FACTORIAL MARKETPLACE & INTEGRATIONS - TERMS OF USE FOR CLIENTS

Last Modified: April 7th, 2025

By accessing or using the Factorial Marketplace & Integrations ("Marketplace"), you agree to comply with these Terms of Use ("TOU"). These TOU apply to:

• the Marketplace and the Applications/Integrations offered therein 
• The Factorial integrations directory and any solutions offered to Customers and its Users, whether directly or indirectly (e.g., through a Factorial partner or a third-party marketplace)
• Any connections established between APIs:

• Integrations linking Factorial’s API with external systems, applications, or services.
• Data exchanges between Factorial and third-party platforms through API calls.
• The use of Factorial’s API by developers, partners, or third parties to build or enhance functionalities within the Factorial ecosystem

These TOU are applicable if you are a Customer or User of any Integration/Application provided through the Marketplace or another means made available. Notwithstanding, you understand that additional agreements or requirements may be necessary from specific Service Providers, which Factorial will provide as needed.

By accessing and using the Marketplace & Integrations you confirm your acceptance of these TOU. 

These TOU shall apply in conjunction with the main Terms and Conditions for the Factorial Platform (https://factorialhr.com/terms-of-use)  & Privacy Policy for the Marketplace (https://factorialhr.com/privacy) , specifically but not limited to, and as an extension of clause thirteen (13) “Integrations, Partners and Services provided by third parties” of said Terms and Conditions or any clause that may replace it in the future.

Factorial reserves the right to update and/or modify these TOU at any time. It is your responsibility to regularly review them to stay informed of any changes. Continued use of the Application/Integration following modifications constitutes acceptance of the revised terms. You agree to ensure ongoing compliance with these TOU.

1. DEFINITIONS

“TOU”: Refers to these Factorial Marketplace & Integrations Terms of Use and all materials referred to or linked to herein.

"You", "you", or "your": Any person or entity using the Factorial Marketplace & Integrations, including customers and its users.

“User(s)" refers to the customers of Factorial, or of its Partners, who install and use the Application through the Marketplace or any other available way. 

“Customer” or “Client”: The individual or entity that has purchased and/or installed and uses the Application/Integration, including its subsidiaries and affiliates worldwide.

"Factorial", "we", "us" or “our”: Refers to Everyday Software, S.L., a Spanish limited liability company (S.L.) with tax/VAT number ES-B66854530, located at Calle Alaba, 61, 5o-2a, 08005, Barcelona, Spain, along with its subsidiaries:

FACTORIAL LTDA (Brasil) - CNPJ: 44.259.221/0001-54.

FACTORIAL HR SA de CV (Mexico) -  RFC: FHR2206232G7

FACTORIAL GmbH (Germany) - HRB 294374 

and those that may exist from time to time.

“Factorial Marketplace & Integrations”, “App Marketplace” or "Marketplace": The online directory within the Factorial ecosystem that lists Applications(with Third Party Systems) that may offer products, services, integrations, templates, themes, applications, modules, or digital assets that may interoperate with or be used in connection with the Factorial products to enhance and extend the functionality of Factorial's core services. The Factorial Marketplace & Integration includes (1) the Solutions Directory; (2) the digital platform; (3) Template Marketplace; or (4) any other directories or marketplaces we make available to you.

“Application” or “Integration”: the tool, interface, connector, mechanism and/or software application, that either (i) interacts between the Software and/or Third-Party Systems, (ii) extends the functionality of the Software, or (iii) adapts the Software to specific requirements, as described in the Order Form to be made available and licensed in the Marketplace to Factorial customers.

These may facilitate data exchange with Third-party Systems through interfaces and APIs, allowing for connectivity, automation, and synchronization of data between Factorial and external platforms , enhancing system interoperability and workflow efficiency.

Applications may be developed by (i) a third-party provider, (ii) the third-party system with which the application is established, or (iii) in some cases, Factorial. The customer may verify the designated developer for a specific application through its profile in the Marketplace, where this information is indicated. However, Factorial does not guarantee that such details will be available for all Applications. If the relevant information is not provided, the customer may contact Factorial for further clarification.

“Application Provider” “Service Providers” : Partners, service providers and other individuals or entities that provide or develop the Applications on the Factorial Marketplace & Integrations.

“Service Provider Content” “Application Provider Content”: All content, including without limitation, language, data, information, and images, provided through or disclosed by use of the Factorial Marketplace & Integrations.

"Third-Party Products" “Third-Party System”: External products, platforms, softwares and/or online services that are owned by Third-Party which may interoperate with Factorial products.

"Third-Party Sites": External websites linked from or accessed through the Factorial Marketplace & Integrations with Third-Party System information.

“Your Content”: Any content, provided, uploaded or shared by you through the Factorial Marketplace & Integrations.

2. ACCESS TO  FACTORIAL MARKETPLACE & INTEGRATIONS

2.1. Access

Factorial grants you access to Factorial Marketplace & Integrations in accordance with these TOU. Access to the Marketplace is contingent upon maintaining an active account within the Factorial platform. You must ensure your account details remain accurate and up-to-date to retain access privileges. 

Applications may be offered for free (Free Applications) or for a fee (Paid Applications) which may include a one-time fee, in-app purchases, subscription fees or any other determined by Factorial and/or Application Provider, if so decided. Applications that involve a cost must be paid by the Customer and formalized as specified in their commercial proposal (main contract) with Factorial, through a separate commercial proposal for this specific concept or any other applicable payment and acquisition method for the Application, as determined by Factorial. Factorial facilitates data exchange with third-party systems via interfaces and APIs (Applications). These Applications are listed and described in sections or pages within the Factorial's Marketplace, availability of which may vary based on the Factorial Software plan and additional apps. Applications not designated as “developed by Factorial” are solely the responsibility of third parties. Setup requirements and service details are outlined in the Marketplace. If this information is not available, the customer can contact Factorial to request further details. These Applications are intended solely for data exchange with the specified Third-Party System. Factorial does not assume liability for Applications, as they are governed by agreements between the customer and the Third-Party System. The customer is responsible for ensuring entitlement to use the Third-Party System.

Factorial reserves the right to modify, suspend or discontinue Applications provided by the Third-Party System and/or to all or parts of the Marketplace at any time, particularly in cases of non-compliance or misuse. The Marketplace may contain links to Third Party Sites or resources. Third Party Systems may be subject to different terms and conditions and privacy practices. 

Factorial is not responsible for the availability or accuracy of Third Party Systems, or for the content, products or services (including functionality, availability and support) of Third Party Systems. Links to Third Party Systems do not constitute an endorsement by Factorial of such Third Party System. While we provide access to the Factorial Marketplace & Integrations, this does not imply our endorsement, support, or warranty of any Service Providers or Applications, as these are third-party providers that are external and independent to Factorial.

Factorial does not provide technical support (or any other kind of support) in the event of incidents related to an Application, including but not limited to malfunctions, errors, connectivity issues, or interruptions in service, except where (i) Factorial has developed the connector between Factorial and the Third-Party System and, therefore, has access to the development code and guides, or (ii) such support has been expressly agreed upon in the contract with the Service Provider.

The customer may verify the designated support provider for a specific Application through its profile in the Marketplace, where this information is indicated. However, Factorial does not guarantee that such details will be available for all Applications. If the relevant information is not provided, the customer may contact Factorial for further clarification about who provides the support.

The Third Party System is an independent business and these Terms of Use are not intended to govern your relationship with it in any way. This relationship is governed by a separate contract between the Client and the Third Party System Provider.

2.2. Restrictions. 

You may access and use the Factorial Marketplace & Integrations for your internal business purposes, for exploring and utilizing the Applications within the Factorial ecosystem. Unauthorized use or access attempts by individuals or entities without a valid contract and account are strictly prohibited. You may not:

(i)   circumvent or bypass any technological protection measures in or relating to the Factorial Marketplace & Integrations ; (ii)   disassemble, decompile, decrypt, hack, emulate, exploit, or reverse engineer any software or other aspect of the Factorial Marketplace & Integrations or Application, unless the applicable copyright law expressly permits doing so; (iii)   publish, modify, copy, rent, lease, sell, export, import, distribute, or lend the Factorial Marketplace & Integrations ; or (iv)   enable unauthorized third-party access to the Factorial Marketplace & Integrations .

3. YOUR CONDUCT AND CONTENT

You must use the Marketplace responsibly and in compliance with all applicable policies and laws. Factorial reserves the right to suspend or terminate access for any violations, including but not limiting:

a. Intellectual Property Violations. At Factorial, we respect the intellectual property rights of others, and we expect our Service Providers, customers, and users to do the same. If you believe that your work has been copied or used in a way that violates your intellectual property rights within Factorial Marketplace & Integrations please provide the information by contacting our Legal Department at legal@factorial.com.

b. Accuracy of Information. You are required to provide accurate and truthful information in all interactions and content submissions.

c. Our Use of Your Content. You grant to us all rights, licenses and permissions necessary to display, reproduce, disseminate, and otherwise use Your Content (i.e. Feedbacks) in connection with the Factorial Marketplace & Integration, if and where applicable. We may edit or remove Your Content at any time at our sole discretion.

d.Your Use. As a Customer, you acknowledge and agree that Factorial is not responsible for any of the engagements you carry on with an Application Provider. If you elect to engage with a Service Provider, the applicable terms and conditions are between You and that Service Provider. Factorial cannot help you with any questions, concerns or disputes that arise out of your use of their Application. The Application may use, transfer, and/or store your data or information outside of the Factorial Marketplace & Integrations, and we are not responsible for any such use, processing, or storage. We encourage you to directly check the Application Provider’s terms and privacy policy for more clarity or information.

e. Legal Compliance. You must not engage in any activities that are illegal under applicable law while using the Marketplace

f. Integrity and Honesty. You are prohibited from engaging in deceptive or fraudulent practices.

g. Respectful Interaction. You must refrain from any form of harassment, abuse, or threats towards others within the Marketplace.

4. USE OF THE FACTORIAL MARKETPLACE & INTEGRATIONS

Factorial is not responsible for your interactions or engagements with any Service Provider, as they operate independently from  Factorial. If you choose to engage with a Service Provider or use an Application, any questions, concerns or disputes arising from that interaction must be addressed directly with the relevant Service Provider. Factorial is not responsible for the performance, delivery, or any issues related to the Applications, as these are rendered and managed exclusively by the Service Provider. 

Applications may involve the use, transfer, and/or store of your data  outside of the Factorial Marketplace & Integration, Factorial product, or Factorial’s direct control.   You are responsible for reviewing the applicable Service Provider’s terms and privacy policy for more information before use. 

5. INTELLECTUAL PROPERTY AND FEEDBACK

This TOU does not grant you any license to software or any intellectual property rights. Factorial or its licensors, if applicable, retains ownership of all intellectual property within the Factorial Marketplace & Integration and Applications. When you install and/or hire Applications in our Marketplace, You are granted a limited, non-exclusive license to use the Applications and Marketplace for its intended purposes.

By submitting ideas, ratings, valuations, suggestions, documents, or proposals ("Feedback") to Factorial Marketplace, you acknowledge and agree that: (a) your Feedback do not contain confidential or proprietary information; (b) Factorial has no confidentiality obligation, either express or implied, with respect to the Feedback; (c) Factorial shall have the right to use and disclose your Feedback for any purpose, in any manner, through any medium, worldwide; (d) Factorial may already be developing a solution or solution component related to the Factorial; and (e) you grant Factorial a non-exclusive, worldwide, royalty-free, irrevocable, sublicensable, and perpetual license to use and publish the Feedback for any purpose, without compensation to you.

6. APPLICATIONS, THIRD-PARTY SITES AND PRODUCTS

Factorial does not endorse or assume responsibility for third-party Applications, Service Providers, Third-Party Products, and Third-Party Sites not under Factorial control. Applications, Service Provider listings, Third-Party Sites, and Third-Party Products are provided to you only as a convenience, and the availability of any Applications, Third-Party Sites or Third-Party Products does not mean we endorse, support, or warranty the Applications, Third-Party Product or Third-Party Product. 

Any information provided as part of a Third-Party Product or Applications is subject to the control and accuracy of the Service Provider.

You also acknowledge that Service Providers (or if Factorial if it is the case) may at their own discretion refuse service based on specific criteria, as it follows:

• The Customer operates a business primarily engaged in:

(i) Adult entertainment or sex industry;

(ii) Tobacco, cannabis, or related products industry; 

(iii) Weapons, ammunition, or arms manufacturing or trading; or

(iv) Any other industry that the Service Provider reasonably considers high-risk or contrary to their corporate policies.

(v) has previously violated the Partner's terms of service or has engaged in fraudulent, deceptive, or illegal activities.

2. The Customer or any of its directors, officers, or beneficial owners:

(i) Have been sanctioned by any national or international regulatory body for non-compliance with anti-money laundering, counter-terrorism financing, or anti-corruption laws;

(ii) Appear on any government sanctions list, including but not limited to those maintained by the United Nations, European Union, United Kingdom, or United States; or

(iii) Are listed in any database of compromised entities maintained by recognized anti-corruption organizations or regulatory authorities.

7. TERM AND TERMINATION

These TOU apply for as long as you access or use the Factorial Marketplace & Integrations.

 Factorial reserves the right to suspend or terminate your access at its discretion if: 

(i) you violate any provisions of these TOU

(ii) your use of the Factorial Marketplace & Integrations  negatively impact Factorial, its prospects, or its customers,r 

(iii)  we determine, in our sole discretion, that termination or suspension is necessary or appropriate. 

Termination or expiration of this TOU shall not automatically terminate  your subscription to Factorial services, if applicable.

Customer may terminate the use of application or services obtained through the Factorial Marketplace as follows:

1. Factorial-Controlled Integrations

a) Factorial-Monetized: Customer must contact their designated Factorial Account Manager to initiate termination. The Customer must give notice equal to fifteen (15) or thirty (30) days, depending on their type of subscription, following the specified in the Platform’s Terms and Conditions. After this period, the Customer will no longer be charged for subsequent billing periods.

b) Free: Customer must contact their designated Factorial Account Manager to initiate termination of these integrations. Termination will be processed with immediate effect..

2. Externally-Controlled Integrations

a) Factorial-Monetized: Customer must contact their designated Factorial Account Manager to initiate termination, with a notice equal to fifteen (15) or thirty (30) days, depending on their type of subscription, following the specified in the Platform’s Terms and Conditions. Factorial will:

• Notify the external controller to revoke access
• Cease billing for subsequent billing periods after the end of the notice period
• Provide guidance on any data retrieval steps, if applicable

b) Externally-Monetized: Customer must:

• Contact the third-party integration provider directly to disconnect the integration from Factorial
• Request the provider to terminate access and cease billing according to the provider's Terms and Conditions

c) Free: Customer must:

• Contact the third-party integration provider directly to disconnect the integration from Factorial

3. For all integration types

• Customer remains responsible for any fees incurred prior to the effective termination date.
• Factorial bears no responsibility for continued charges from third-party providers if Customer fails to follow the termination procedures outlined above.
• The integration type (control and monetization model) will be clearly indicated in the integration's description within the Factorial Marketplace.

8. DATA PROTECTION

When you engage with Third-Party Services (third-party applications, service providers, third-party products, or external sites not controlled by Factorial), these providers may act as independent controllers (determining the purposes and means of processing your personal data) or processors (processing personal data on your behalf in accordance with your instructions), depending on their relationship with you and the specific data processing activities involved.

By using a Third-Party Service, you acknowledge that your personal data may be collected, processed, transferred, or stored by that service according to its own privacy policy. Factorial does not monitor, control, or oversee how these third parties handle your personal data, and cannot guarantee that Third-Party Services maintain the same level of data protection and security as Factorial. You engage with Third-Party Services at your own discretion and risk.

Before using any Third-Party Service, you should (i) review its privacy notice and terms of use to understand how your data will be processed, (ii) check if it has appropriate security measures and GDPR compliance commitments, and (iii) warrant that it offers adequate safeguards for any international data transfers outside the EEA.

Factorial assumes no responsibility or liability for the processing of your personal data by Third-Party Services. Any data you provide to or share with these providers is governed by their own data protection policies and practices. Factorial is not responsible for any data protection risks, breaches, or misuse caused by Third-Party Services or any failure of Third-Party Services to comply with applicable data protection laws.

Notwithstanding the above, Factorial processes personal data to facilitate access to and manage applications with third-party applications, as well as to respond to inquiries and provide technical support. For more details on how Factorial processes your personal data and your rights, please refer to our Privacy Policy.

9. DISCLAIMERS; LIMITATIONS OF LIABILITY

In addition to the provisions set forth in Clauses 11 & 13 of Factorial's Terms and Condition;

FACTORIAL MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE FACTORIAL MARKETPLACE,THE SERVICE PROVIDER LISTINGS, APPLICATIONS OR SERVICE PROVIDER CONTENT  FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, FACTORIAL MARKETPLACE & INTEGRATIONS IS PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE FACTORIAL MARKETPLACE & INTEGRATIONS, SERVICE PROVIDER LISTINGS, APPLICATIONS AND THE SERVICE PROVIDER CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE FACTORIAL MARKETPLACE & INTEGRATIONS AND SERVICE PROVIDER CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

WE DISCLAIM ALL LIABILITY WITH RESPECT TO APPLICATIONS, THIRD-PARTY SITES AND THIRD-PARTY PRODUCTS THAT YOU MAY USE.

10. GENERAL

Factorial may modify these TOU at any time. Continued use after modifications constitutes acceptance. These TOU are governed by Spanish law, and any disputes shall be resolved in the courts of Barcelona.

This Terms of Use should be read together with Factorial’s “TERMS AND CONDITIONS OF CONTRACT OF THE FACTORIAL PLATFORM”, available at: https://factorialhr.com/terms-of-use. In case the current Terms of Use for the Marketplace and Integration doesn’t mention a subject, you should refer to the previously mentioned Terms and Conditions. The same shall apply in case of divergencies.