connection with the Principal Agreement;

   “Contracted Processor” means a Subprocessor;

   “Data Protection Laws” means EU Data Protection Laws and, to the extent applicable, the data protection or privacy laws of any other country;

   “EEA” means the European Economic Area;

   “EU Data Protection Laws” means EU Directive 95/46/EC, as transposed into domestic legislation of each Member State and as amended, replaced or superseded from time to time, including by the GDPR and laws implementing or supplementing the GDPR;

   “GDPR” means EU General Data Protection Regulation 2016/679;

   “Data Transfer” means:

   • a transfer of Company Personal Data from the Company to a Contracted Processor; or

   • an onward transfer of Company Personal Data from a Contracted Processor to a Subcontracted Processor, or between two establishments of a Contracted Processor, in each case, where such transfer would be prohibited by Data Protection Laws (or by the terms of data transfer agreements put in place to address the data transfer restrictions of Data Protection Laws);

   “Services” means the services the Company provides, as set out in the Principal Agreement.

   “Subprocessor” means any person appointed by or on behalf of the Processor to process Personal Data on behalf of the Company in connection with the Agreement.

2. The terms, “Commission”, “Controller”, “Data Subject”, “Member State”, “Personal Data”, “Personal Data Breach”, “Processing” and “Supervisory Authority” shall have the same meaning as in the GDPR, and their cognate terms shall be construed accordingly.

2. Processing of Company Personal Data

1. The Processor shall:

   • comply with all applicable Data Protection Laws in the Processing of Company Personal Data; and

   • not Process Company Personal Data other than on the relevant Company’s documented instructions.

2. The Company hereby instructs the Processor to process Company Personal Data to fulfil the Processor’s obligations under the Principal Agreement and in full compliance with the Processor’s Privacy Policy.

3. Processor Personnel

1. The Processor shall take reasonable steps to ensure the reliability of any employee, agent or contractor of any Contracted Processor who may have access to the Company Personal Data, ensuring in each case that access is limited to those individuals who need to know / access the relevant Company Personal Data, as necessary for the purposes of the Principal Agreement, and to comply with Applicable Laws in the context of that individual’s duties to the Contracted Processor.

4. Security

1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, the Processor shall in relation to the Company Personal Data implement appropriate technical and organizational measures to ensure a level of security appropriate to that risk, including, as appropriate, the measures referred to in Article 32(1) of the GDPR.

2. In assessing the appropriate level of security, the Processor shall take account in particular of the risks that are presented by Processing, in particular from a Personal Data Breach.

5. Subprocessing

1. The Processor shall not appoint (or disclose any Company Personal Data to) any Subprocessor unless required or authorized by the Company. The Company hereby authorizes the Processor to disclose such Company Personal Data as necessary to fulfil the Processor’s obligations under the Principal Agreement and in full compliance with the Processor’s Privacy Policy.

6. Data Subject Rights

1. Taking into account the nature of the Processing, the Processor shall assist the Company by implementing appropriate technical and organizational measures, insofar as this is practicable, for the fulfilment of the Company obligations, as reasonably understood by Company, to respond to requests to exercise Data Subject rights under the Data Protection Laws, upon the Company’s lawful request for such assistance.

2. The Processor shall ensure that it does not respond to a request from a Data Subject under any Data Protection Law in respect of Company Personal Data except on the documented instructions of Company or as required by Applicable Laws to which the Processor is subject.

7. Personal Data Breach

1. Upon the Processor becoming aware of a Personal Data Breach affecting Company Personal Data, it will provide Company with sufficient information to allow the Company to meet its obligations to report or inform Data Subjects of the Personal Data Breach under the Data Protection Laws.

2. The Processor shall cooperate with the Company and take reasonable commercial steps as are directed by Company to assist in the investigation, mitigation and remediation of each such notifiable Personal Data Breach.

8. Data Protection Impact Assessment and Prior Consultation

1. The Processor shall provide reasonable assistance to the Company with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities required by article 35 or 36 of the GDPR, in each case solely in relation to Processing of Company Personal Data by, and taking into account the nature of the Processing and information available to, the Contracted Processors.

9. Information rights

1. Subject to this section 9, the Processor shall make available to the Company on request all information reasonably necessary to demonstrate compliance with this Agreement.

2. Information rights of the Company only arise under section 9.1 to the extent that the Principal Agreement does not otherwise give them information rights meeting the relevant requirements of Data Protection Law.

10. Data Transfer

1. The Processor may not transfer or authorize the transfer of Data to countries outside the EU and/or the European Economic Area (EEA) without the prior written consent of the Company. If personal data processed under this Agreement is transferred from a country within the European Economic Area to a country outside the European Economic Area, the Parties shall ensure that the personal data are adequately protected. The Company hereby consents to the Processor’s transfer or authorization of transfer of Data to countries outside the EU and the European Economic Area, but only to the extent permitted under the Processor’s Privacy Policy.

11. General Terms

1. Confidentiality. Each Party must keep this Agreement and information it receives about the other Party and its business in connection with this Agreement (“Confidential Information”) confidential and must not use or disclose that Confidential Information without the prior written consent of the other Party except to the extent that:

   • disclosure is required by law; or
   • the relevant information is already in the public domain.

2. Notices. All notices and communications given under this Agreement must be in writing and will be delivered personally, sent by post or sent by email to the address or email address set out in the heading of this Agreement, specified in the Principal Agreement or to such other address as notified from time to time by the Parties.

12. Governing Law and Jurisdiction

1. This Agreement is governed by the laws specified as governing the Principal Agreement, or if no such laws are specified, the laws of Victoria, Australia.

2. Any dispute arising in connection with this Agreement, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Victoria, Australia and their respective courts of appeal.