Introduction
Applicable Terms. These Mews Marketplace Terms of Service (“Terms“) govern the use of the Mews Marketplace and Integrations and are entered into by MEWS SYSTEMS B.V., and its Affiliates(“Mews”) and the Partner who accesses the Mews 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.
“Fees” mean any fees payable for the use of the Integrations available on Mews Marketplace.
“Mews Add-On” means any service, connection, site, platform, application, software, or integration offered directly by Mews available via Mews Marketplace that interoperates with the Mews Platform, and provided as an additional product on a subscription basis.
“Third-Party Integration” means any third-party service, connection, site, platform, application, software, or integration that interoperates with the Mews Platform.
“Integration” means, collectively, the Mews Add-On and the Third-Party Integration.
“Terms of Use” means the terms of use and, if applicable, further terms as provided for the particular Mews Add-On or Third-Party Integration.“Third-Party” means any third party whose Third-Party Integration is available for purchase or free of charge connection through Mews Marketplace.
“Integration Acceptable Use Policy” means the technical policy accepted by the Third Party to be listed as a Third-Party Integration on the Mews Marketplace.
Use of Mews Marketplace
Access to and Use of Mews Marketplace.
The Partner must log into the Mews Account to access the Mews Marketplace and the Integrations.
Mews Marketplace operation.
Nothing contained herein shall be interpreted as the obligation of Mews to operate or ensure the availability of the Mews Marketplace, Mews Add-On or Third-Party Integration. Mews is entitled to limit, suspend or terminate operation of the Mews Marketplace at any time at its sole discretion.
Partner use.
The Partner is obliged to use the Mews 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 Mews Marketplace: (a) in any way that causes, or is likely to cause, any Mews Marketplace or Mews 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.
Mews shall be entitled, at its sole discretion and at any time, to refuse service or disable the Partner from accessing the Mews 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 Mews or the Third Party.
Mews Services.
Mews Add-Ons shall be considered as “Mews Services” defined in the Master Terms and Conditions.
Integration enablement
Integration Activation.
By enabling or using the Integration, the Partner accepts the Integration’s 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 Mews Add-Ons may be offered free of charge for a trial period as specified for the given Mews Add-On offering in the Mews Marketplace. Unless otherwise specified in the Integration's Terms of Use, the Partner is entitled to cancel the given Mews Add-On at any time by delivering a cancellation notice to Mews or disabling the Integration in the Mews 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.
Mews 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 Mews 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 Mews Add-Ons as defined in the support package agreed by Mews and Partner. Mews does not provide support in connection with the Third-Party Integrations. Changes and Updates. Mews and the Third Party might update any Integration from time to time. Mews 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 Mews Add-Ons, unless the Integration is provided free of charge.
Payment terms.
Fees for Mews Add-Ons may be deducted from the Sub-Merchant Account and will be invoiced as specified in the Agreement between Mews and the Partner.
Fees Changes.
Mews 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. Mews 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 Mews Add-On. The details relating to changes in fees are specified in the Mews Add-On Terms of Use.
Third-Party Integration Fees.
Mews 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 Mews Marketplace, such as text, graphics, logos, button icons, images, audio clips, are the intellectual property of Mews 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 Mews’ prior written consent.
Use of data
Third-Party Integration.
By enabling or requesting Mews, by any communication means, to enable the Third-Party Integration, the Partner, as a Controller, instructs Mews, 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 Mews on behalf of the Partner shall be governed by the Data Processing Addendum. Mews 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.
Mews 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 Mews is instructed by the Partner to transfer and/or process the Personal Data on its behalf, Mews 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 Mews Platform. Mews is not responsible or liable for the Third-Party’s cancelation terms and conditions. To disable a Mews Add-On, the Partner must comply with the Integration's Terms of Use Integration removal. Mews shall be entitled to remove, at any time, from the Mews 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’s 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 Mews Add-On by Mews, 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´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.
Mews shall not be held liable for (a) any malfunction of the Mews Marketplace, its unavailability, or the occurrence of any errors; operation of the Mews 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
Mews may change these Terms or Terms of Use at its sole discretion at any time. Mews 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 Mews Add-On or Mews Add-On´s Terms of Use, the Partner may stop using the Integrations until the effective date of the amended Terms. Continued use of the Mews Add-On by the Partner will constitute acceptance of the revised Terms of Use.