Marketplace Terms and Conditions
Last updated March 31, 2021
These Frappe Cloud Marketplace Terms and Conditions (“Terms”) are entered into between Frappe Technologies Pvt Ltd, including its affiliates (collectively, “Frappe Cloud”), and you and your company (“Publisher”, “you”, or “your”). These Terms apply to Publisher’s publication of information regarding Publisher’s software, data, media, service, product, or other offering (“Publisher Offering”) and product information and images regarding your Publisher Offering (“Listing Information”) on the site maintained by Frappe Technologies where it provides information about certain third-party offerings (Frappe Cloud Marketplace”). By submitting your Publisher Offering to Frappe Technologies for publication on the Frappe Cloud Marketplace you represent and warrant that you have the authority to bind Publisher to these Terms and agree to bind Publisher to these Terms.
1. Submission, Approval, and Publication of Publisher Offerings
(a) Submission Process. In order to participate in the Frappe Cloud Marketplace, Publisher must submit a request in the form required by Frappe Technologies. The requirements for each submission are set forth in Frappe Cloud's current publishing guidelines (Frappe Cloud Marketplace Publishing Guidelines”) located at https://frappecloud.com/marketplace/getting-started, which Frappe Cloud may update from time to time in its sole discretion. The Frappe Cloud Marketplace Publishing Guidelines include minimum requirements for Publishers and Publisher Offerings to be included in the Frappe Cloud Marketplace. Publisher may be required to create an account on a publishing portal in order to manage the submission process. If Frappe Cloud approves the Publisher Offering for inclusion on the Frappe Cloud Marketplace, Frappe Cloud may publish the Publisher Offering on the Frappe Cloud Marketplace, subject to the terms and conditions of these Terms. Frappe Cloud reserves the right to reject any Publisher application for any or no reason. Publisher is responsible for ensuring that the Listing Information associated with its Publisher Offering is accurate and up to date at all times.
(b) Presentation of Publisher Offerings. Frappe Cloud reserves the right to determine the manner in which Publisher Offerings, Listing Information, and any other information intended to inform Frappe Cloud Marketplace users about a Publisher Offering, is presented and promoted in the Frappe Cloud Marketplace. “Publisher Offerings” may include Frappe Cloud 1-Click Apps (also known as One-Click applications), which are pre-built virtual machine images and/or container images that automate common set-up steps for users including package installation, firewall rules, and software configuration, and may also include new types of listings as determined in the future in Frappe Cloud's sole discretion. During the term of these Terms, Publisher grants Frappe Cloud a limited, nonexclusive, worldwide, royalty-free, fully paid-up right and license under all of Publisher’s intellectual property rights in and to the Listing Information and Publisher Offerings to use, reproduce, translate into any language, and display the Listing Information and Publisher Offerings on the Frappe Cloud Marketplace. Frappe Cloud shall have no obligations to post, maintain, ensure the accuracy of or otherwise manage or handle the Listing Information or Publisher Offerings.
(c) License to Publisher Marks. During the term of these Terms, Publisher grants Frappe Cloud a non-exclusive, royalty-free, fully paid up, worldwide right and license right and license under all of Publisher’s intellectual property rights in and to the Publisher Marks to use, reproduce and display Publisher’s trademarks and logos (“Publisher Marks”) as provided to Frappe Cloud, in connection with the marketing and promotion of the Publisher Offerings in the Frappe Cloud Marketplace. Frappe Cloud may reformat or resize Publisher Marks for publishing on the Frappe Cloud Marketplace provided that it does not materially alter the overall appearance of the Publisher Marks. Frappe Cloud will stop using the Publisher Marks upon termination of Publisher’s participation on the Frappe Cloud Marketplace.
(d) Security.
i. Publisher will implement and maintain reasonable security measures to prevent unauthorized access to the Publisher Offerings. Such measures will in no event be less stringent than those used to safeguard Publisher’s own property. Such measures will include, where appropriate, use of updated firewalls, virus screening software, logon identification and passwords, encryption, intrusion detection systems, logging of incidents, periodic reporting, and prompt application of current security patches, virus definitions and other updates. Frappe Cloud reserves the right to terminate these Terms, in its sole discretion and without limitation or termination liability, if Frappe Cloud reasonably determines that Publisher fails to meet its obligations under this Section or if the areas of non-compliance are such that the security of the Publisher Offering is insufficient.
ii. If at any time Publisher determines that any unlawful or unauthorized access, use or disclosure of the systems and/or confidential information of Publisher, its customers or Frappe Cloud (“Data Security Breach”) may have or has occurred, Publisher will promptly notify Frappe Cloud of such Data Security Breach and investigate such Data Security Breach. Publisher will use reasonable efforts to notify Frappe Cloud of a Data Security Breach within eight (8) hours after Publisher reasonably believes that there has been a Data Security Breach, but in no event more than twenty four (24) hours after such belief. Notwithstanding the written notice provision set forth in Section 8(i), all notices to Frappe Cloud required under this Section in connection with a Data Security Breach will be made by email to legal@frappe.io. Subject to applicable laws and regulations, any decision to notify a third party or parties of a Data Security Breach will be made by Frappe Cloud in its sole discretion. Upon Frappe Cloud's request, Publisher will reasonably cooperate with Frappe Cloud and its third-party service providers in conducting an investigation of the Data Security Breach, which may include providing Frappe Cloud and its third-party service providers with access to the Publisher Offerings and their underlying systems, network, servers and applications affected by the Data Security Breach.
iii. Any password Frappe Cloud provides to Publisher may be used only during the term to access and use the Frappe Cloud Marketplace as permitted under these Terms. Publisher is solely responsible for maintaining the security of its password. Publisher may not disclose its password to any third party (other than third parties authorized by Publisher to use Publisher’s account in accordance with these Terms) and is solely responsible for any use of or action taken under its password. If Publisher’s password is compromised, Publisher must immediately change its password. (e) Rights Reserved. Except for the license rights granted in these Terms: (i) Publisher retains all rights in the Listing Information and Publisher Offering; and (ii) each party retains all rights it would have independent of these Terms. Frappe Cloud does not obtain any right, title or interest from Publisher under these Terms in or to the Listing Information and Publisher Offering. Publisher agrees that it is solely responsible for protecting and enforcing its rights in the Listing Information, Publisher Offering and the Publisher Marks and that Frappe Cloud has no obligation to do so on Publisher’s behalf.
2. Licensing and Support of Publisher Offerings
The Frappe Cloud Marketplace is a forum for display of Listing Information regarding Publisher Offerings. Publisher, not Frappe Cloud, is responsible for selling, licensing or otherwise granting end users (“Customers”) rights to use the Publisher Offerings, including all software, data, and services included within, installable by, or otherwise associated with a Publisher Offering. Such licenses, end user license agreements (EULAs) and other agreements (in whatever form) will be between Publisher and Customers. Frappe Cloud will neither be a party to these agreements nor will the agreements create any obligations or responsibilities of any kind for Frappe Cloud. Publisher will be solely responsible for providing its Customers with all necessary support services, maintenance and other services in connection with the Publisher Offering and for ensuring that any options for support services and maintenance services that are described in Publisher’s Listing Information for the Publisher Offering remain available for Customers.
3. Confidentiality and Data Protection
(a) Definitions. In connection with these Terms, each party (“Recipient”) may receive Confidential Information of the other party (“Discloser”) or third parties to whom Discloser has a duty of confidentiality. “Confidential Information” means non-public information in any form and regardless of the method of acquisition that the Discloser designates as confidential or should be reasonably known by Recipient to be Confidential Information due to the nature of the information disclosed and/or the circumstances surrounding the disclosure. Confidential Information shall not include information that is: (i) in or becomes part of the public domain (other than by disclosure by Recipient in violation of these Terms); (ii) previously known to Recipient without an obligation of confidentiality and demonstrable by the Recipient; (iii) independently developed by Recipient without use of Discloser’s Confidential Information; or (iv) rightfully obtained by Recipient from third parties without an obligation of confidentiality.
(b) Restrictions on Use. Except as allowed in Section 3(c), Recipient shall hold Discloser’s Confidential Information in strict confidence and shall not disclose any such Confidential Information to any third party, other than to its employees and contractors, in each case who need to know such information and who are bound by restrictions regarding disclosure and use of such information comparable to and no less restrictive than those set forth herein. Recipient shall not use Discloser’s Confidential Information for any purpose other than as permitted in these Terms. Recipient shall take the same degree of care that it uses to protect its own confidential information of a similar nature and importance (but in no event less than reasonable care) to protect the confidentiality and avoid the unauthorized use, disclosure, publication or dissemination of the Discloser’s Confidential Information.
(c) Exceptions. Notwithstanding the restrictions in Section 3(b), Recipient may disclose Discloser’s Confidential Information: (i) to the extent required by applicable law or regulation, or (ii) pursuant to a subpoena or order of a court or regulatory, self-regulatory or legislative body of competent jurisdiction, or (iii) in connection with any regulatory report, audit or inquiry, or (iv) where requested by a regulator with jurisdiction over Recipient. In the event of such a requirement or request, Recipient shall give Discloser prompt written notice of such requirement or request prior to disclosure and, to the extent feasible, give the Discloser a reasonable opportunity to review and comment upon the disclosure and request confidential treatment or a protective order pertaining thereto prior to making such disclosure.
(d) Destruction. Upon Discloser’s written request at any time, Recipient shall return or destroy Discloser’s Confidential Information and any copies or extracts thereof. Upon Discloser’s request, Recipient will provide Discloser with written confirmation of such return or destruction in compliance with this provision. Notwithstanding the foregoing, (i) Recipient will not be required to destroy or return automatic, archived computer back-up files on which Confidential Information may be stored in conformance with customary technology practices and policies and (ii) Recipient may retain one copy of the Discloser’s Confidential Information in accordance with its ordinary course legal record retention procedures; provided, however, that any such retained Confidential Information will be kept confidential and remain subject to these Terms for the period of retention.
(e) Equitable Relief. Each party acknowledges that a breach of this Section 3 shall cause the other party irreparable injury and damage. Therefore, each party agrees that those breaches may be stopped through injunctive proceedings in addition to any other rights and remedies which may be available to the injured party at law or in equity without the posting of a bond.
(f) Privacy. Publisher and Frappe Cloud will only use data exchanged pursuant to these Terms as authorized and in compliance with applicable law. Each party shall maintain a Privacy Policy that accurately describes its use of Customer and prospective customer data.
4. Limited Warranties and Disclaimer of Warranty
(a) Publisher Representations and Warranties. Publisher represents and warrants to Frappe Cloud that (i) it has all requisite right, power, and authority to enter into these Terms, perform your obligations, and grant the rights, licenses, and authorizations in these Terms; and (ii) any information provided or made available by Publisher or its for inclusion on the Frappe Cloud Marketplace, including without limitation, the Publisher Offering, Publisher Marks, Listing Information, its agreement with Customers, is at all times accurate and complete.
(b) Disclaimer of Warranty. THE FRAPPE CLOUD MARKETPLACE IS PROVIDED “AS-IS” AND WITHOUT ANY WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, FRAPPE CLOUD EXPRESSLY DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ARISING FROM COURSE OF PERFORMANCE, DEALING, USAGE OR TRADE. FRAPPE CLOUD EXPRESSLY DISCLAIMS ANY WARRANTIES THAT ACCESS TO THE FRAPPE CLOUD MARKETPLACE, OR USE OF, THE FRAPPE CLOUD MARKETPLACE WILL BE UNINTERRUPTED OR ERROR FREE.
5. Term and Termination, Removal
These Terms will remain in effect until terminated. Either party may terminate these Terms at any time, for any reason or no reason, upon thirty (30) days’ written notice. Termination of these Terms will result in the Publisher Offering no longer being visible or otherwise available in the Frappe Cloud Marketplace. Publisher may request removal of its Publisher Offerings from the Frappe Cloud Marketplace by notifying Frappe Cloud in writing and Frappe Cloud will remove the Publisher Offering from the Frappe Cloud Marketplace and will use commercially reasonable efforts to do so within ten (10) business days. Frappe Cloud may immediately remove any Publisher Offering from the Frappe Cloud Marketplace, for any reason or no reason, without terminating these Terms. The following Sections of these Terms shall survive termination of the Agreement: Sections 3, 4, 6, 7, and 8.
6. Indemnification
Publisher agrees to defend, indemnify, and hold harmless Frappe Cloud and its affiliated companies, contractors, employees, and agents (“Frappe Cloud Indemnified Parties”) harmless from any claims, losses, damages, liabilities, including legal fees and expenses its Affiliates, as applicable, from and against (including by paying any associated costs, losses, damages, expenses, and attorneys’ fees) any and all third party claims: (i) alleging that the Publisher Offering, Publisher Marks, or Listing Information infringes or misappropriates any intellectual property right or personal right of a third party; (ii) arising from any dispute between Publisher and any Publisher customer relating to the Publisher Offering or any other Publisher product or service; (iii) Publisher’s actual or alleged breach of any obligations in these Terms; or (iv) use of the Frappe Cloud Marketplace in violation of any applicable laws or regulations. Publisher shall not make any settlement or compromise of a claim, or admit or stipulate any fault or liability on the part of any Frappe Cloud Indemnified Parties with respect to any claim covered by this Section without Frappe Cloud's express, prior written consent.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT FOR ANY LIABILITY ARISING UNDER SECTION 3 (CONFIDENTIALITY) OR 6 (INDEMNIFICATION): (I) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOST PROFITS, DATA OR BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE); AND (II) THE AGGREGATE LIABILITY OF EACH PARTY SHALL NOT EXCEED THE FEES RECEIVED BY COMPANY TO FRAPPE UNDER THIS AGREEMENT. MULTIPLE CLAIMS SHALL NOT EXPAND THESE LIMITATIONS. THE LIMITATIONS SET FORTH IN THIS SECTION 7 SHALL APPLY EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. BECAUSE FRAPPE CLOUD IS NOT INVOLVED IN TRANSACTIONS BETWEEN CUSTOMERS AND PUBLISHERS, IF A DISPUTE ARISES BETWEEN A CUSTOMER AND A PUBLISHER, EACH PARTICIPANT RELEASES FRAPPE CLOUD (AND ITS AGENTS AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
8. Miscellaneous
(a) Conduct. Publisher and its customers shall at all times comply with Frappe Cloud's Acceptable Use Policy, located at https://frappe.io/legal/acceptable-use-policy/. Neither party shall make any representations, warranties, or guarantees concerning the other party’s offerings, products, or services, except as expressly authorized in writing by the other party. Publisher shall not make any representation that Frappe Cloud has approved, recommended, or otherwise endorsed Publisher or a Publisher Offering.
(b) No Exclusivity. Each party acknowledges and agrees that the rights granted to and obligations due to the other party in these Terms are intended to be non-exclusive and therefore that nothing in these Terms will be deemed or construed to prohibit either party from engaging in or participating itself or with one or more third parties in business arrangements similar to or competitive with those described herein.
(c) Modifications. Frappe Cloud may amend any of the terms and conditions contained in these Terms at any time and in its sole discretion. Any changes will be effective upon the posting of such changes on the Frappe Cloud Marketplace. Publishers are responsible for reviewing the Frappe Cloud Marketplace and informing yourself of all applicable changes or notices. All notice of changes to the Agreement will be posted for at least thirty (30) days. Changes to the Frappe Cloud Marketplace Publishing Guidelines and other policies may be made without notice to Publisher. Publisher should refer regularly to the Frappe Cloud Marketplace to review the current Agreement and to the Frappe Cloud Marketplace Publishing Guidelines to review the current Guidelines. A Publisher’S CONTINUED USE OF THE FRAPPE CLOUD MARKETPLACE AFTER Frappe Cloud's POSTING OF ANY CHANGES WILL CONSTITUTE Publisher’S ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS to the agreement.
(d) Governing Law and Dispute Resolution. Any claim arising hereunder shall be construed in accordance with the substantive and procedural laws of the State of New York, without regard to principles of conflict of laws or the United Nations Convention on Contracts for the International Sale of Goods. Subject to the paragraph below, you agree that any dispute arising out of or related to these Terms will be subject to the exclusive jurisdiction and venue of the New York state courts of New York County, New York (or, if there is exclusive federal jurisdiction, a United States Southern District Court of New York). The parties consent to personal and exclusive jurisdiction of these courts. In the event of any controversy, claim, action or dispute arising out of or related to these Terms (“Dispute”), the party asserting the Dispute shall first try in good faith to settle such Dispute by providing written notice to the other party (by first class or registered mail) describing the facts and circumstances (including any relevant documentation) of the Dispute and allowing the receiving party 30 days in which to respond to or settle the Dispute. Both you and Frappe Cloud agree that this dispute resolution procedure is a condition precedent that must be satisfied prior to initiating any arbitration or filing any claim against the other party. If the parties cannot resolve the Dispute, you and Frappe Cloud agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. This agreement to arbitrate Disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND FRAPPE CLOUD ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. Any arbitration between you and Frappe Cloud will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), as modified by these Terms, and will be administered by the AAA.
(e) Compliance with Laws. Each party agrees to comply with all U.S. federal, state, local and non-U.S. laws directly applicable to such party, including without limitation, data privacy, applicable export and import laws and anticorruption laws including the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act of 2010.
(f) Severability. If any term, condition, or provision of these Terms, or portion thereof, is found to be invalid, unlawful or unenforceable to any extent, the parties shall endeavor in good faith to agree to such amendments that will preserve, as far as possible, the intentions expressed in these Terms. Such invalid term, condition or provision will be severed from the remaining terms, conditions and provisions, which will continue to be valid and enforceable to the fullest extent permitted by law.
(g) Waiver. Any waiver of the provisions of these Terms or of a party’s rights or remedies under these Terms must be in writing to be effective. Failure, neglect, or delay by a party to enforce the provisions of these Terms or its rights or remedies at any time, will not be construed and will not be deemed to be a waiver of such party’s rights under these Terms and will not in any way affect the validity of the whole or any part of these Terms or prejudice such party’s right to take subsequent action. Except as expressly stated in these Terms, no exercise or enforcement by either party of any right or remedy under these Terms will preclude the enforcement by such party of any other right or remedy under these Terms or that such party is entitled by law to enforce.
(h) No Partnership; Agency. Nothing in these Terms shall constitute or create a joint venture, partnership, or any other similar arrangement between the parties. No party is authorized to act as agent for the other party hereunder except as expressly stated in these Terms.
(i) Notices. All legal notices will be given in writing to Frappe Cloud at 101 Avenue of the Americas, New York, NY 10013 and to Publisher at the address provided during the Frappe Cloud Marketplace registration process and will be effective (i) when personally delivered, (ii) on the reported delivery date if sent by a recognized international or overnight courier, or (ii) five (5) business days after being sent by registered or certified mail (or ten (10) days for international mail).
(j) Force Majeure. Neither party shall be responsible for any non-performance or delay (except for delay in payment, if any) attributable in whole or in part to any cause beyond its reasonable control, including but not limited to acts of God, government actions, war, civil disturbance, insurrection, sabotage, terrorist acts, labor shortages or disputes, failure or delaying delivery by a party’s suppliers or subcontractors, transportation difficulties, shortage of energy, raw materials or equipment, or the other party’s fault or negligence.
(k) Order of Interpretation. In the event of a conflict between the terms of these Terms and Frappe Cloud's Terms of Service Agreement, located at https://frappecloud.com/terms, these Terms shall control. In the event of a conflict between the terms of these Terms and the Marketplace Publishing Guidelines, these Terms shall control.
(l) Entire Agreement. These Terms (including all the matters incorporated by reference herein) supersedes all prior communications, transactions, and understandings, whether oral or written, and constitutes the sole and entire agreement between the parties pertaining to the subject matter hereof.