# Marfeel SaaS Terms of Sevice
Last update: September 17 2021
This Contract is entered between Marfeel Solutions, S.L., a Spanish limited liability company withVAT number ESB65651259 (hereinafter may be referred as the COMPANY or MARFEEL) and theCLIENT. Both parties may be referred jointly as the PARTIES.
1.- Scope of the Agreement
1.1. This SAAS GENERAL TERMS OF SERVICE below set forth the rights and obligations of thePARTIES associated with the implementation and execution of the cost free version (“FREEMIUM”)of the SERVICE (S) (defined below) on the CLIENT’S website.
1.2. SERVICE (S): Are the proprietary software services that MARFEEL will provide to the CLIENT.
1.3. The above mentioned SERVICE (S) will be provided on a cost free basis and may include certain features or a limited version of the SERVICE (S). CLIENT can use the Freemium Services until the current service offering expires.
2.- Rights and Obligations
2.1. Subject to this SAAS GENERAL TERMS OF SERVICE, MARFEEL grants the CLIENT a non-sublicensable, non-transferable, non-exclusive, revocable, limited free license to use: (i) theSERVICES and (ii) certain proprietary documentation in the form generally made available byMARFEEL for use with the Software (the “Documentation”) solely to receive MARFEEL`s SERVICE. The CLIENT use of the SERVICE shall be restricted pursuant to the terms and conditions of thisGeneral Terms in compliance with the Laws and applicable policies set by the COMPANY. MARFEEL also grants a nonexclusive, non transferable, revocable, free limited license to access and use itsAPI solely in connection with its use of the SERVICE.
2.2. CLIENT shall and agrees to: (i) use the SERVICES in accordance with this General Terms of Service and all Documentation; (ii) be responsible for its users compliance with this General Terms of Service; (iii) use commercially reasonable efforts to prevent unauthorized use or access to the SERVICES by any third party, any account or password, or any copying of the SOFTWARE, and notify the MARFEEL immediately of any such unauthorized use, access or copying; not to give access to the SERVICES to any non authorised personnel and/ or any third party. and (iv) be solely responsible for: (a) having express consent and/or a legal basis to collect and process the relevant personal data of their websites visitors; (b) Making appropriate disclosures, such as having a Privacy Policy that includes all relevant requisites required by applicable law and all practices executed by the CLIENT, personally or with a service provider acting as processor - with respect with the collection, use and disclosure of personal data or other information; (c) any acquisition, implementation, support or maintenance of third-party products or services purchased by Customer that may interoperate with the Services.
2.3. CLIENT shall own all rights in and to all Traffic Data, subject to the rights and licenses granted herein. “Traffic Data” means all data and information created, received, processed or provided by MARFEEL in performing the SERVICE, or that results from performance of the SERVICE for theCLIENT. CLIENT hereby grants MARFEEL all necessary rights to access and track Traffic Data concerning CLIENT`S website, solely in connection with providing the SERVICE during the term of this General Terms of Service. MARFEEL disclaims any ownership of Traffic Data.
2.4. CLIENT shall not, and shall not allow others to: (i) cause or permit the reverse engineering, disassembly, or decompilation of any portion of the SERVICES; (ii) remove any copyright notices, trademarks or other proprietary notices or restrictions from the SERVICES; (iii) use or modify theSERVICES in any way that would subject the Product, in whole or in part, to a Copyleft License (as defined below); (iv) use the SERVICES, or permit it to be used, for purposes of evaluation benchmarking, performance tests or other comparative analysis intended for publication or disclosure to third parties; (v) except as permitted by this General Terms of Service, directly or indirectly: distribute, spread, disseminate, communicate, sell, sublicense, rent, lease, market, use or commercialize the SERVICE (or any portion thereof); (vi) provide the SERVICE on a time sharing, hosting, COMPANY or other similar basis; (vii) copy any features, functions or graphics of theProduct for any purpose other than what is expressly authorized under this General Terms ofService; (viii) send, store, access or authorize a third party to send, store or access spam, unlawful, infringing, obscene or libelous material, viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (ix) interfere with or disrupt the integrity or performance of the SERVICES. “Copyleft License” means a software license that requires that information necessary for reproducing and modifying such software must be made available publicly to recipients of executable versions of such software.
2.5. Nothing in this Agreement grants the CLIENT any rights whatsoever in or relating to the source code of the Software, other than the limited right to place the COMPANY JavaScripts on CLIENT’S website(s). All ownership rights, title, and Intellectual Property Rights in and to the SERVICE shall remain in COMPANY and/or its licensors.
2.6. The COMPANY is the owner of all the Intellectual Property rights over the SERVICES, the trademarks, distinctive signs and contents associated with it, which have not been generated by clients, partners or collaborators.
3.- General Clauses
3.1. WARRANTY DISCLAIMER: MARFEEL makes no warranty of any kind, whether express, implied, statutory or otherwise, including without limitation, merchantability, fitness for a particular use and non-infringement. CLIENT assumes all risk for the use of the SERVICE, including without limitation any harm caused by viruses, works, or other damaging materials. In no event does the COMPANY guarantee any results, increased traffic or user engagement for the CLIENT. MARFEEL does not warrant that the service or any portion thereof, are accurate, error or bug free, that the use of the service will be uninterrupted, or that the service’s operation will not negatively affect other software or hardware. This section 3 applies to the maximum extent allowed by applicable law.
3.2. LIMITATION OF LIABILITY: In no event will MARFEEL and/or its officers, directors, employees, agents or representatives be liable (i) for any indirect, special, incidental, consequential, exemplary or punitive damages related to or arising from CLIENT`s use, misuse, or inability to use the SERVICE; including but not limited, to contract or tort and whether or not the COMPANY was or should has been aware or advised of the possibility of such damage; or (ii) for any claim attributable to errors, omissions, or other inaccuracies in the SERVICE or destructive properties of the SERVICE.
3.3. INDEMNIFICATION: CLIENT hereby agrees, at its expense, to indemnify, defend and hold harmless the COMPANY, its licensors, subcontractors, and its respective directors, officers, shareholders, employees and agents from and against losses, damages, expenses, liabilities and cost arising out of a third party claim, actions, or allegations made against MARFEEL relating to, incurred in connection with, or based upon: i) CLIENT` use of the SERVICE in breach of this GeneralTerms of Service; ii) infringement based on information, data or content submitted in connection with the SERVICE; and/or; iii) CLIENT infringement or potential infringement of any trademark, copyright, and/or intellectual property right. The CLIENT will reimburse MARFEEL for all necessary or convenient expenditure in connection with such claims.
3.4. CLIENT must not assign, in whole or in part, its rights or duties under these terms to a third PARTY without the prior written consent of MARFEEL.
3.5. Communications: (i) The CLIENT shall direct all communications related to these conditions to: Av Josep Tarradellas 20-30, 6th Floor, 08029 Barcelona (Spain); TAX ID: ESB65651259; email:finance@marfeel.com (ii) COMPANY shall direct all communications aimed to the CLIENT to the address appointed by the CLIENT in the SERVICE ORDER FORM. (iii) Notifications conducted this way will take effect as of the date of receipt or, alternatively, from the tenth day following shipment.
3.6. These SAAS GENERAL TERMS OF SERVICE shall be interpreted, governed, and construed in accordance with the Spanish laws, excluding any other national, regional or local law. Waiving any other jurisdiction, the PARTIES agree to submit any dispute or discrepancy originated by these conditions to the exclusive jurisdiction of the Courts of the city of Barcelona.
4.- Data Processing
4.1. The PARTIES acknowledge that MARFEEL, as Data Processor, undertakes to process personal data on behalf of the CLIENT following its instructions, according to article 28 of the General DataProtection Regulation (GDPR). This General Terms of Service will be subject to the Data ProcessingAddendum contained in the Privacy Link.
4.2. The personal data of the parties, as well as of those other persons in charge of monitoring or executing the same, will be collected and processed, respectively, by Marfeel and the Client for the following purposes:- To carry out an adequate management of the contractual relationship with the company in which they work or of which they are a representative.- To maintain commercial contact with the company in which they work or of which they are representative. The legal basis that legitimates the processing of personal data is the existence of a legal or contractual relationship.The data will be processed for the entire duration of the contractual relationship between the parties. Once the contractual relationship has ended, the data shall be blocked for the period during which any liability may arise from the processing or from the General Terms of Service. Once the legal period of limitation has expired and these responsibilities have expired, the data will be deleted. Data subjects have the right to access, rectify, delete, limit and oppose the processing of the data, as well as to exercise the other rights recognized in the current legislation on data protection, by contacting the corresponding data controller at the following address:
• Marfeel: The contact details of the Data Protection Officer are the following:e-mail: dpo@marfeel.com; Address: Avenida Josep Tarradellas, 20-30, sixth floor. 08029 –Barcelona.
• The Client: the e-mail and postal address provided at the time of the General Terms of Service.They may also file a claim with the competent data protection authority