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End User License Agreement - Marketplacer Connector

Date: 9 February 2022

The “App” refers to the software contained in the Marketplacer Connector which acts as a layer between the Marketplacer core application and a third party e-Commerce platform (Commerce Platform). The App facilitates Marketplacer's customers to connect a marketplace powered by Marketplacer to a customer store hosted on a Commerce Platform.

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE INSTALLING THE APP. THIS LICENSE IS A LEGAL AGREEMENT BETWEEN YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND MARKETPLACER PTY LTD (HEREINAFTER REFERRED TO AS MARKETPLACER). YOUR INSTALLATION OR USE OF THIS APP INDICATES YOUR ACCEPTANCE OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MUST NOT INSTALL OR USE THE APP.

The App is protected by copyright laws and international copyright treaties, as well as other laws and treaties. The App is licensed, not sold. Grant of License Subject to your compliance with the terms of this License, Marketplacer hereby grants to you a worldwide, non-exclusive, no-charge and royalty-free copyright license to install, copy and use (subject to the restrictions below) the App on the following terms and conditions:

  1. User limitation. You may only install, use or copy the App or any component of it if you are, or are an employee of, a Marketplacer customer or service provider to a Marketplacer customer acting in the customers interests, such customer being a party to a Business Services Agreement with Marketplacer or one of its affiliates.
  2. Purpose limitation. Marketplacer grants you the right to install and use copies of the App to connect a marketplace powered by Marketplacer with a store hosted on a Commerce Platform. Use of the App for any other purpose is strictly prohibited.
  3. Distribution. You must not distribute copies, including modified copies, of the App to third parties.
  4. Changes. You may change the code at your own risk, provided you otherwise meet the conditions of this License. Marketplacer has no responsibility for maintaining or supporting such modified code.
  5. Rental. You must not rent, lease, or lend the App.
  6. Intellectual Property. You will not have any proprietary rights in or to the App. You acknowledge and agree that Marketplacer and its suppliers retain all copyright and other proprietary rights in and to the App, including any part of the App which you incorporate into your own software and any copies (including modified copies) of the App. All rights not expressly granted are reserved by Marketplacer.
  7. Compliance. You must not use the App in any way that is in violation of the Business Services Agreement between the customer and Marketplacer or which violates applicable laws (including data protection laws).
  8. Updates. As this License is updated for future releases of the App, you agree to abide by and meet all requirements of future updates of this License for those future connectors.
  9. Export Control. You will comply, and will not cause Marketplacer to not comply, with all applicable export control laws of the United States and any other applicable governmental authority, including without limitation, the U.S. Export Administration Regulations. You agree that the App and any accompanying documentation are Marketplacer's confidential information (and are not publicly available), and you will not use it, disclose it or make it available to others except in accordance with the terms of this License.
  10. Confidential information. You agree to treat the App including any related documentation as Marketplacer's confidential, non-public information. You shall implement organizational and technological measures to protect its confidentiality which are at least as stringent as those you use to protect your own information and in any event, which are prudent and reasonable.

We may terminate this License and all your rights under this License immediately in the event that you (a) breach this License; (b) infringe any intellectual property rights of Marketplacer or any third party or (c) use the App or a Marketplacer service in a way that violates a Business Services Agreement or applicable law.

This Agreement shall be governed by the laws of Victoria, Australia. If any portion of this Agreement is deemed unenforceable by a court of competent jurisdiction, it shall not affect the enforceability of the other portions of this Agreement.

THE APP AND ANY COMPONENT THEREOF, INCLUDING HEADERS, LIBRARIES AND APIS PROVIDED BYMARKETPLACER ARE PROVIDED “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED. IN NO EVENT WILL MARKETPLACER AS THE COPYRIGHT OWNER OR ITS CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE APP, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES, SO YOU MAY HAVE ADDITIONAL RIGHTS.