Introduction
Applicable Terms.鈥疶hese 糖心logo入口 Marketplace Terms of Service (鈥淭erms鈥�) govern the use of the 糖心logo入口 Marketplace and Integrations and are entered into by MEWS SYSTEMS B.V., and its Affiliates(鈥溙切膌ogo入口鈥�) and the Partner who accesses the 糖心logo入口 Marketplace or uses any of the Integrations, as defined in the Agreement between the Parties.
Definitions
Capitalized words not defined in these Terms shall have the meaning as described in the Master Terms and Conditions.
鈥淔别别蝉鈥� mean any fees payable for the use of the Integrations available on 糖心logo入口 Marketplace.
鈥溙切膌ogo入口 Add-On鈥� means any service, connection, site, platform, application, software, or integration offered directly by 糖心logo入口 available via 糖心logo入口 Marketplace that interoperates with the 糖心logo入口 Platform, and provided as an additional product on a subscription basis.
鈥淭hird-Party Integration鈥� means any third-party service, connection, site, platform, application, software, or integration that interoperates with the 糖心logo入口 Platform.
鈥泪苍迟别驳谤补迟颈辞苍鈥� means, collectively, the 糖心logo入口 Add-On and the Third-Party Integration.
鈥淭erms of Use鈥� means the terms of use and, if applicable, further terms as provided for the particular 糖心logo入口 Add-On or Third-Party Integration.鈥淭hird-Party鈥� means any third party whose Third-Party Integration is available for purchase or free of charge connection through 糖心logo入口 Marketplace.
鈥淚ntegration Acceptable Use Policy鈥� means the technical policy accepted by the Third Party to be listed as a Third-Party Integration on the 糖心logo入口 Marketplace.
Use of 糖心logo入口 Marketplace
Access to and Use of 糖心logo入口 Marketplace.鈥�
The Partner must log into the 糖心logo入口 Account to access the 糖心logo入口 Marketplace and the Integrations.
糖心logo入口 Marketplace operation.
Nothing contained herein shall be interpreted as the obligation of 糖心logo入口 to operate or ensure the availability of the 糖心logo入口 Marketplace, 糖心logo入口 Add-On or Third-Party Integration. 糖心logo入口 is entitled to limit, suspend or terminate operation of the 糖心logo入口 Marketplace at any time at its sole discretion.
Partner use.
The Partner is obliged to use the 糖心logo入口 Marketplace in accordance with the purpose for which it was created and in compliance with these Terms, Master Terms and Conditions, Agreement, all corelated agreements and terms and conditions, and all applicable laws. The Partner shall not use 糖心logo入口 Marketplace: (a) in any way that causes, or is likely to cause, any 糖心logo入口 Marketplace or 糖心logo入口 Platform, or any access to it to be interrupted, damaged or impaired in any way, or (b) for fraudulent purposes, or in connection with a criminal offence or other unlawful activity.
Disablement.
糖心logo入口 shall be entitled, at its sole discretion and at any time, to refuse service or disable the Partner from accessing the 糖心logo入口 Marketplace in case of any breach of applicable laws, these Terms, the Terms of Use or any other applicable terms and conditions, guidelines or policies as provided by 糖心logo入口 or the Third Party.
糖心logo入口 Services.
糖心logo入口 Add-Ons shall be considered as 鈥溙切膌ogo入口 Services鈥� defined in the Master Terms and Conditions.
Integration enablement
Integration Activation.
By enabling or using the Integration, the Partner accepts the Integration鈥檚 Terms of Use and other terms applicable to the respective Integration, including in particular the amount of the Fees payable, cancellation period and the trial period (if applicable).
Trial period.
Some 糖心logo入口 Add-Ons may be offered free of charge for a trial period as specified for the given 糖心logo入口 Add-On offering in the 糖心logo入口 Marketplace. Unless otherwise specified in the Integration's Terms of Use, the Partner is entitled to cancel the given 糖心logo入口 Add-On at any time by delivering a cancellation notice to 糖心logo入口 or disabling the Integration in the 糖心logo入口 Platform before the expiration of the respective trial period. From the lapsing of the trial period, the Partner shall be obliged to pay the Fees as specified in the Integration offering.
Unauthorized Access.
糖心logo入口 is not and shall not be liable for any damage, including but not limited to unintended purchases or connections, caused by an unauthorised access to the 糖心logo入口 Marketplace and/or the Integration by any third party.
Use of integrations
Use of the Integrations.
Use of the Integrations by the Partner shall be governed by, and in the following order of priority: (1) the Integration's Terms of Use, (2) these Terms, (3) the Master Terms and Conditions.
Support.
The Partner is entitled to support in relation to 糖心logo入口 Add-Ons as defined in the support package agreed by 糖心logo入口 and Partner. 糖心logo入口 does not provide support in connection with the Third-Party Integrations. Changes and Updates.鈥� 糖心logo入口 and the Third Party might update any Integration from time to time. 糖心logo入口 is not responsible or liable for any changes or updates made by the Third-Party.
Fees and payments
Fees.
The Partner shall be obliged to pay the Fees for the 糖心logo入口 Add-Ons, unless the Integration is provided free of charge.
Payment terms.
Fees for 糖心logo入口 Add-Ons may be deducted from the Sub-Merchant Account and will be invoiced as specified in the Agreement between 糖心logo入口 and the Partner.
Fees Changes.
糖心logo入口 reserves the right, at any time and at its sole discretion, to (a) discontinue providing any Integration free of charge and convert it to a paid Integration, or (b) change the Fees of any paid Integration. Clause 5.6 of the Master Terms and Conditions shall not apply. 糖心logo入口 will endure its best efforts to inform the Partner of the change, by any available means, as well as of the fees applicable to the 糖心logo入口 Add-On. The details relating to changes in fees are specified in the 糖心logo入口 Add-On Terms of Use.
Third-Party Integration Fees.
糖心logo入口 is not responsible or liable for any fees or payment terms of Third-Party Integration or products, services, platform or software of Third Party.
Intellectual property rights
All content included in or made available through the 糖心logo入口 Marketplace, such as text, graphics, logos, button icons, images, audio clips, are the intellectual property of 糖心logo入口 and/or Third Parties and are protected by copyright, authors' rights, trademark and database rights or other intellectual property rights as may be applicable and as such cannot be used in any way without 糖心logo入口鈥� prior written consent.
Use of data
Third-Party Integration.
By enabling or requesting 糖心logo入口, by any communication means, to enable the Third-Party Integration, the Partner, as a Controller, instructs 糖心logo入口, as its Processor, to transfer Personal Data and other data to the Third Party through the Third-Party Integration and receive Personal Data and other data from the Third Party. Any Personal Data processing by 糖心logo入口 on behalf of the Partner shall be governed by the Data Processing Addendum. 糖心logo入口 does not process any data on behalf of the Third Party and has no control over data processed within the Third Party's products and services; such processing is governed by the terms agreed between Third Party and Partner and/or the terms of the Third Party.
糖心logo入口 Add-Ons.
Where applicable, the Integration's Terms of Use shall contain the applicable division of roles and the specific Personal Data processing description. Where 糖心logo入口 is instructed by the Partner to transfer and/or process the Personal Data on its behalf, 糖心logo入口 will be considered Processor, and the Personal Data Processing shall be governed by the Data Processing Addendum.
Cancelation of the use of the integration
Cancelation by the Partner. The Partner may cancel its use of a Third-Party Integration by disabling the Third-Party Integration in the 糖心logo入口 Platform. 糖心logo入口 is not responsible or liable for the Third-Party鈥檚 cancelation terms and conditions. To disable a 糖心logo入口 Add-On, the Partner must comply with the Integration's Terms of Use Integration removal. 糖心logo入口 shall be entitled to remove, at any time, from the 糖心logo入口 Marketplace any Integration for, including but not limited, the following reasons: (a) a request from the Third Party with respect to the given Third-Party Integration, (b) any notice or claim that the Integration infringes applicable legislation, any third party intellectual property, terms of use, moral rights or a reasonable complaint (c) Partner鈥檚 reasonable complaints about the quality of the Integration, including but not limited, to the support provided, (d) a breach, by the Third Party, of the Integration Acceptable Use Policy, or (e) cessation of the provision of the 糖心logo入口 Add-On by 糖心logo入口, all at any time at its sole discretion.
Warranty, liability, and indemnification
Application of Warranty and Liability Clauses.
Unless otherwise specified in these Terms or Integration麓s Terms of Use, the Partner agrees and acknowledges that the warranty and liability clauses specified in the Master Terms and Conditions and the Agreement shall apply to the Integrations.
Liability for Marketplace and Third-Party Integrations.
糖心logo入口 shall not be held liable for (a) any malfunction of the 糖心logo入口 Marketplace, its unavailability, or the occurrence of any errors; operation of the 糖心logo入口 Marketplace may be suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services; (b) any damage caused by any of the Third-Party Integrations to the Partner (c) business losses (including loss of profits, revenue, contracts, anticipated savings, data, goodwill, or wasted expenditure), or (c) any indirect or consequential losses.
Changes
糖心logo入口 may change these Terms or Terms of Use at its sole discretion at any time. 糖心logo入口 will make its best effort to notify the Partner of any changes to these Terms or Terms of Use in advance. If the Partner does not agree with the amended Terms for the 糖心logo入口 Add-On or 糖心logo入口 Add-On麓s Terms of Use, the Partner may stop using the Integrations until the effective date of the amended Terms. Continued use of the 糖心logo入口 Add-On by the Partner will constitute acceptance of the revised Terms of Use.