Updated: March 29, 2017

Thank you for your interest in publishing in the CenturyLink Marketplace. This CenturyLink Marketplace Provider Agreement (“Agreement”) describes the relationship between the Provider (“Providers” or “you”) and CenturyLink Corporation (“we” or “us”) and governs your publication of any Product (as defined below) within CenturyLink Marketplace.

PLEASE READ THE FOLLOWING TERMS OF SERVICE CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND CENTURYLINK. BY REGISTERING FOR, ACCESSING, BROWSING, DOWNLOADING OR USING THE CENTURYLINK SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY, TERMS OF PURCHASE, AND TERMS OF SALE, AND ANY ADDITIONAL POLICIES AND FUTURE MODIFICATIONS (COLLECTIVELY, THE "TERMS"). IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF THE CENTURYLINK SERVICE.

The CenturyLink Marketplace is a catalog operated by CenturyLink that allows metered subscriptions to Provider Products offered to and purchased by other CenturyLink Cloud Customers. Any Provider Products offered through the CenturyLink Marketplace constitutes third-party software not provided by CenturyLink and the Provider Product the Provider offers must specify separate terms, conditions, restrictions on use and privacy policies applicable to any Provider Products offered, including any applicable third-party software terms. CenturyLink has no control over and does not guarantee the quality, safety or legality of items advertised, the truth or accuracy of any listing or third-party software imbedded within such Provider Products, or the ability of sellers to offer the Provider Products and CenturyLink assumes no liability or responsible therefrom. CenturyLink is not a party to the Provider terms, while CenturyLink may help facilitate provisioning between CenturyLink Cloud Customers and Providers, any and all issues and/or disputes arising out of or related to the Provider Products is solely between Provider and the applicable Customer.

1. Eligibility. The CenturyLink Service is not available to persons under the age of 18 or to any users previously suspended or removed from the CenturyLink Service by CenturyLink. YOU HEREBY REPRESENT THAT YOU ARE AT LEAST 18 YEARS OF AGE AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED FROM THE CENTURYLINK SERVICE. If you are using or opening an account with CenturyLink on behalf of a company, entity, or organization (collectively, a "Subscribing Organization") then you represent and warrant that you are an authorized representative of that subscribing organization with the authority to bind such organization to these terms, and that you agree to these terms on behalf of such subscribing organization. In such a case "You" in these terms refers to (i) your Subscribing Organization, (ii) you, an individual user, and (iii) any other Subscribing Organization personnel accessing and using the CenturyLink Service on Subscribing Organization's behalf.
2. Products. You may list Your Marketplace Product in the CenturyLink Marketplace subject to the following terms:
1. Review of Products. You must submit Your Marketplace Product for review in accordance with the CenturyLink Marketplace Provider Program Guide, and we may accept or reject it for any reason. You are responsible for evaluating and testing Your Marketplace Product before submitting it to CenturyLink to confirm that it complies with this Agreement and our Policies and operates properly with the web services offered by CenturyLink. We may review and test Your Marketplace Product submitted for listing in the CenturyLink Marketplace at any time, including for security-related concerns and to check the accuracy of descriptions and other materials included in Your Marketplace Product. You will cooperate with our review and testing.
2. Responsibility for Your Marketplace Product. You are responsible for Your Marketplace Product. Subject to Section 2.5 of this Agreement, you will establish the pricing, license rights and other terms governing subscribers’ use of Your Marketplace Product. The terms governing use of Your Marketplace Product by subscribers must be consistent with our terms for use of any web services offered by CenturyLink that are used with Your Marketplace Product, and our terms will control to the extent of any conflict. If you do not specify license rights for Your Marketplace Product, you agree to license Your Marketplace Product to subscribers on the same terms that we license software offered by CenturyLink to subscribers. You will ensure that all information about Your Marketplace Product (including information about applicable fees) displayed on the CenturyLink Site is, at all times, accurate, complete, not misleading, and in compliance with applicable law. Except as provided in this Agreement, CenturyLink obtains no rights under this Agreement from you to Your Marketplace Product.
3. Maintenance and Removal of Your Marketplace Product. You will ensure that all software contained in Your Marketplace Product is kept up-to-date with current bug fixes and patches. If CenturyLink determines that an update to the operating system utilized in Your Marketplace Product is necessary or desirable, it may, but is not obligated to, contact you to request that you update Your Marketplace Product and resubmit Your Marketplace Product in accordance with Section 2.1. If you fail to update Your Marketplace Product within the time period specified in such notice, then CenturyLink reserves the right, but not the obligation, to, exclusively on your behalf and at your expense, update, or engage a third-party to update, the operating system of Your Marketplace Product to apply software patches deemed necessary by CenturyLink in its sole discretion. We reserve the right to set-off the costs associated with such update against any Transaction Proceeds as set forth in Section 4.2. If CenturyLink elects to update the operating system of Your Marketplace Product, you will receive notice of such update and, within 15 calendar days of receipt of such notice, will accept or reject such modifications by reply notice to CenturyLink at the address specified in the notice you receive from CenturyLink. Modification of Your Marketplace Product by CenturyLink or its third-party contractor in accordance with this Section 2.3 will not abrogate, modify or otherwise limit your obligations under this Agreement with respect to Your Marketplace Product, and you will continue to remain solely responsible for Your Marketplace Product and for ensuring that all software contained in Your Marketplace Product is kept up-to-date with current bug fixes and patches. You may remove a listing of Your Marketplace Product from the CenturyLink Marketplace at any time in accordance with the CenturyLink Marketplace Listing Guidelines. We may also remove any listing for Your Marketplace Product from the CenturyLink Marketplace at any time for any reason. Except for SaaS Products, any removal by you or us of any listing of Your Marketplace Product from the CenturyLink Marketplace will apply to prospective subscribers only and you will continue to enable current subscribers to use Your Marketplace Product after removal of the listing until that subscriber terminates their use.
4. Our Responsibility. You will be the seller of record for Your Marketplace Product. Except as expressly set forth in this Agreement, we are not involved in any underlying transaction between you and any subscriber. We are not responsible for any dispute between you and any subscriber, but we may elect to assist in the resolution of any dispute between you and any subscriber. If we elect to assist in the resolution of a dispute, you agree to cooperate with us to resolve the dispute.
5. Fair Treatment of Our Subscribers. Your Marketplace Product must be offered to CenturyLink subscribers; (i) on substantially similar terms and conditions for and (ii) at prices competitive with the same product(s) on similarly situated sales channels (“Similar Sales Channels”). You must also make available in the CenturyLink Marketplace all software (including all versions) that you make available through any Similar Sales Channel. You must also provide all updates and new versions of Your Marketplace Product as soon as those updates or versions are made available through a Similar Sales Channel.
6. Subscriber Ratings and Feedback. We may implement mechanisms that rate, or allow subscribers to rate and provide feedback about, Your Marketplace Product (including information about Your Marketplace Product that has been removed from the CenturyLink Marketplace), you, and your performance in connection with Your Marketplace Product and the CenturyLink Marketplace. We may make these ratings and feedback publicly available.
7. Technical Support and Subscriber Service. You are solely responsible for technical support (if any) for Your Marketplace Product. We have no obligation to provide subscriber support or technical support to any subscriber of Your Marketplace Product.
8. Subscriber Information. Except as expressly permitted by us, you may use Subscriber Information only to communicate with subscribers who acquire rights in Your Marketplace Product to provide technical support. You may not use Subscriber Information for any other purpose. For example, you may not, directly or indirectly: (a) disclose any Subscriber Information to any third-party, except as necessary for you to perform your obligations under this Agreement and only if you ensure that every recipient uses the information only for that purpose and complies with any restrictions applicable to you; (b) use any Subscriber Information for any marketing or promotional purposes whatsoever; (c) use any Subscriber Information in any way inconsistent with applicable privacy policies or law; (d) contact a subscriber to influence them to make an alternative purchase; (e) disparage us, our affiliates or any of their or our respective products; or (f) target communications of any kind on the basis of the intended recipient being an CenturyLink Marketplace subscriber. This section does not prevent you from using other information that you acquire without reference to Subscriber Information for any purpose, even if that information is identical to Subscriber Information, as long as you do not target communications on the basis of the intended recipient being an CenturyLink Marketplace customer.
9. Marketing Restriction. You may not include in Your Marketplace Product, any advertisements or promotions for, or opportunities for a subscriber to purchase, products that you do not list in the CenturyLink Marketplace. If you choose to market or make other references to the availability of Your Marketplace Product, you must include a reference to the CenturyLink Marketplace or use an approved logo provided by us, in compliance with any trademark usage guidelines we specify.
10. Other Rights. During the term of this Agreement and for so long as subscribers are permitted to use Your Marketplace Product, you grant us a nonexclusive, worldwide license to: (a) reproduce, distribute, display, transmit, promote, and otherwise digitally make available (via all means of online and electronic distribution), Your Marketplace Product through the CenturyLink Marketplace; (b) display (i) your trademarks and logos in the form you provide them to us (with any modifications to optimize their viewing), and (ii) limited portions of Your Marketplace Product (e.g. product description) in connection with marketing Your Marketplace Product or the CenturyLink Marketplace and (c) access, display, promote and otherwise use Your Marketplace Product solely in connection with demonstrating Your Marketplace Product for potential subscribers. Use of or access to Your Marketplace Product by CenturyLink for the purposes specified in this section shall be pursuant to the foregoing license and the terms of this Agreement, and such license expressly supersedes any click-through, browse wrap and/or other terms related to Your Marketplace Product. We may permit our affiliates and independent contractors to exercise the rights that you grant to us in this Agreement. We assume all liability and responsibility for our affiliates’ and independent contractors’ compliance with, or breach of, the terms of this Agreement.
3. Term and Termination.
1. Either party may suspend Marketplace Provider Program activity for any reason or no reason upon thirty (30) days prior written notice to the other party. Notwithstanding the foregoing, CenturyLink may suspend and/or terminate the Marketplace Provider Program immediately and without notice in the event Provider violates the Confidentiality, Acceptable Use or Intellectual Property terms and conditions per the Agreement or CenturyLink ’s corporate Open Source policy in CenturyLink ’s sole and reasonable discretion.
2. The term of this Agreement will commence on the Effective Date set forth on the Cover Page and will continue until terminated. Either party may terminate this Agreement for any or no reason by (a) providing 30 days’ written notice to the other party or (b) immediately removing all products. For six months following termination of this Agreement, you will allow existing subscribers to continue to use Your Marketplace Product offered on terms and conditions (including price) at least as favorable as those in effect at the time of termination (but in any event consistent with the requirements of Section 2.4), and on your behalf, we will continue to process all payments and refunds for Transactions and collect the applicable Transaction Proceeds in accordance with Section 4. Notwithstanding anything in this Agreement to the contrary, we may terminate an existing subscriber’s use of Your Marketplace Product (y) at any time in accordance with our agreement with the subscriber or (z) upon termination of this Agreement for any or no reason.
4. User Fees, Payments, and Refunds.
1. Appointment of CenturyLink. The Marketplace is a forum through which Products are made available by Providers. CenturyLink’s role is to provide the technology and services to enable this forum and to process the related purchases, returns, and chargebacks for you. CenturyLink’s role is to provide the technology and services to enable the Marketplace. You appoint CenturyLink to act as your agent or commissionaire, as applicable, for these purposes, and you acknowledge that you, not CenturyLink, are the seller, provider, distributor, and licensor of your Products to Customers or CenturyLink Providers, as applicable.
2. User Fees. When you submit a Product for publication, you will designate the User Fees (if any) to be charged for use of your Product. The Publishing Portal may direct you to designate User Fees for different Product SKUs, geographies, currencies, or other aspects of your Product.
3. Billing. For Paid Products, we will charge or invoice Customers or CenturyLink Providers, as applicable, on your behalf for Customers’ use of your Product in Marketplace in accordance with the User Fees specified in your Listing Information (or its reasonable currency equivalent), including any discounts from promotional codes entered by Customers through the Marketplace. We may convert the User Fees associated with a Product into a local currency or to a currency associated with a Customer’s or CenturyLink Reseller’s customer agreement or reseller agreement, as applicable. Excluding BYOL Products, you will ensure that all fees and charges payable for use of your Product are billed and collected through the Marketplace, and you will not offer or establish any alternative means of payment.
4. Provider Net Revenue. Amounts payable to you will be calculated as follows: (i) aggregate User Fees paid and actually collected from Customers or CenturyLink Providers, as applicable, for Customers’ use of your Products over the previous payment period, net of any applicable taxes, refunds, and chargebacks (“Provider Net Receipts”); less (ii) a “Marketplace Service Fee” for promotion and availability of the Products. Our Marketplace Service Fee will be 20% of Provider Net Receipts. The total sum payable hereunder is referred to as “Provider Net Revenue.” We will include a transaction report along with payments made to you hereunder that reflects the calculation of Provider Net Revenues and the number of Paid Products used by Customers during the relevant Payment Period.
5. Payment Terms. We will pay you applicable Provider Net Revenues within 45 days after each payment period, as specified in the Marketplace Participation Policies. If Provider Net Revenues are less than $250.00 USD in any given payment period, we may elect to carry forward the amount owed to subsequent payment periods until the total amount owed is at least $250.00 USD. All Provider Net Revenues shall be paid using CenturyLink’s standard payment methods and in the manner you indicated during Provider Account setup, which may include checks payable to you and sent via U.S. mail and/or ACH electronic payment to a financial institution that you designate. You must provide us (or our third-party payment processor) with all financial, tax, and banking information requested so that we can pay you under this Agreement. We are not responsible for delay, loss, or misapplication of payment because of incorrect or incomplete information supplied by you or a bank or for failure of a bank to credit your account. We may remit payment to you in the currency associated with your Provider Account using CenturyLink’s then-current conversion rates.
6. Refunds and Offsets for Paid Products. If a Customer or a CenturyLink Reseller contacts us to request a refund for a purchase of your Paid Product, we will apply the same credit and refund policies that we use for our provision of Marketplace services. If our policies indicate that a credit or refund is due, we will proactively issue, and you authorize us to issue on your behalf, a credit or refund to the Customer or CenturyLink Reseller, as applicable. If our policies do not indicate that a credit or refund is due, we may invite the Customer or CenturyLink Reseller to contact you directly. You agree to inform us in the event that any Customer or CenturyLink Reseller is owed a refund for your Product. In such case, we will be solely responsible for processing any refunds through our payment system. You will not receive payment for any Product that is sold and later refunded or subjected to a chargeback, and we may offset future payments to you if a refund or chargeback is issued for a transaction for which you previously received payment.
5. Taxes. Responsibility for Taxes Pertaining to Product Purchases.
1. Tax Calculation and Remittance. In certain countries (“Remittance Countries”), we will collect and remit sales, use, goods and services, value added, or similar taxes, if any, applicable to the sale of your Product to Customers or to CenturyLink Providers, as applicable, in such countries through the Marketplace based on our tax profile in those countries. We make no warranty that our tax profile in any Remittance Country will be equivalent to yours or that the taxes we collect and remit in such countries will relieve you of primary liability for taxes on such sales, whether or not such taxes are separately stated by us. In any country, other than the Remittance Countries (such other country an “ISV Remittance Country”), we will not remit any sales, use, goods and services, value added, or other similar tax. You are responsible for determining whether you have an obligation to register, collect, and remit taxes in any ISV Remittance Country, and you must designate the User Fees associated with your Product as made available in such country to include any applicable taxes that you are obligated to collect and pay. For the list of Remittance Countries and to find more information about how CenturyLink collects taxes in Remittance Countries, see the Marketplace Participation Policies.
2. Exemption Certificates. Notwithstanding Section 5.1, we will not collect and remit tax from sales to certain CenturyLink Providers in Remittance Countries if we have deemed the sale tax-exempt. In such cases, you may be liable for taxes applicable to such sales unless you also obtain valid exemption certificates from the applicable CenturyLink Providers. Upon request, we will provide you with contact information for CenturyLink Providers who have resold your Paid Products, but you will be solely responsible for obtaining any necessary exemption certificates from CenturyLink Providers and for any tax liability resulting from your failure to do so.
3. Reporting. If you choose to make Products available in an ISV Remittance Country, you will have sole responsibility to determine your tax obligation in such ISV Remittance Country, if any.
6. Responsibility for All Other Taxes.
1. General. You are solely responsible for determining your federal, state, local, foreign, and any other tax obligations in any taxing jurisdiction in connection with the transactions contemplated by this Agreement and for paying and reporting those taxes, including taxes unique to your residence and any taxes related to Provider Net Revenue that you may receive under this Agreement. In the event that any price payable by any Customer or CenturyLink Reseller for any Product is subject to (1) any withholding or similar tax; or (2) any sales, use, goods and services, value added, or other tax or levy not collected by CenturyLink; or (3) any other tax or other government levy of whatever nature, the full amount of that tax or levy shall be solely for your account, and shall not reduce the Marketplace Service Fee to which CenturyLink is entitled.
2. Taxes on the Marketplace Service Fee. If we are required to collect any sales, use, goods or services, value-added, or similar taxes in connection with your payment of the Marketplace Service Fee, we may deduct and retain the amount of such taxes from amounts otherwise due to you and remit them to the applicable taxing authority.
3. Taxes withheld by CenturyLink. If CenturyLink is required to withhold any taxes, CenturyLink will deduct such taxes from the amount otherwise owed and pay them to the appropriate taxing authority and will secure and deliver to you an official receipt or other evidence of payment for any taxes withheld. We will use reasonable efforts to minimize such taxes to the extent permissible under applicable law, and both parties will reasonably cooperate with each other to obtain the lowest tax rates or elimination of such taxes. You must provide accurate information regarding your tax profile as requested by CenturyLink. If you complete and submit to CenturyLink a Certificate of Foreign Status, (i) you hereby represent and warrant that your services are not performed in the U.S.; or (ii) you must notify CenturyLink by sending an email to Marketplace@CenturyLink.com that your services are not performed in the U.S.
7. Proprietary Rights.
1. The CenturyLink Service is owned and operated by CenturyLink, Inc. The visual interfaces, graphics, design, compilation, information, computer code (including source code or object code), products, software, services, and all other elements of the CenturyLink Service provided by CenturyLink (the "Materials") are protected by United States copyright, trade dress, patent, and trademark laws, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Materials contained on the CenturyLink Service are the property of CenturyLink or its subsidiaries or affiliated companies and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to CenturyLink or its affiliates and/or third-party licensors. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Materials. CenturyLink reserves all rights not expressly granted in these Terms.
8. DISCLAIMER OF WARRANTY. AS TO PROVIDERS AND THEIR PRODUCTS, WE PROVIDE THE CENTURYLINK SERVICES OR THE MARKETPLACE "AS-IS," "WITH ALL FAULTS," AND "AS AVAILABLE." YOU BEAR THE RISK OF PUBLISHING YOUR PRODUCTS THROUGH THE MARKETPLACE FOR USE BY CUSTOMERS. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE EXCLUDE ANY IMPLIED WARRANTIES OR CONDITIONS, INCLUDING THOSE OF PRODUCT LIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT RELATING TO THE CENTURYLINK SERVICES AND THE MARKETPLACE. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ANY WARRANTIES THAT ACCESS TO, OR USE OF, THE CENTURYLINK SERVICES OR THE MARKETPLACE WILL BE UNINTERRUPTED OR ERROR FREE.
9. LIMITATION OF LIABILITY. EACH PARTY’S AND ITS AFFILIATES’ LIABILITY UNDER THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES UP TO THE TOTAL MARKETPLACE SERVICE FEES RECEIVED BY CENTURYLINK DURING THE PREVIOUS TWELVE (12) MONTHS. EACH PARTY AGREES NOT TO SEEK, AND EACH PARTY EXPRESSLY WAIVES, ANY RIGHT TO RECOVER ANY OTHER LOSSES OR DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR CONSEQUENTIAL, SPECIAL, INDIRECT, PUNITIVE, OR INCIDENTAL DAMAGES. THESE LIMITS AND EXCLUSIONS APPLY EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGES. THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU IF YOUR STATE OR COUNTRY DOES NOT ALLOW THE EXCLUSION OF CERTAIN DAMAGES.
10. Indemnification.
1. General. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any loss, claim, liability, damage, action or cause of action (including reasonable attorneys’ fees) arising out of or relating to any third-party claim concerning:
1. alleged infringement or misappropriation of any third-party rights by Your Marketplace Product, or by the use, distribution, sale, development, design, production, advertising or marketing of Your Marketplace Product;
2. a dispute between you and any subscriber to Your Marketplace Product;
3. any royalties or payments due to any third parties as a result of this Agreement;
4. any actual or alleged violation of law, gross negligence, willful misconduct, or fraud by you in connection with Your Marketplace Product;
5. any actual or alleged breach of your representations, warranties or covenants set forth in this Agreement; or
6. any claim or demand for payment of any Taxes imposed in connection with any Transaction, and for any fines, penalties, or similar charges imposed as a result of your failure to collect, remit or report any Taxes in connection with any Transaction.
2. Process. We will promptly notify you of any claim subject to Section 6.1, but our failure to promptly notify you will only affect your obligations under Section 6.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
3. No third-party Beneficiaries. Customer agrees that, except as otherwise expressly provided in this Agreement, there shall be no third-party beneficiaries to the Agreement.
4. Notice. Except as otherwise provided in this Agreement, each party may provide notices required under this Agreement by email or by mail to the address listed on the cover sheet hereto for the other party.
5. Force Majeure. CenturyLink is not responsible for delays or failures to perform its responsibilities under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, governmental actions, fires, explosions, labor disputes, war, pandemic, terrorism, riots, inability to obtain energy (each, a "Force Majeure"), provided, that the non-performing party promptly furnishes Notice to the other party and resumes performance as soon as practicable. CenturyLink will take all reasonable steps to remove the causes of non-performance and resume performance as soon as the causes are removed.
11. Definitions

“Acceptable Use Policy” means the policy currently available at https://www.ctl.io/legal/marketplace/aup/, as it may be updated by us from time to time.

“Account Fee” means the fee you pay to CenturyLink, if any, to establish and access your Publisher Account.

“Affiliate” means any legal entity that owns, is owned by, or is commonly owned with a party.

“Own” means more than 50% ownership or the right to direct the management of the entity.

“CenturyLink Reseller” means a CenturyLink partner that is authorized to resell access to CenturyLink Marketplace and/or Marketplace Products in one or more Indirect Channels.

“Bring-Your-Own-License (BYOL) Product” means a Product for which Customers have obtained outside of the Marketplace the right to access or use the Product.

“Customer” means any CenturyLink customer or end-user who acquires, makes use of, or otherwise views a Product published through the Marketplace.

“Customer Data” means all data, including all text, sound, video, or image files, and software that are provided to you by, or on behalf of, Customers through their use of your Products.

“Customer Information” means any information that you collect through the Marketplace or that we provide to you, in our discretion, about Customers who have purchased or accessed your Products, including contact information or, with respect to your Products, purchase history or usage information.

“Free Trial Product” means a Product that you permit Customers to use for free during a limited, trial period.

“Indirect Channel” means a sales channel in which CenturyLink authorizes CenturyLink Resellers to resell access to Marketplace Products.

“Listing Information” means the information and images accompanying a Product that identify the nature, volume, User Fees, Terms of Use, and other features of the Product, as specified by you in connection with your request to publish the Product or otherwise.

“Marketplace” means a limited repository of links to Products published by CenturyLink and various third-party publishers available through the CenturyLink Marketplace or any other marketplace service through which Products are published subject to this Agreement. Customers may access the Marketplace via a web-based management portal, Marketplace APIs, or other mechanisms made available by CenturyLink.

“Marketplace Participation Policies” means the business policies and requirements for publishing in the Marketplace, as set forth at https://www.ctl.io/knowledge-base/ecosystem-partners/partner-integration-resources/centurylink-cloud-ecosystem-program-guide/

“Marketplace Publication Guidelines” means the documentation by which we provide technical instructions and baseline requirements to publishers to assist them in creating, testing, and publishing Products within the Marketplace, as set forth at https://www.ctl.io/knowledge-base/ecosystem-partners/partner-integration-resources/centurylink-cloud-ecosystem-program-guide/ or at an alternate site that we identify.

“CenturyLink Marketplace” or “Marketplace” means CenturyLink’s Marketplace-branded cloud services platform.

“CenturyLink Marketplace Guidelines” means the guidelines for participation in the CenturyLink Marketplace program and use of certification marks, as set forth at https://www.ctl.io/knowledge-base/ecosystem-partners/partner-integration-resources/centurylink-cloud-ecosystem-program-guide/

“Product” means any software, data, media, or service published or proposed to be published in the Marketplace under this Agreement, and includes, without limitation, the Product categories described in the Marketplace Participation Policies. Additional terms applicable to specific categories of Products are set forth in Exhibit A.

“Provider Product” means all data, software, and services included within, installable by, or otherwise associated with a Product. A Providers’ Product includes, without limitation, all operating system and application software associated with a Product, not including any CenturyLink Software Products, irrespective of whether you are the owner of such software.

“Paid Product” means a Product for which User Fees are charged for Customers’ use of the Product through the Marketplace. Paid Products do not include BYOL Products.

“Privacy Statement” means a privacy statement that describes your practices regarding collection and use of Customer Data and Customer Information, as specified in the Listing Information associated with your Product.

“Publisher Account” means a publisher account for the Provider Program and/or Marketplace, which includes a user name and password.

“Publishing Portal” means the web portal available at https://provider-portal.ctl.io, or at an alternate site that we identify, through which publishers may submit Products for approval and publication within the Marketplace and access information and receive communications from CenturyLink relating to the Marketplace.

“Terms of Use” means the legal terms under which you grant Customers the right to use or access your Product, as well as all Product Products associated therewith, as specified in the Listing Information associated with your Product.

“User Fees” means a set of fees that you authorize CenturyLink to charge Customers or CenturyLink Resellers, as applicable, for Customers’ use of a Paid Product. The Marketplace Participation Policies sets forth the pricing models supported by the Marketplace.