IDA APPS END USER LICENSE AGREEMENT (EULA)
This EULA constitutes a valid and binding agreement between IDA Apps, Inc. (Licensor) and you and the organization you represent (collectively, Licensee) for the use of customized software applications for use with Salesforce.com (Licensed Work) provided to Licensee by Licensor. Licensee understands and agrees that this may also include Source Code protected by Federal and International Copyright Laws and Confidential Proprietary Information, all of which are considered part of the Licensed Work. Licensee agrees to be bound by the terms of this Agreement and any new versions of it. Licensee agrees that references to the Source Code and/or the Confidential Proprietary Information apply to anything provided to Licensee by Licensor, including, but not limited to, Source Code, Object Code, and documentation, as well as to any Derivative Work created by Licensor or Licensee and copies made by Licensee at any time. Licensor reserves any right not expressly granted to the Licensee. Licensee hereby waives any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
Definitions
In this Agreement the following capitalized definitions are being used, singular as well as plural.
“Affiliate” means any staff member of Licensor or other 3rd party corporation, company or other entity that directly or indirectly assists Licensor with the Licensed Work.
“Confidential Proprietary Information” means any and all information provided to Licensee by Licensor, including, but not limited to, documentation, trademarks, names, signs, logos, banners, and any other materials, in whatever form, owned and/or used by Licensor for the use and/or promotion of the Licensed Work as well as Licensor’s other products and activities.
“Derivative Work” means creation of a new work by modification of Licensed Work.
“Effective Date” means the date on which this Agreement is entered into.
“IP Rights” means any and all intellectual property rights, including but not limited to copyrights, trademarks and patents, as well as know how and trade secrets contained in or relating to the Licensed Work, documentation, or Confidential Proprietary Information.
“Object Code” means the non-human-readable or binary code as used to executed a program as the result of compiling Source Code.
“Source code” means the version the human-readable software code used to create the Licensed Work.
License Granted
Subject to the terms of this Agreement, Licensor hereby grants Licensee a limited, personal, non-exclusive, non-sub licensable, nontransferable license to take the following actions:
A. Install the Licensed Work on a single company installation of Salesforce.com as under Licensee’s control.
B. Use the Source Code portion of the Licensed Work, if provided, to prepare, modify, and otherwise execute applications for such uses as Licensee may select. However, Licensee understands and agrees that Licensee may NOT distribute such applications to another installation of Salesforce.com. Licensee shall not distribute Source Code by ANY means and understands that doing so may subject Licensee to both civil and criminal prosecution.
Restrictions
Licensee is restricted from any actions not explicitly granted by this Agreement, including, but not limited to, the following actions:
A. User shall not sell, assign, rent, lease, distribute, export, import, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the Licensed Work or any part of it.
B. Licensee shall not undertake, cause, permit or authorize the translation, reverse engineering, decompiling, disassembling or hacking of the Licensed Work or any part of it.
C. Licensee shall not export the Licensed Work or any Derivative Works outside the United States, unless otherwise agreed to by Licensor.
Changes to Licensed Work
Licensor, in its sole discretion, reserves the right to add additional features or functions, or to provide programming fixes, updates and upgrades, to the Licensed Work. Licensee understands and agrees that Licensor has no obligation to make available to Licensee any subsequent versions of the Licensed Work, unless otherwise agreed. Licensee also agrees that Licensee may have to enter into a renewed version of this Agreement, in the event Licensee wants to install or use a new version of the Licensed Work. Furthermore, Licensee understands and agrees that Licensor is in no way liable for damages of any kind nor is Licensor obligated to assist Licensee in any way, should such changes cause loss of functionality, errors, or other such issues in Licensee’s current version of the Licensed Work as well as in any Derivative Works that Licensee or Licensor has created.
Confidentiality
Licensee understands and agrees that the Licensed Work and Confidential Proprietary Information provided to Licensee contains valuable confidential information and that unauthorized use is harmful to Licensor. As such, Licensee shall take all reasonable steps to at all times protect and maintain any confidential information regarding Licensor, its Affiliates, the Licensed Work, Confidential Proprietary Information, and IP Rights, strictly confidential. End-User shall employ reasonable security precautions to prevent unauthorized persons from having access to any such confidential information.
Exclusive Ownership
Licensee understands and agrees that any and all IP Rights to Licensed Work, as well as in any Derivative Works created by Licensor or Licensee, are the exclusive property of Licensor. Licensee understands and agrees that nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, Licensee. Licensee will not take any action to jeopardize, limit or interfere with such IP Rights. Licensee understands and agrees that any unauthorized use of IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including, but not limited to, copyright laws and trademark laws. Licensee agrees that Licensee will not remove, obscure, make illegible or alter any notices or indications of IP Rights and/or Licensor’s rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to such materials.
Disclaimer of Warranties
THE LICENSED WORK IS PROVIDED “AS IS”, WITH NO WARRANTIES WHATSOEVER; LICENSOR DOES NOT, EITHER EXPRESSED, IMPLIED OR STATUTORY, MAKE ANY WARRANTIES, CLAIMS OR REPRESENTATIONS WITH RESPECT TO THE LICENSED WORK, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR USE OR A PARTICULAR PURPOSE. LICENSOR FURTHER DOES NOT REPRESENT OR WARRANT THAT THE LICENSED WORK WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, ACCURATE, COMPLETE AND ERROR-FREE. LICENSEE ASSUMES ALL RISKS ARISING OUT OF LICENSEE’S USE OF THE LICENSED WORK, TO THE MAXIMUM EXTENT PERMITTED BY LAW. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSIONS AND LIMITATIONS AS SPECIFIED HERE AND TO THE LEAST EXTENT AS ALLOWED BY LAW, SUCH EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO LICENSEE.
Dispute Resolution
In case of any dispute arising or related to this Agreement, the parties, by mutual agreement, shall attempt to resolve any dispute informally thru mediation.
A. MEDIATION: The parties shall submit the dispute to executives selected by each party (a maximum of two persons for each party). These executives shall meet as often as necessary to gather and analyze information relevant to resolving the dispute and shall negotiate in good faith. All proposals and information exchanged as well as discussions during this informal process will be considered settlement discussions and proposals and will be inadmissible in any subsequent proceedings.
B. CONDITION PRECEDENT: Either party cannot resort to judicial proceedings unless (a) there has been no resolution of the dispute within thirty (30) days if initiation of discussions; or (b) interim relief from a court is necessary to prevent serious or irreparable injury to one party or to others, or (c) a complaint must be filed prior to the running of the applicable statute of limitations.
Termination
This Agreement will be effective as of the Effective Date and will remain effective until terminated by either Licensor or Licensee as described below. Either party may terminate this Agreement if the other party commits a material breach of this Agreement and fails to remedy such breach within thirty (30) days after written notice from the non-breaching party. Licensee's failure to pay any amount within thirty (30) days after receiving notice that the amount is delinquent shall be considered a material breach of this Agreement. Upon the expiration or termination of this Agreement or any Product Schedule for any reason, Licensee shall certify in writing that the Product and all copies and/or partial copies of the Product have either been returned to Licensor or otherwise permanently destroyed and deleted from Licensee’s hard drives, networks and other storage media in Licensees possession or under Licensee control. Licensee shall immediately surrender and cease use of the Licensed Work and any Derivative Works, that it will return any relevant Confidential Proprietary Information to Licensor, and that it will immediately and permanently remove the Licensed Work Licensee understands and agrees that Licensor is not liable for any damage caused by the termination of this Agreement. Any terms of this Agreement which by their nature extend beyond its termination remain in effect until fulfilled, and apply to respective successors and assignees. The waiver by either party of a breach of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent breach. This paragraph shall not be regarded as a waiver of any other rights or remedies to which Licensor may be entitled.
Indemnification of Licensor
Licensee represents and warrants that Licensee is authorized to enter into this Agreement and comply with its terms. Furthermore, Licensee represents and warrants that Licensee will at all times comply with Licensee’s obligations under this Agreement, as well as with any and all laws, regulations, and policies that may apply to Licensee’s use of the Licensed Work. Licensee agree to indemnify, defend and hold Licensor, Affiliates and the Licensor Staff harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by Licensor, in connection with or arising out of Licensee’s violation or breach of any term of this Agreement or any applicable law or regulation, whether referenced within this Agreement or not; Licensee’s violation of any rights of any third party; or Licensee’s use or misuse of the Licensed Work.
Limitation of Liability
LICENSEE UNDERSTANDS AND AGREES THAT LICENSOR AND ITS AFFILIATES WILL HAVE NO LIABILITY IN CONNECTION WITH OR ARISING FROM LICENSEE USE OF THE LICENSED WORK OR DERIVATIVE WORKS, AS SET FORTH BELOW. IN NO EVENT SHALL LICENSOR OR ITS AFFILIATES BE LIABLE, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER FORM OF LIABILITY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION ANY LOSS OF DATA, INTERRUPTION, COMPUTER FAILURE OR PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSE WORK OR DERIVATIVE WORKS, EVEN IF LICENSOR OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE’S ONLY RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE LICENSED WORK IS TO DEINSTALL AND CEASE USE OF SUCH LICENSED WORK. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSIONS AND LIMITATIONS AS SPECIFIED HERE AND TO THE LEAST EXTENT AS ALLOWED BY LAW, SUCH EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO LICENSEE.
General Provisions
Licensor reserves the right to modify this Agreement at any time by providing such revised Agreement to Licensee. Licensee’s continued use of the Licensed Work shall constitute Licensee’s acceptance to be bound by the terms and conditions of the revised Agreement. Licensee understands and agrees that this Agreement constitutes the entire agreement between Licensee and Licensor and that it supersedes all prior understandings and agreements, in whatever form. Should any term or provision of this Agreement be deemed invalid or unenforceable by a court of law, either in its entirety or in a particular application, the remainder of this Agreement still remains in full force and effect. The failure of Licensor at any time or times to require performance of any provisions of this Agreement in no way affects Licensor’s right at a later time to enforce the same unless the same is explicitly waived in writing and signed by Licensor. Licensor is allowed to at its sole discretion assign this Agreement or any rights hereunder to any Affiliate, without giving prior notice. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware.
BY INSTALLING AND/OR USING THE LICENSED WORK, LICENSEE EXPRESSLY UNDERSTANDS THAT LICENSEE HAS READ THIS AGREEMENT; UNDERSTANDS THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS CONTAINED WITHIN; AND EXPRESSLY CONSENTS TO BE BOUND BY IT.
© IDA Apps, Inc. – Last revised: February 23, 2010.
