PERMATRIX SOFTWARE LICENSE AGREEMENT####This software license agreement (the “agreement”) governs the installation and use by purchasers and users (the "Customer") of the Permatrix software application created to assist technical systems administrators gain comprehensive visibility into their organization's permissions and security scope for all their users of the Salesforce platform (the "Software") sold by LeedsSource, LLC ("LeedsSource"). The Customer and each user acknowledge that this is a legal agreement to which the Customer and such user is bound when the Customer or user downloads, copies, installs or uses the Software. You should immediately cease using the Software and should delete the Software from the equipment you are using if you do not wish to be bound by the terms of this agreement.####LICENSE.##LeedsSource grants to the Customer a nonexclusive and nontransferable license to install and use the Software in one Salesforce account that Customer controls and as permitted by any Salesforce App Exchange Terms of Service. Customer shall not copy the Software, in whole or in part; modify the Software reverse compile or reverse assemble all or any portion of the Software; or rent, lease, distribute sell or create derivative works of the Software. The Customer grants to LeedsSource or its independent accountants the right to determine that the Customer is in compliance with this license agreement and will provide all reasonable support to enable this determination. In the event that it is determined that the Customer is not in compliance with license agreement, the Customer shall promptly pay to LeedsSource the appropriate additional Customer fees, plus any reasonably determined and mutually agreed upon penalties for non- compliance, to bring the Customer in compliance with license agreement. LeedsSource shall not publish or otherwise disclose to any third party the results of such license determinations, the fact that Customer was obligated to pay any such amount, or the amount of any such payment.####OWNERSHIP OF INTELLECTUAL PROPERTY.##Customer agrees that the Software and its components constitute trade secrets and/or copyrighted material of LeedsSource. Customer agrees not to disclose, provide, or otherwise make available such trade secrets or copyrighted material in any form to any third party without the prior written consent of LeedsSource. Customer agrees to implement reasonable security measures to protect such trade secrets and copyrighted material. Title to the Software and any accompanying documentation shall remain solely with LeedsSource. As between Customer and LeedsSource, any and all results and reports generated with the Software is and at all times shall remain Customer’s property.####PAYMENT.##Customer shall pay the applicable fees charged by LeedsSource for each licensed user of the Customer’s Salesforce application, regardless of whether they use the Software. Payment shall be made through the Salesforce AppExchange, or by invoice from LeedsSource, at the discretion of LeedsSource.####TECHNICAL SUPPORT. ##LeedsSource will provide, at no expense to Customer, ongoing Customer support, as well as technical and product support for any issues that have a material impact on the functionality of the Application. Any request for support shall initially be submitted via email sent to permatrixsupport@leedssource.com with a clear description of the problem so it can be recreated by LeedsSource in its environment. LeedsSource shall initially reply to any request for support within 48 hours (excluding evenings, weekends, and holidays) and continue to use industry standard commercially reasonable efforts to address any problems until resolved. LeedsSource will make reasonable efforts to address any reported problems, but LeedsSource cannot guarantee that every question or problem raised by the Customer will be resolved.####LIMITED WARRANTY. ##LeedsSource warrants that (i) for a period of ninety (90) days from the date of purchase from LeedsSource or the Salesforce App Exchange the Software will substantially conform to its user documentation and specifications; (ii) the Software is free from any program, routine, device or other undisclosed feature or hidden file, not referenced in the specifications, including without limitation, a time bomb, virus, software lock, Trojan horse, drop dead device, worm, malicious logic or trap door, that is designed to delete, disable, deactivate, interfere with or otherwise harm the Software or Customer’s other software, hardware, or data. This limited warranty extends only to the Customer and not to any individual user. LeedsSource does not warrant under this Agreement that the Customer's use of the Software will be uninterrupted or error free. LeedsSource will, at its option, repair, replace, or refund any nonconforming Software. This warranty does not apply if the Software (a) has been altered, except by LeedsSource, (b) has not been installed, operated, repaired, or maintained in accordance with instructions supplied by LeedsSource, (c) has been subjected to abnormal physical or electrical stress, misuse, negligence, or accident, (d) is used in ultrahazardous activities, or (e) if the Software is made available by LeedsSource for testing or demonstration purposes for which LeedsSource does not receive a license fee. Except for the foregoing, the Software is provided AS IS.####WARRANTY DISCLAIMER.##Except as specified in the foregoing warranty, all express or implied conditions, representations, and warranties including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or arising from a course of dealing, usage, or trade practice, are hereby excluded to the extent allowed by applicable law. Some states do not allow limitation or exclusion of liability for consequential or incidental damages. In no event shall LeedsSource’s liability, whether in contract, tort (including negligence), or otherwise, exceed the price paid by the Customer for the software. The foregoing limitations shall apply even if the warranty herein fails of its essential purpose.####LIMITATION OF DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, NEITHER LEEDSSOURCE NOR YOU SHALL, UNDER ANY CIRCUMSTANCES, BE LIABLE TO THE OTHER FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES INCLUDING BUT NOT LIMITED TO LOST PROFITS OR LOSS OF BUSINESS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF LEEDSSOURCE OR YOU IS APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING.####LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL LEEDSSOURCE’S TOTAL LIABILITY OF ANY KIND ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER TO LEEDSSOURCE####INDEMNIFICATION.##LeedsSource agrees to indemnify, defend, and hold harmless the Customer (and its officers, directors, employees, and agents) from and against any losses, costs (including reasonable attorney’s fees), damages, and liabilities awarded by a court in final judgement arising out of or related to claims or allegations that the Software or the use thereof infringes a third party’s intellectual property right.####TERM AND TERMINATION.##Unless sooner terminated, the license granted to Customer is effective during the period for which Customer has paid to use the Software. Customer may terminate this license at any time by notifying LeedsSource and destroying all copies of the Software. This license will terminate immediately without notice from LeedsSource if Customer fails to pay any amounts within ten (10) days of being due, or if Customer fails to comply with any other provision of this license and does not cure such failure within thirty (30) days of receiving written notice from LeedsSource of such failure. Upon termination, Customer must destroy all copies of Software and any unpaid license fees shall become immediately due and payable.####ASSIGNMENT. ##The Customer may not assign this Agreement without LeedsSource's prior written consent. Any assignment in violation of this Agreement shall be null and void.####NOTICES. ##All notices, requests and other communications under this Agreement will be in writing and delivered via email to LeedsSource at ari@leedssource.com and to Customer at the e-mail address provided by Customer. If no email address is listed, notice will be provided by certified mail, return receipt requested, or overnight courier service to the address set forth as the Customer’s primary business address listed in the Agreement or to such other addresses as Customer may stipulate from time to time. Unless otherwise provided, notice will be effective on the date it is officially recorded as delivered by return receipt or equivalent####GENERAL PROVISIONS.##This Agreement and all matters arising from or related to this Agreement (including its validity and interpretation), will be governed by, and construed in accordance with the substantive laws in force in the Commonwealth of Massachusetts. The federal and state courts situated in Suffolk County, Massachusetts shall have exclusive jurisdiction and venue over all disputes relating to this Agreement. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable according to its terms. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns. This is the entire agreement between LeedsSource and Customer relating to the Software and it supersedes any prior representations, discussions, undertakings, communications, or advertising relating to the Software. This Agreement and obligations and duties under this Agreement may not be amended or modified in any manner, in whole or in part, except by a written agreement or amendment or modification duly executed by both parties hereto.
