Terms and Conditions - S&P GLOBAL MARKET INTELLIGENCE LLC LLC (“S&P”)##S&P CAPITAL IQ FOR SALESFORCE.COM (the “Product”)##END USER TRIAL AGREEMENT (the “Agreement”)####Please read this Agreement carefully and be sure that you understand all of its terms and conditions. Press the page down key to read the entire Agreement. At the end of this Agreement, you will be asked to either accept or decline the terms of this Agreement with S&P, on behalf of the entity that employs you (the “Company”), by clicking “I Accept” or “I Decline”. ####By clicking “I Accept” you agree and represent that:##• You have read this entire Agreement and understand and agree with all of its terms and conditions.##• You are authorized to enter into this Agreement with S&P on behalf of your Company and that both you and your Company are legally bound by the applicable terms and conditions of this Agreement;##• You are accessing the Product on behalf of your Company and within the scope of your employment with your Company; and##• Company shall use the Product solely for the purpose of performing an internal, non-commercial evaluation of the Product (the “Evaluation”).##If you are not authorized to enter into this Agreement or if Company does not agree to be bound by the applicable terms of this Agreement, click the “I DECLINE” button.####1. Use of Product.##(a) License/ Restrictions on Use.####(i) License. Subject to the terms of this Agreement, S&P hereby grants to Company, and Company hereby accepts, a non-exclusive, non-transferable, limited license, beginning on the date S&P delivers the Product to Company and ending seven (7) days thereafter or on a date confirmed by an authorized S&P representative, whichever is earlier (the “Evaluation Period”), to perform an Evaluation of the Product. S&P may, in its sole discretion, extend the term of the Evaluation Period for purposes of Evaluation by the Company. The Product shall also include any related data, software, documentation, or other material as delivered by S&P to Company hereunder. Company is expressly restricted from: (i) any use of the Product other than for the Evaluation; (ii) modifying the Product in any way; (iii) attempting to reverse assemble or engineer the Product or any code relating thereto; and (iv) making any commercial use of the Product. No copies of the Product or its components may be made by Company without S&P’s prior written consent.####(ii) Restrictions on Use. Company shall not sell, transfer, rent, lease, publish, disclose, display, disseminate or otherwise make available the Product or any part thereof to any other person or entity. Company agrees and acknowledges that: (a) unauthorized copying, use, distribution of or access to the Product may cause S&P, its affiliates, and their third party providers irreparable injury that cannot be adequately compensated for by means of monetary damages and (b) S&P (and its affiliates or third party providers) may enforce any breach hereof by Company by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other rights and remedies that may be available. Company further agrees to indemnify and hold harmless S&P, its affiliates, and/or its respective third-party providers from and against any and all costs, claims, damages or liabilities (including reasonable attorneys’ fees) arising from any breach of the restrictions set forth in this Agreement.####(b) Delivery. S&P will deliver the Product to Company via the S&P Capital IQ application on www.Salesforce.com. Company may have the ability to gain access to other content on www.salesforce.com that are not part of the Product or through hypertext or other computerized “links,” to gain access to other sites on the Internet that are also not part of the Product; S&P and its affiliates shall have no responsibility or liability for any materials on such other sites that may be accessed through such links or for any content made available on www.salesforce.com that is not part of the Product.####(c) Passwords. Company shall obtain access to the Product via unique password(s) issued by S&P. Sharing of Salesforce.com passwords and simultaneous access via the same password in order to gain access to the Product are prohibited. Company shall hold any passwords issued by S&P in connection with such access in strict confidence and Company shall instruct all employees with access to such passwords of their obligations in this regard. Company shall promptly advise S&P of any unauthorized disclosure or misuse of such passwords that come to its attention and shall cooperate with S&P in enforcing the terms of this Agreement. S&P and its affiliates shall not be responsible for or have any liability for: (i) the procurement, installation or maintenance of any equipment on which Company accesses the Product; (ii) for any communications connection (including any fees related to such connection) by which the Product is transmitted; (iii) communication delays or interruptions of the Product (including with respect to Company’s receipt of the Product via the Internet); or (iv) the transmission to Company of the Product beyond the point of S&P’s (or its service facilitator’s) computer facility.####2. Proprietary Rights/Confidentiality. Company acknowledges that all proprietary rights (including, but not limited to , copyrights, trade secrets, database rights and trademark rights) in the Product, including all information, data, software, products, and documentation contained or included therein, are and shall remain the sole and exclusive property of S&P, S&P Global, Inc., and/or their third-party providers, as applicable. Company is not obtaining title to or ownership of the Product or any part thereof. The Product constitutes the valuable intellectual property of S&P, its affiliates and its third-party licensors, as applicable. Company agrees that any third-party license of any portion of the Product may enforce its rights against Company as an intended third-party beneficiary of this Agreement, even though such licensor is not a party to this Agreement. Company agrees to take all reasonable and necessary steps to protect the confidentiality of the Product and to maintain the proprietary rights of S&P, S&P Global Inc. and/or their third-party providers, as applicable.####3. Disclaimer of Warranties and Limitation of Liabilities. TO THE EXTENT THAT THE FOLLOWING DISCLAIMERS AND LIMITATIONS OF LIABILITY DO NOT VIOLATE ANY APPLICABLE LAW:####S&P, ITS AFFILIATES, AND THEIR THIRD-PARTY PROVIDERS MAKE NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE ACCURACY, ADEQUACY, TIMELINESS OR COMPLETENESS OF THE PRODUCT OR ANY DATA, INFORMATION, OR SOFTWARE CONTAINED THEREIN OR FOR THE RESULTS OBTAINED BY THEIR USE OR AS TO THE PERFORMANCE THEREOF. THE ACCURACY AND COMPLETENESS OF THE PRODUCT OR ANY COMPONENT THEREOF ARE NOT GUARANTEED AND S&P AND ITS AFFILIATES, AND THEIR THIRD-PARTY PROVIDERS SHALL NOT BE SUBJECT TO ANY DAMAGES OR LIABILITY FOR ANY ERRORS OR OMISSIONS THEREIN. S&P, ITS AFFILIATES, AND THEIR THIRD-PARTY PROVIDERS MAKE NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE AS TO THE PRODUCT. COMPANY EXPRESSLY AGREES AND ACKNOWLEDGES THAT THE PRODUCT AND ALL COMPONENTS THEREOF ARE PROVIDED ON AN “AS IS” BASIS AND THAT COMPANY’S USE OF THE PRODUCT IS AT COMPANY’S OWN RISK. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IN NO EVENT WHATSOEVER SHALL S&P, ITS AFFILIATES, AND THEIR THIRD-PARTY PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES NOR SHALL THEY BE LIABLE FOR ANY CLAIMS AGAINST COMPANY BY THIRD PARTIES.####- NO ACTION, REGARDLESS OF FORM, ARISING UNDER OR RELATING TO THIS AGREEMENT, MAY BE BROUGHT BY COMPANY MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED.######4. Termination. This Agreement shall terminate on the last day of the Evaluation Period. S&P, however, may, in its sole discretion, terminate this Agreement at any time without notice to Company. After the end of this Agreement, Company shall immediately cease use of the Product and expunge the Product from its electronic systems. Company must also destroy any copies of the Product upon S&P’s request. Upon S&P’s request, Company must certify in writing that it has fully complied with the foregoing requirements. Notwithstanding such termination, the restrictions on disclosure and use of the Product arising under this Agreement shall survive termination of this Agreement.####5. Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, excluding its choice of law doctrine; and the parties hereto hereby irrevocably consent to the exclusive jurisdiction of the federal and state courts sitting in New York for the adjudication of any dispute in connection herewith. Any suit brought in connection with this Agreement shall be brought in New York.####6. General. This Agreement may not be amended or any provision hereof waived in whole or in part except by a writing signed by authorized representatives of Company and S&P. No party hereto may assign or transfer this Agreement without the prior written consent of the other party. S&P shall have no responsibility or liability for any delays in or interruptions or failures of its performance under this Agreement due to any cause beyond its reasonable control. If any term or condition hereof is found by a court or administrative agency to be unenforceable, the remaining terms and conditions hereof shall remain in full force and effect and shall be enforceable to the maximum extent permitted by law.##________________________________________##DO NOT CLICK THE “I ACCEPT” BUTTON IF YOU ARE NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT, ON BEHALF OF YOUR COMPANY, WITH S&P.####DO NOT CLICK THE “I ACCEPT” BUTTON IF YOUR COMPANY DOES NOT INTEND TO BE BOUND BY THE APPLICABLE TERMS OF THIS AGREEMENT.
