PRODLY MOOVER FOR SALESFORCE SOFTWARE LICENSE
This is an agreement between You ( “You”) and Prodly Corporation, located at 156 2nd St, San Francisco, CA 94105, (“Prodly”) regarding Your use of the Prodly Moover for Salesforce software and any associated documentation, software code or other materials made available by Prodly (collectively referred to in this agreement as the “SOFTWARE”). The SOFTWARE includes documentation for one or more Prodly application programming interfaces (collectively the “APIs”). Access to and use of Prodly services are governed by additional terms and conditions to which You must agree. This agreement applies to any updates, supplements or support services for the SOFTWARE, unless other terms accompany those items. If so, those other terms apply.
By installing, accessing or otherwise using the SOFTWARE, You accept the terms of this agreement. If You do not agree to the terms of this agreement, do not install, access or use the SOFTWARE or the APIs.
If You comply with this agreement, You have the rights below.
1) USE OF THE SOFTWARE. Subject to Your compliance with this agreement, Prodly hereby authorizes You to use the SOFTWARE solely for the purpose of creating web applications designed to operate with the Services (referred to as “Authorized Applications”). You may not rent, lease or lend any of Your rights in the SOFTWARE or access to the Services. You may reproduce the SOFTWARE, provided that You reproduce only complete copies, including without limitation all “read me” files, copyright notices, and other legal notices and terms that Prodly has included in the SOFTWARE, and provided that You may not distribute any copy You make of the SOFTWARE.
2) SCOPE OF LICENSE. The SOFTWARE is licensed, not sold. This agreement only gives You some rights to use the SOFTWARE. Prodly reserves all other rights. Unless applicable law gives You more rights despite this limitation, You may use the SOFTWARE only as expressly permitted in this agreement. In doing so, You must comply with any technical limitations in the SOFTWARE that only allow You to use it in certain ways. You may not
a) reverse engineer, decompile or disassemble the SOFTWARE, except and only to the extent that applicable law expressly permits, despite this limitation;
b) make more copies of the SOFTWARE than specified in this agreement, except and only to the extent applicable law expressly permits, despite this limitation;
c) publish the SOFTWARE for others to copy; or
d) rent, lease or lend the SOFTWARE.
3) USE OF THE SERVICES. Your use of the Services, and the use of the Services by anyone hosting or using your Authorized Application, is governed by the then-current terms and conditions applicable to your Prodly production account, which can be activated by contacting Prodly.
4) EXPORT RESTRICTIONS. THE SOFTWARE IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SOFTWARE. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
5) SUPPORT. Prodly is not obligated to provide any technical or other support (“Support Services”) for the SOFTWARE or Services to You. However, if Prodly chooses to provide any Support Services to You, Your use of such Support Services will be governed by then-current Prodly policies. With respect to any technical or other information You provide to Prodly in connection with the Support Services, You agree that Prodly has an unrestricted right to use such information for its business purposes, including for product support and development. Prodly will not use such information in a form that personally identifies You.
6) FEES. Prodly may choose in the future to charge for use of the SOFTWARE, the APIs and/or Services. If Prodly in its sole discretion chooses to establish fees and payment terms for such use, Prodly will provide notice of such terms as provided in Section 10 below, and You may elect to stop using the SOFTWARE, APIs and/or Services rather than incurring fees.
7) TERMINATION. Prodly reserves the right to discontinue offering the SOFTWARE, APIs and Services or to modify the SOFTWARE, APIs or Services at any time in its sole discretion. If You are dissatisfied with any aspect of the SOFTWARE, APIs or Services at any time, Your sole and exclusive remedy is to cease using them. Notwithstanding anything contained in the agreement to the contrary, Prodly may also, in its sole discretion, terminate or suspend access to the APIs and Services to You or any end user at any time. You acknowledge that termination and/or monetary damages may not be a sufficient remedy if You breach this agreement and that Prodly will be entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach. This Section and Sections 3, 4, 6, 9, 11, 12, 13, 14 and 15 will survive termination of this agreement or any discontinuation of the offering of the SOFTWARE, APIs or Services, along with any other provisions that would reasonably be deemed to survive such events.
8) RESERVATION OF RIGHTS. Except for the licenses expressly granted under this Agreement, Prodly and its suppliers retain all right, title and interest in and to the SOFTWARE, APIs, Services, and all intellectual property rights therein. You are not authorized to alter, modify, copy, edit, format, create derivative works of or otherwise use any materials, content or technology provided under this Agreement except as explicitly provided in this agreement or approved in advance in writing by Prodly.
9) MODIFICATIONS; NOTICES. If we change this contract, then we will give you notice before the change is in force. If you do not agree to these changes, then you must cancel and stop using the SOFTWARE, Services and APIs before the changes are in force. If you do not stop using the SOFTWARE, Services or APIs, then your use of the SOFTWARE, Services or APIs will continue under the changed contract. Prodly may give notices to You, at Prodly's option, by posting on any portion of https://www.prodly.co or by electronic mail to any e-mail address provided by You to Prodly.
10) ENTIRE AGREEMENT. This agreement, and any applicable TOU or contract for Services, are the entire agreement with respect to the SOFTWARE, the Services and the APIs.
11) APPLICABLE LAW
a) United States. If You acquired the SOFTWARE in the United States, Washington state law governs the interpretation of this agreement and applies to claims for breach of it, regardless of conflict of laws principles. The laws of the state where You live govern all other claims, including claims under state consumer protection laws, unfair competition laws, and in tort.
b) Outside the United States. If You acquired the SOFTWARE in any other country, the laws of that country apply.
12) LEGAL EFFECT. This agreement describes certain legal rights. You may have other rights under the laws of Your country. This agreement does not change Your rights under the laws of Your country if the laws of Your country do not permit it to do so.
13) DISCLAIMER OF WARRANTY. The SOFTWARE is licensed “as-is.” You bear the risk of using it. Prodly gives no express or implied warranties, guarantees or conditions. You may have additional consumer rights under Your local laws which this agreement cannot change. To the extent permitted under Your local laws, Prodly excludes the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
14) LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. You can recover from Prodly and its suppliers only direct damages up to U.S. $5.00. You cannot recover any other damages, including consequential, lost profits, special, indirect or incidental damages. This limitation applies to
a) anything related to the SOFTWARE, services, content (including code) on third party Internet sites, or third party programs; and
b) claims for breach of contract, breach of warranty, guarantee or condition, strict liability, negligence, or other tort to the extent permitted by applicable law.
It applies even if Prodly knew or should have known about the possibility of the damages. The above limitation or exclusion may not apply to You because Your country may not allow the exclusion or limitation of incidental, consequential or other damages.
"AppExchange" means the online directory of on-demand applications that work with the Service, located at http://www.appexchange.com or at any successor websites.
“Reseller” means Prodly Inc.
“Reseller Application means Prodly for Force.com, a sending interface utilizing Force.com Platform Embedded License that allows users to send transactions ("Envelopes") with recipient (contact) data and documents through the Prodly electronic signature service (Prodly Service) to collect data and electronic signatures.
"Platform" means the online, Web-based platform service provided by SFDC to Reseller in connection with Reseller’s provision of the Reseller Application to You.
“SFDC Service” means the online, Web-based application and platform service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding AppExchange applications.
“SFDC” means salesforce.com.
"Users" means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service subject to the terms of this SFDC Service Agreement as a result of a subscription to the Reseller Application having been purchased for such User, and have been supplied user identifications and passwords by You (or by Salesforce.com or Reseller at Your request).
“You” and “Your” means the customer entity which has contracted to purchase subscriptions to use the Reseller Application subject to the conditions of this SFDC Service Agreement, together with any other terms required by Reseller.
"Your Data" means all electronic data or information submitted by You as and to the extent it resides in the Service.
1. Use of Service.
(a) Each User subscription to the Reseller Application shall entitle one User to use the Platform via the Reseller Application, subject to the terms of this SFDC Service Agreement, together with any other terms required by Reseller. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Service). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service or to use it in connection with applications other than the Reseller Application. If You wish to use the SFDC Service or any of its functionalities or services, to use another application other than the Reseller Application, or to create or use additional custom objects beyond those which appear in the Reseller Application in the form that it has been provided to You by Your Reseller, visit www.salesforce.com to contract directly with SFDC for such services. In the event Your access to the Reseller Application provides You with access to the SFDC Service generally or access to any SFDC Service functionality within it that is in excess to the functionality described in the Reseller Application’s user guide, and You have not separately subscribed under a written contract with SFDC for such access, then You agree to not access and use such functionality, and You agree that Your use of such functionality, Your use of applications other than the Reseller Application, or Your creation or use of additional custom objects in the Reseller Application beyond that which appears in the Reseller Application in the form that it has been provided to You by your Reseller, would be a material breach of this Agreement.
(b) Notwithstanding any access You may have to the Platform or the SFDC Service via the Reseller Application, Reseller is the sole provider of the Reseller Application and You are entering into a contractual relationship solely with Reseller. In the event that Reseller ceases operations or otherwise ceases or fails to provide the Reseller Application, SFDC has no obligation to provide the Reseller Application or to refund You any fees paid by You to Reseller.
(c) You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the content of all Your Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform and the SFDC Service, and shall notify Reseller or Salesforce.com promptly of any such unauthorized use You become aware of; and (iv) shall comply with all applicable local, state, federal and foreign laws and regulations in using the Platform and the SFDC Service.
(d) You shall use the Platform and the SFDC Service solely for Your internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform or the SFDC Service available to any third party, other than to Users or as otherwise contemplated by this SFDC Service Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Platform or the SFDC Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Platform or the SFDC Service or its related systems or networks.
(e) You shall not (i) modify, copy or create derivative works based on the Platform or the SFDC Service; (ii) frame or mirror any content forming part of the Platform or the SFDC Service, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the Platform or the SFDC Service; or (iv) access the Platform or the SFDC Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Platform or the SFDC Service.
2. Third-Party Providers. Reseller and other third-party providers, some of which may be listed on pages within SFDC’s website and including providers of AppExchange applications, offer products and services related to the Platform, the SFDC Service, and/or the Reseller Application, including implementation, customization and other consulting services related to customers’ use of the Platform and/or the SFDC Service, and applications (both offline and online) that interoperate with the Platform, SFDC Service, and/or the Reseller Application, such as by exchanging data with the Platform, the SFDC Service, and/or the Reseller Application, or by offering additional functionality within the user interface of the Platform, the SFDC Service, and/or the Reseller Application through use of the Platform and/or SFDC Service's application programming interface. SFDC does not warrant any such third-party providers or any of their products or services, including but not limited to the Reseller Application or any other product or service of Reseller, whether or not such products or services are designated by SFDC as "certified," "validated" or otherwise. Any exchange of data or other interaction between You and a third-party provider, including but not limited to the Reseller Application, and any purchase by You of any product or service offered by such third-party provider, including but not limited to the Reseller Application, is solely between You and such third-party provider. In addition, from time to time, certain additional functionality (not defined as part of the Platform or SFDC Service) may be offered by SFDC or Reseller to You, for an additional fee, on a pass-through or OEM basis pursuant to terms specified by the licensor and agreed to by You in connection with a separate purchase by You of such additional functionality. Your use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of this SFDC Service Agreement.
3. Proprietary Rights. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title and interest in and to the Platform and the SFDC Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in this SFDC Service Agreement. The Platform and the SFDC Service is deemed SFDC confidential information, and You will not use it or disclose it to any third party except as permitted in this SFDC Service Agreement.
4. Compelled Disclosure. If either You or SFDC is compelled by law to disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.
5. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into any SFDC products or services any suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users relating to the operation of the Platform and/or the SFDC Service.
6. Termination. Your use of the Platform and the SFDC Service may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of this SFDC Service Agreement by You or any User, (b) the termination or expiration of Reseller’s agreement with SFDC pursuant to which Reseller is providing the Platform as part of the Reseller Application to You, and/or (c) a breach by Reseller of its obligations to SFDC with respect to the subscriptions it is providing to You in connection with this SFDC Service Agreement. If You use the Reseller Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the Reseller Application (a “Merged Org”), Reseller shall be solely responsible for provisioning the Reseller Application to You. With respect to any Merged Org, You acknowledge and understand that (i) access to such Org, including the Reseller Application used in connection with such Org, may be suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation. “Org” means a separate set of Your Data and SFDC product customizations held by SFDC in a logically separated database (i.e., a database segregated through password-controlled access).
7. Subscriptions Non-Cancelable. Subscriptions for the Platform and the SFDC Service are non-cancelable during a subscription term, unless otherwise specified in Your agreement with Reseller.
8. Data Storage. The Platform and SFDC Service includes a certain cumulative amount of storage per User subscription for no additional charge. Contact Your Reseller for additional information. Additional storage may be available for purchase from the Reseller.
9. No Warranty. SALESFORCE.COM MAKES NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SALESFORCE.COM DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO RESELLER APPLICATION AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
10. No Liability. IN NO EVENT SHALL SFDC HAVE ANY LIABILITY TO YOU OR ANY USER FOR ANY DAMAGES WHATSOVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Further Contact. SFDC may contact You regarding new SFDC service features and offerings.
12. Google Programs and Services. Platform or SFDC Service features that interoperate with Google programs and services depend on the continuing availability of applicable Google application programming interfaces (“APIs”) and programs for use with the Platform and the SFDC Service. If Google Inc. ceases to make such APIs and/or programs available on reasonable terms to SFDC, SFDC may cease providing such features without entitling You or Reseller to any refund, credit, or other compensation.
13. Third Party Beneficiary. SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to this SFDC Service Agreement.
