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IMPORTANT: PLEASE READ THIS USER AGREEMENT (“AGREEMENT”) CAREFULLY. BY ACCESSING AND USING THE FRESHWORKS MARKETPLACE LOCATED AT https://www.freshworks.com/apps/, OR ANY OTHER ASSOCIATED URL’S OR SUCCESSOR SITES (“MARKETPLACE”) YOU HEREBY ACCEPT AND CONSENT TO ALL TERMS AND CONDITIONS OF THIS AGREEMENT FOR YOURSELF AS AN INDIVIDUAL USER OF THE MARKETPLACE ON BEHALF OF THE FRESHWORKS ACCOUNT HOLDER. FRESHWORKS INC. (“FRESHWORKS”) IS WILLING TO GRANT YOU WITH ACCESS TO THE MARKETPLACE ONLY SUBJECT TO ALL OF THE TERMS CONTAINED IN THIS AGREEMENT. IF YOU DO NOT AGREE OR ARE NOT AUTHORIZED TO AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN FRESHWORKS IS UNWILLING TO GRANT YOU ACCESS TO THE MARKETPLACE AND YOU MUST IMMEDIATELY CEASE USING THE MARKETPLACE.
1. USE OF MARKETPLACE
1.1. Marketplace and Apps Access and Use. Subject to the terms and conditions of this Agreement, Freshworks hereby agrees to provide you with limited, revocable, royalty-free, and non-exclusive access to the Marketplace, solely for use by you for the Permitted Business Purpose until such time as the Freshworks Account Holder or Freshworks revokes, suspends or terminates your access to the Marketplace or the Apps. You represent and warrant that neither you nor the company you work for are a direct competitor of Freshworks, and that you are not accessing the Marketplace or the Apps to engage or permit others to engage in competitive software development activities, including but not limited to, learning, copying, analyzing, studying, testing, or reviewing the features or functions of the Apps or materials that describe the same in order to develop or facilitate the development by you or third parties of a product or service that competes with the Apps or the Freshworks Services (“Warranty Against Competitive Access”). You agree to always maintain your user IDs and passwords to the Marketplace strictly confidential and not share such login information with anyone. You agree to promptly notify either the Freshworks Account Holder or Freshworks if you lose your login credentials to the Marketplace or if you know or reasonably suspect that the security and confidentiality of your user credentials may have been compromised. You are responsible at all times for using the Marketplace and the Apps (a) in accordance with this Agreement and the applicable agreement provided with the Apps, (b) in accordance with the lawful and contractually-permitted instructions and directions of the Freshworks Account Holder that granted you access to their Freshworks Account, (c) in accordance with applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data. Freshworks will have no liability for actions taken by you in using the Marketplace in breach of the prior restrictions or this Agreement.
1.2. Developer Apps are provided and licensed to you by a third-party. Freshworks is not in any way responsible for these Developer Apps and disclaims all liability resulting from your use of these Developer Apps. Every Developer App will contain the developer’s own terms of use and privacy policy (“App TOU”). Freshworks has no responsibility to monitor or update the App TOU. If a Developer App does not contain its own App TOU, the DEFAULT THIRD PARTY APP TERMS contained in Annex 1 will be applicable. In connection with utilizing any Developer Apps, please note that you may need to accept additional updates or upgrades to certain Apps from time to time in order to continue your use of the App or use of the App through the Marketplace.
1.3. Restrictions on Use. You may not: (a) sell, rent, lease, license, distribute, provide access to, sublicense, or otherwise make available the Apps or the Marketplace to anyone; (b) use the Apps or Marketplace to launch any commercial service for the benefit of a third party; (c) access the Apps or the Marketplace to engage or permit others to engage in any conduct that, in Freshworks’ reasonable opinion, threatens Freshworks’ or its licensors’ intellectual property rights, or breaches the Warranty Against Competitive Access, (d) reverse engineer, decompile, disassemble, or otherwise seek to obtain the source code or non-public APIs to the Freshworks Services, the Apps, or the Marketplace; (e) remove or obscure any proprietary or other notices contained in the Apps or the Marketplace. You agree to keep all information, data and other items displayed, accessed, gleaned or otherwise made available to you through the password-protected pages of the Marketplace (including but not limited to the Apps themselves or any accompanying documentation) confidential and not to disclose it to anyone other than the Freshworks Account Holder under whose Freshworks Account you are using the Marketplace and/or downloading the Apps.
1.4. Use of Data. To the extent you are using the Marketplace on behalf of a Freshworks Account Holder, you acknowledge and agree that any overall obligations of confidentiality, security, intellectual property ownership, and other compliance duties, responsibilities or obligations that you may have with Freshworks Account Holder will also apply to your use of the Marketplace and the Apps for so long as access is provided to you to the same. You also understand and agree that your use of the Marketplace may be subject to review, search, monitoring, and other oversight by Freshworks and the Freshworks Account Holder, with respect to which you hereby acknowledge and agree you have no expectation of privacy. Freshworks may also engage in de-identified, statistical analysis of your individual activity within the Marketplace and aggregate the same together with other similar statistical and de-identified and/or aggregated data collected in the normal course of Freshworks’ management of the Marketplace and all Apps therein, and consistent with the Privacy Notice and the applicable agreement with the Freshworks Account Holder to which Freshworks is bound. You consent to Freshworks’ use of your personal data to the extent needed for Freshworks to directly or through its affiliates or providers: (a) grant, manage, provide assistance with, and monitor your access and use of the Marketplace or installing of Apps, (b) meet obligations owed to the Freshworks Account Holder, (c) monitor and analyze the security, performance and configuration of the Marketplace and your use of, and interaction with the Marketplace and the Apps, (d) inform you of new features and functionality of the Marketplace, Apps, and Freshworks offerings (including sharing some of this data with the developers of the Developer Apps), (e) provide notices to you, (f) understand you and your preferences regarding the Apps and the Marketplace and enhance and personalize your experience of the Marketplace and Freshworks’ other products and services; (g) send you marketing and promotional communications requested by you or that may interest you, including collateral, (h) share with third party developers any comments, queries, or feedback about the performance of the Developer Apps, and (i) comply with applicable law, regulation, audit and industry standards governing Freshworks’ business operations or technology. You agree that you will not disclose or provide to Freshworks any personal data of yours that is not strictly necessary for the purposes above. Freshworks agrees to use your personal data solely in compliance with this Agreement, applicable law, regulation or governmental order. To the extent you do provide information to Freshworks in connection with your use of the Marketplace, you warrant and represent that you have all necessary rights, permissions and licenses from any persons or third parties to provide that information to Freshworks and to permit Freshworks to use the same as noted in this Agreement. Freshworks reserves the right to remove, discontinue, suspend, limit, excise, edit, or cease to provide any information or data you provide if required to do so by law or regulation, if requested by the Freshworks Account Holder, or if, in Freshworks’ reasonable opinion, the information or data is unlawful, offensive, fraudulent, infringing or is provided in breach of the obligations of this Agreement or the rights of third parties, including the Freshworks Account Holder.
1.5. Security Measures. Freshworks will take reasonable and appropriate technical, administrative and procedural measures to protect your personal information. The measures Freshworks takes to protect your personal information while processing may include: physical access controls, encryption, internet firewalls, intrusion detection and network monitoring depending on the nature of the information and the scope of processing. Freshworks personnel who may have access to your personal data are required to keep that information confidential.
1.6. Data Retention and Deletion. Freshworks may retain personal information it collects from you where Freshworks has an ongoing legitimate business need to do so, for example, to comply with applicable legal, tax or accounting requirements, to enforce Freshworks’ agreements or comply with Freshworks’ legal obligations, including but not limited to, the developers of the Developer Apps. When Freshworks has no ongoing legitimate business need to process your personal information, Freshworks will either delete or anonymize it or, if this is not possible (for example, because your personal information has been stored in backup archives), then Freshworks will securely store your personal information and isolate it from any further processing, until deletion is possible. When Freshworks is acting as processor, Freshworks will retain your personal data for as long as the relevant Freshworks Account Holder instructs Freshworks to do so, and/or as required or permitted by applicable law, regulation or governmental order. In such a case, you should contact the Freshworks Account Holder on whose behalf you are using the Marketplace.
1.7. Fees and Charges. Apps may be available with or without a subscription fee. The Marketplace shall identify the then current fee, availability, or applicable terms, conditions, or limitations, at the time of download or access. Please note that purchasing of the App is generally final, and no returns, replacements or refunds will be permitted. Pricing and availability of any and all Apps remains subject to change at any time in Freshworks’ or third-party developer’s sole discretion. You are solely responsible for the payment of all fees and taxes (in each case, if any) for any App that you obtain from the Marketplace. When you wish to license an App, you authorize Freshworks to charge you through an accepted payment method for any and all fees and taxes payable for such App from time to time, and as and when such payments become due. Please note that for Developer Apps, Freshworks serves solely as an intermediary role in facilitating or collecting the applicable fees and taxes from you to be paid to the third-party developer.
1.8. Payment Terms. When you license an App that requires a fee payment, please note that Freshworks or the third-party developer shall apply the fee in effect at the time of installation or request to license the App (or one if its features). For Apps requiring an on-going subscription or other periodic fee, if you do not wish to continue paying the fee for use of the App, you may uninstall and otherwise stop all use of the App. Following such deletion, you will not be charged further amounts for the App, provided you have notified us before the end of the current billing period. Some Developer Apps may offer a free trial period in which case, the fee will come into effect only at the end of such trial period. If you do not wish to be charged fees upon expiry of the trial period, you must uninstall and otherwise stop all use of the App before the applicable billing cycle begins.
2. RETAINED RIGHTS. You obtain no right, title, or interest in or to the Marketplace, any Apps, or any other data, materials, or information displayed or visible on or through the Marketplace (excluding your personal data, of course). Except for the limited rights to access and use the Marketplace and Apps as noted in this Agreement, all other rights are reserved by Freshworks, the developers of the Developer Apps, and their respective licensors. You acknowledge and agree that the Marketplace is offered online, and that you have no right to obtain a copy of the underlying computer code for the Marketplace.
3. FEEDBACK. Notwithstanding anything to the contrary in this Agreement, Freshworks may freely use and incorporate into Freshworks’ products and services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by you relating to Freshworks’ products or services (“Feedback”). Feedback will not incorporate any personal data of yours, or ever identify you. You may not provide Freshworks with any Feedback that you know, have reason to know, or should reasonably know contains or reflects any confidential or proprietary information of Freshworks Account Holder or a third party, or that you are not authorized to provide to Freshworks. Freshworks assumes no liability to you for any Feedback you choose to provide.
4. SUSPENSION, TERMINATION OF ACCESS. In addition to any of its other rights or remedies (including, without limitation, any termination rights) set forth in this Agreement or applicable by law, Freshworks reserves the right to revoke, suspend, or terminate your access to the Marketplace or Apps at any time, with or without advance notice to you, and without any liability to you if: (a) requested by your Freshworks Account Holder for any reason or no reason, (b) Freshworks believes, knows, or reasonably suspects that you have committed, engaged, or helped others engage in any unlawful, fraudulent, harmful, violative act or omission, including, but not limited to, any act or omission that constitutes a breach of the terms of this Agreement, or the agreement between Freshworks and the Freshworks Account Holder, or the governing agreement for the Apps, (c) if Freshworks determines suspension is necessary to avoid material harm to Freshworks, the Freshworks Account Holder, or its customers or developers, (d) as required by law, judicial order, or at the request of governmental entities, or (e) if you are determined to be an employee or agent of a competitor of Freshworks or if you have breached the Warranty Against Competitive Access.
5. WARRANTY DISCLAIMER. THE MARKETPLACE AND ALL APPS ARE PROVIDED TO YOU SOLELY AND EXCLUSIVE ON AN “AS IS” WITHOUT WARRANTIES, LIABILITIES, OR REPRESENTATIONS OF ANY KIND. YOU ASSUME ALL RISKS AND LIABILITIES PERTAINING TO YOUR USE OF THE APPS AND THE MARKETPLACE. FRESHWORKS MAKES NO WARRANTIES TO YOU, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FRESHWORKS DOES NOT WARRANT THAT YOUR USE OF THE APPS OR THE MARKETPLACE WILL BE UNINTERRUPTED OR ERROR-FREE, TIMELY, OR SECURE. FRESHWORKS SHALL NOT BE LIABLE TO YOU FOR ANY DELAYS, INTERRUPTIONS, APPS OR MARKETPLACE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR FOR ISSUES OUTSIDE OF FRESHWORKS’ CONTROL. FRESHWORKS DOES NOT MAKE ANY WARRANTIES AND SHALL HAVE NO OBLIGATIONS TO YOU RELATED TO ANY ASPECT OF YOUR USE OF THE APPS OR THE MARKETPLACE, EXCEPT AS STRICTLY REQUIRED UNDER APPLICABLE LAW. SHOULD YOU HAVE OTHER STATUTORY RIGHTS, THE DURATION OF ANY STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
6. LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE APPS AND THE MARKETPLACE IS NOT PERSONAL TO YOU BUT AT ALL TIMES FOR THE BENEFIT OF THE FRESHWORKS ACCOUNT HOLDER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU UNDERSTAND AND AGREE THAT NEITHER FRESHWORKS NOR ITS AFFILIATES NOR DEVELOPERS SHALL BE LIABLE TO YOU OR ANYONE ELSE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, INTERRUPTION OF BUSINESS, COSTS OF DELAY, LOST PROFITS, LOSS OF BUSINESS OPPORTUNITY, LOSS OF CUSTOMERS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) ARISING FROM YOUR USE OF THE APPS OR THE MARKETPLACE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, FRESHWORKS’ AND ITS DEVELOPERS ENTIRE LIABILITY TO YOU FOR DAMAGES OR LIABILITY OF ANY TYPE UNDER THIS AGREEMENT OR OTHERWISE, SHALL NOT EXCEED $10. THIS LIMITATION IS DIFFERENT FROM AND DOES NOT LIMIT OR VOID ANY LIABILITY THAT FRESHWORKS OR THE DEVELOPERS OF THE DEVELOPER APPS MAY SEPARATELY ASSUME WITH RESPECT TO A FRESHWORKS ACCOUNT HOLDER PURSUANT TO AN AGREEMENT WITH THE FRESHWORKS ACCOUNT HOLDER, AS APPLICABLE. THIS LIABILITY LIMITATION APPROPRIATELY ALLOCATES THE RISKS BETWEEN THE PARTIES.
7. GENERAL TERMS. If a court of competent jurisdiction holds any provision of this Agreement to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement will otherwise remain in effect. Section headings are inserted for convenience only and shall not affect the construction of the agreement. This Agreement will be governed by the laws of the State of California and the United States without regard to conflicts of law provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to the subject matter hereof will be the state and federal courts located in San Francisco, California, in the United States, and both parties hereby submit to the personal jurisdiction of such courts. Freshworks may update this Agreement from time to time. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. This Agreement is the complete and exclusive statement of the mutual understanding between you and Freshworks related to the subject matter of this Agreement. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between you and Freshworks. You agree to comply with all export and import laws and regulations of the United States and other applicable jurisdictions. Without limiting the foregoing, (i) you represent and warrant that you are not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (ii) you will not access or use the Marketplace in violation of any U.S. export embargo, prohibition or restriction, and (iii) you will not submit to the Marketplace any information that is controlled under the U.S. International Traffic in Arms Regulations.
8. DEFINITIONS
“Apps” means either the Freshworks Apps or Developer Apps accessible via the Marketplace.
“Developer Apps” means the third party-branded software applications provided by the developers of the same via the Marketplace for use with the Freshworks Services through mobile or other handheld devices (such as apps on iOS or Android devices).
“Freshworks Account” means the Freshworks Account Holder’s unique account within the Freshworks Services.
“Freshworks Account Holder” means the entity who currently maintains a subscription to Freshworks’ products and services.
“Freshworks Apps” means the Freshworks-branded software applications provided by Freshworks via the Marketplace to enable access and use of the Freshworks Services through mobile or other handheld devices (such as apps on iOS or Android devices).
“Freshworks Services” means the Freshworks software-based service offerings purchased or made available to the Freshworks Account Holder, but excludes any applications or APIs separately provided by third parties.
“Privacy Notice” means, Freshworks’ privacy notice currently at www.freshworks.com/privacy, as updated from time to time.
“Permitted Business Use” means the use of the Apps solely for the benefit of the Freshworks Account Holder, for the period of authorized Access to the Freshworks Services and in connection with the authorized use of the Freshworks Services.
THIS APPLICATION IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS “AS IS” AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL FRESHWORKS, THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, 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 THIS APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SUBJECT TO THE FOREGOING, THIS APPLICATION MAY BE USED BY OR ON BEHALF OF ANY CUSTOMER OR PARTNER OF FRESHWORKS OR ITS AFFILIATES, BY FRESHWORKS OR ITS AFFILIATES ITSELF, OR ANY DEVELOPER OF APPLICATIONS THAT INTERFACE WITH THE FRESHWORKS SERVICES, FOR ANY LAWFUL PURPOSE, COMMERCIAL OR NON-COMMERCIAL, RELATED TO USE OF THE FRESHWORKS SERVICES, AND IN ANY WAY, INCLUDING BY METHODS THAT HAVE NOT YET BEEN INVENTED OR CONCEIVED. FRESHWORKS DOES NOT PROVIDE ANY MAINTENANCE OR SUPPORT FOR THIS APPLICATION AND MAY SUSPEND, DISABLE, DELETE, OR DISCONTINUE THE AVAILABILITY OF THIS APPLICATION WITH OR WITHOUT NOTICE, AND WITHOUT LIABILITY TO ANYONE. THIS LICENSE AND THE USE RIGHTS GRANTED HEREUNDER ARE TERMINABLE FOR ANY VIOLATION OF THE TERMS HEREUNDER OR UPON TERMINATION OF THE USER’S RIGHTS WITH RESPECT TO THE FRESHWORKS SERVICES, WHICHEVER IS EARLIER. IF FRESHWORKS COLLECTS, USES, OR PROCESSES PERSONAL OR OTHER DATA, SUCH COLLECTION, USE OR PROCESSING IS SUBJECT TO FRESHWORKS’ PRIVACY NOTICE CURRENTLY LOCATED AT https://www.freshworks.com/privacy/ OR ANY SUCCESSOR URL DESIGNATED BY FRESHWORKS.
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