Marketplace Terms

These Happeo Marketplace Terms (“Marketplace Terms”) are governed by and form an integral part of Happeo’s Terms of Service or any offline equivalent (including without limitation a Master Subscription Agreement) as applicable, between Happeo and Customer (“Agreement''). These Marketplace Terms become effective and legally binding when you click accept, use or take any action on the Happeo Marketplace, whichever occurs first. If you are acting on behalf of a company you represent that you have full legal power and authority to bind the company or other legal entity, including any of their Affiliates (if applicable) to these Marketplace Terms. If you do not have such authority, or if you do not agree to all the terms and conditions set forth in these Marketplace Terms, you, the respective company or legal  entity or its Affiliates, have no right to use the Happeo Marketplace.

In the context of these Marketplace Terms solely, Customer, as defined in the Agreement, shall also mean any person or entity that develops a Custom App and submits it to the Happeo Marketplace, as defined below, whether or not such person or entity is a Customer of Happeo. 

Any capitalised terms not defined herein shall have the same meaning as defined in the Agreement. Happeo may update these Marketplace Terms from time to time by posting the revised terms. You may be required to click to agree to the modified Marketplace Terms in order to continue using the Marketplace, and in any event your continued use of the Happeo Marketplace after the effective date of the modifications constitutes your acceptance of the modified terms.

Definitions

“Custom Marketplace App(s)” means applications developed using a Happeo SDK, connecting certain Third-Party Products selected by the Customer to the Happeo Service. Custom Marketplace Apps are available only to such Customers which developed such Custom Marketplace App or for which such Custom Marketplace App was developed. 

“Customer-Developed Marketplace App(s)” means collectively Custom Marketplace Apps and External Marketplace Apps developed by or for the Customer. Customer-Developed Marketplace Apps are deemed to be Third-Party Products as defined in the Agreement. 

“External Marketplace App(s)” means Custom Marketplace Apps developed by Happeo’s customers, resellers, users and software developers which are published to the Happeo Marketplace and made available free of charge also to other Happeo customers. The selection of External Marketplace Apps available may vary from time to time. External Marketplace Apps are deemed to be Third-Party Products as defined in the Agreement. 

“Happeo SDK” means a software development kit enabling development of customised applications that connect certain Third-Party Products with the Happeo Service. 

“Happeo Marketplace” means a feature within the Service that allows Customer’s Administrators to connect Marketplace Apps to the Service.  The Happeo Marketplace including the Marketplace Apps, in its entirety or partly, might not be suitable for use on a mobile device or on the Happeo mobile application.

“Marketplace App(s)” means External Marketplace Apps as well as Add-Ons, applications and plugins available in the Happeo Marketplace developed by Happeo. 

Other Terms & Conditions

Rights in Customer-Developed Apps and License Grant

1. Customer retains all rights, title, and interest (including any Intellectual Property Rights) in and to all Customer-Developed Marketplace Apps. Customer hereby grants Happeo and its Affiliates an irrevocable, non-exclusive, sublicensable, worldwide, royalty-free right and licence to review, collect, use, copy, store, transmit, display, modify, and create derivative works of, any Customer-Developed Marketplace Apps, including but not limited to, the names and underlying software code of Customer-Developed Marketplace Apps, in order to provide the Service and monitor the content, quality, security and use of Customer-Developed Marketplace Apps within the Service to Happeo customers.

2. If a Custom Marketplace App is published following a request of the Customer as set out in Section 3 below, the licence granted by Customer herein to a Customer-Developed Marketplace App shall automatically extend to cover communication, reproduction, and dissemination of such Customer-Developed Marketplace App in public, including but not limited to the Service and Happeo Marketplace, as well as in Happeo’s marketing materials and website. 

Publication of a Custom Marketplace App

3. If Customer requests publication of a Custom Marketplace App to the Happeo Marketplace, Customer shall submit the Custom Marketplace App to Happeo for review and pre-approval, as instructed by Happeo from time to time. In case of any quality or security concerns during the review process, Happeo may, at its discretion, require Customer to modify a Custom Marketplace App before it is uploaded to the Happeo Marketplace as an External Marketplace App, or deny its publication to the Happeo Marketplace or at any time and for any reason, at its discretion, unpublish or remove it from the Happeo Marketplace. Happeo assumes no responsibility or liability for any required modifications, denied publishing or removal of a Customer-Developed Marketplace App from the Happeo Marketplace at any time for any reason. For avoidance of doubt, any review or pre-approval by Happeo does not release or limit Customer’s liabilities in relation to Customer-Developed Marketplace App(s). 

Representation, Warranty and Indemnification for Customer-Developed Marketplace Apps

4. Customer represents and warrants that Customer-Developed Marketplace Apps are safe and secure and do not contain any malicious code, including but not limited to, attack scripts, viruses, worms, trojan horses, backdoors or other malicious active content or harmful elements. Customer shall ensure that Customer-Developed Marketplace Apps meet Happeo’s quality and security standards, as applicable, in force from time to time and available at  https://developers.happeo.com/docs/security-and-quality-standards. In case of any quality or security concerns at any time, or suspected non-compliance with Happeo’s standards, Happeo may, at its discretion, require Customer to modify a Customer-Developed Marketplace App, with or without prior notice prevent access to or remove the Customer-Developed Marketplace App from the Happeo Marketplace. Furthermore, Customer represents and warrants that communicating, reproducing and disseminating the Customer-Developed Marketplace App or information related thereto does not breach any third party rights, including e.g. any third party Intellectual Property Rights. Additionally, Customer represents and warrants that the Customer-Developed Marketplace Apps published to Happeo Marketplace are compliant with applicable laws and regulations and are accompanied with a software licence agreement which is compliant with these Marketplace Terms. Customer-Developed Marketplace Apps shall be licensed under the MIT licence (https://opensource.org/license/mit). However, Customer may include additional licence terms to the Customer-Developed Marketplace Apps provided the licence terms does not restrict the licence grant set forth in the MIT licence in any way. 

5. Customer’s indemnification under the Agreement covers any third party claim resulting from a claim alleging that Customer-Developed Marketplace Apps or the use thereof breach these Marketplace Terms or infringe Intellectual Property Rights or other rights of a third party.

Data Collection

6. Happeo may collect data in accordance with its Privacy Policy (https://www.happeo.com/happeo-privacy) and/or its Data Processing Addendum (https://www.happeo.com/dpa), as applicable, when a Customer uses the Happeo Marketplace and External Marketplace Apps. If you use an External Marketplace App, third parties, such as the owner, provider or developer of the External Marketplace App, may also collect additional data in accordance with their own privacy notices, and you authorise such third parties to access and/or use  such data as described in such privacy notice. This may include transmitting, transferring, modifying or deleting such data, or storing such data on third party systems. Happeo is not responsible for any access, use, transfer or security of data or information by third parties or by the applicable External Marketplace Apps, or for the security or privacy practices of any third party providing such External Marketplace Apps, or such External Marketplace Apps or their third party processors. You are solely responsible for your decision to use a third party External Marketplace App and related  access and/or use data of such External Marketplace App. 

Miscellaneous

7. Nothing in these Marketplace Terms shall prevent Happeo, its Affiliates or their subcontractors or other customers from building Marketplace Apps that connect to or interoperate with the same or similar Third-Party Products as Customer-Developed Marketplace Apps, or otherwise from developing  applications that are similar to any past or present Customer-Developed Marketplace Apps.

8. All terms and conditions of the Agreement not specifically amended in these Marketplace Terms shall remain unchanged and in full force and effect, including but not limited to, warranty, limitation of liability, governing law, jurisdiction and dispute resolution. The Agreement Terms shall extend, as applicable, to any individual or entity subject to these Marketplace Terms, whether or not that individual or entity is a customer of Happeo.

Updated: March 2024