PROVEN WORKS LIMITED##END USER LICENCE AGREEMENT##NOTICE TO USER: PLEASE READ THIS LICENCE CAREFULLY. BY USING ALL OR ANY PORTION OF THE SOFTWARE THE LEGAL ENTITY USING THE SOFTWARE OR ON WHOSE BEHALF THE SOFTWARE IS USED (“LICENCEE”) ACCEPTS THE FOLLOWING TERMS FROM PROVEN WORKS LIMITED OF 127 LANGLEY HILL, TILEHURST, READING RG31 4EE (“PROVEN WORKS”). YOU AGREE TO BE BOUNDS BY ALL THE TERMS AND CONDITIONS OF THIS LICENCE. YOU AGREE THAT IT IS ENFORCEABLE AS IF IT WERE A WRITTEN NEGOTIATED LICENCE SIGNED BY YOU. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE, DO NOT USE THE SOFTWARE. IF THIS LICENCE AGREEMENT WAS PROVIDED WITH AN INVOICE AND IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENCE AGREEMENT, YOU MAY OBTAIN A REFUND OF THE AMOUNT PAID FOR THE SOFTWARE IF YOU: (A) DO NOT USE THE SOFTWARE AND THE ACCOMPANYING ITEMS (INCLUDING ALL ELECTRONIC MATERIALS, DOCUMENTS ETC) AND (B) NOTIFY PROVEN WORKS IN WRITING OF YOUR NON ACCEPTANCE OF THIS LICENCE AGREEMENT, WITH PROOF OF PAYMENT, AT THE ADDRESS SET OUT BELOW WITHIN 30 DAYS OF THE PURCHASE DATE. ON USE OF THIS SOFTWARE OR ON BEHALF OF BY THE LICENCEE, PROVEN WORKS SHALL DEEM THAT THE TERMS OF THIS LICENCE AGREEMENT HAVE BEEN AGREED BY THE LICENCEE.####1. DEFINITIONS##1.1 “Documentation” means the electronic information supplied with the Software, if any. ##1.2 “Effective Date” means the date of first use of the Software on the Platform by the Licensee. ##1.3 “License Fee” means the annual License Fee payable by Licensee in advance in respect of the use of the Software, as specified in an invoice issued by Proven Works and calculated in accordance with the [price list on the Salesforce App Exchange website]. ##1.4 “Licence Renewal Date” means the anniversary of the Effective Date, or the date on which any trial, evaluation or free period of use has expired.##1.5 “Network Administrator” means a suitably experienced and qualified employee of the Licensee notified by Licensee to Proven Works by email or in writing from time to time as being responsible for the implementation, administration and maintenance of the Software within Licensee organization. ##1.6 “Permitted Number” means the number of unique users for which the Licensee is permitted to use the Software as set out on applicable invoice or otherwise confirmed in writing or by email by Proven Works to Licensee.##1.7 “Platform” means the Licensee’s combination of the hardware and software comprising the Salesforce.com technology platform licensed from Salesforce.com Limited as may be modified or amended from time to time by Salesforce.com Limited and/or the Licensee.##1.8 “Releases” means the upgrades to the Software released from time to time at Proven Works’ discretion and made generally available to Proven Works’ licensees.##1.9 “Salesforce.com” means Salesforce.com, Inc and its subsidiary and affiliated companies.##1.10 “Software” means the object code form of the software in respect of which this Licence Agreement is provided as set out in the applicable invoice or otherwise confirmed in writing or by email by Proven Works to Licensee.## 1.11 “Technical Support” means the provision of technical support by Proven Works in respect of the use and operation of the Software to a Network Administrator available during the hours of 9:00 to 17:30 UK local time, Monday to Friday excluding all bank and public holidays via email to support@provenworks.com. ##2. GRANT OF RIGHTS; RESTRICTIONS##2.1 Subject to all the terms and conditions of this Licence Agreement, Proven Works hereby grants Licensee an annually renewable, worldwide, nonexclusive, nontransferable license to install and use the Software for the Permitted Number for its own internal use only. ##2.2 Except as expressly permitted in this Licence Agreement, Licensee shall not, and shall not permit others to: (i) modify, translate, create derivative copies of or copy the Software (other than one backup copy which reproduces all proprietary notices), in whole or in part; (ii) reverse engineer, decompile, disassemble or otherwise reduce the Software to source code form; (iii) distribute, sublicense, assign, share, timeshare, sell, rent, lease, grant a security interest in, use for service bureau purposes, or otherwise transfer the Software or Licensee’s right to use the Software; (iv) remove or modify any copyright, trademark, or other proprietary notices of Proven Works affixed to the media containing the Software or contained within the Software; or (v) use the Software in any manner not expressly authorised by this Licence Agreement. ##2.3 Licensee agrees, subject to reasonable prior notice, to give Proven Works such access and assistance to Licensee’s systems as may be necessary to confirm the number of users does not exceed the Permitted Number.##2.4 Proven Works shall, in its sole discretion, notify Licensee in writing or by email if it is eligible for any trial, evaluation or free period of use of the Software.##3. SUPPORT AND RELEASES##3.1 Proven Works may provide Releases from time to time, such Releases to be provided as downloads from the Salesforce.com website and shall be deemed to be included in the definition of Software in this Agreement.##3.2 The Network Administrator may use the Technical Support Line to receive Technical Support in respect of the Software. Such Technical Support may be provided by telephone or email or at the Licensee’s premises at Proven Works’ sole discretion on a case-by-case basis.##3.3 On receipt of a Technical Support query from the Network Administrator, Proven Works shall use reasonable endeavours to respond to such query within 2 working days. ##4. PROPRIETARY RIGHTS##Proven Works has sole and exclusive ownership of all right, title, and interest in and to the Software, including all copyright and any other intellectual property rights therein. This Licence Agreement conveys a limited license to use the Software and shall not be construed to convey title to or ownership of the Software to Licensee. All rights in and to the Software not expressly granted to Licensee are reserved by Proven Works.##5. LICENSE FEE AND TECHNICAL SUPPORT FEE##5.1 In consideration for the annual license to use the Software on the Platform granted to Licensee hereunder, Licensee shall pay Proven Works an annual nonrefundable License Fee in advance. The first such License Fee shall be due and payable on receipt of the invoice in respect thereof and thereafter shall be payable at least seven (7) days prior to the Licence Renewal Date. Such License Fee is exclusive of VAT or other sales tax which, if applicable, shall be payable by the Licensee. ##5.2 In the event that such License Fee is not paid in accordance with the provisions herein then on notice to Licensee, Proven Works may terminate this Agreement or suspend the provision of the Software on the Platform and, in the event of termination the provisions of clause 6.3 shall take effect.##5.3 If any applicable law requires Licensee to withhold amounts from any payments to Proven Works hereunder, (i) Licensee shall effect such withholding, remit such amounts to the appropriate taxing authorities and promptly furnish Proven Works with tax receipts evidencing the payments of such amounts, and (ii) the sum payable by Licensee upon which the deduction or withholding is based shall be increased to the extent necessary to ensure that, after such deduction or withholding, Proven Works receives and retains, free from liability for such deduction or withholding, a net amount equal to the amount Proven Works would have received and retained in the absence of such required deduction or withholding. ##6. TERM AND TERMINATION##6.1 This Licence Agreement shall commence on the Effective Date and continue in effect for consecutive annual periods, unless and until terminated in accordance with Clause 5.2 or clause 6.2. ##6.2 If either party breaches this Licence Agreement in any material respect, the other party may give written notice to the breaching party of its intent to terminate, and if such breach is not cured within thirty (30) days after the breaching party’s receipt of such notice, this Licence Agreement shall terminate without any further notice required (but no cure period is required for any breach that cannot be cured).##6.3 Upon any termination of this Licence Agreement, (a) the rights and licenses granted to Licensee herein shall terminate; (b) Licensee shall cease all use of the Software; and (c) Proven Works may take all necessary steps to disable the use of the Software by Licensee. Clauses 1, 4, 5 (to the extent of unpaid Licence Fees), 6.3 and 8 shall survive any termination of this Licence Agreement.##7. WARRANTIES, INDEMNITY AND LIABILITY##7.1 Proven Works warrants that the Licensee’s use of the Software in accordance with the terms of this Licence Agreement shall not infringe any third party intellectual property rights. In the event that any third party brings a claim against the Licensee that the use of the Software in accordance with the terms of this Licence infringes such third party’s intellectual property rights (“Claim”), Proven Works shall indemnify Licensee against any payments that Licensee has to make to such third party in respect of the Claim provided that:## (a) that that the Licensee gives prompt written notice to Proven Works of any such Claim and grants Proven Works the full authority to proceed as contemplated herein;## (b) that Proven Works has exclusive right to defend at its expense any such Claim and to make settlements thereof at its own discretion;## (c) Licensee does not settle or compromise any such Claim, except with the prior written consent of Proven Works; ## (d) Licensee gives such assistance and information as Proven Works may reasonably require in connection with the investigation, defence or settlement of such Claims.##7.2 Proven Works warrants that, on the Effective Date, the Software will operate on the Platform in accordance with the Documentation. The Licensee’s sole remedy for a breach of such warranty shall be limited to a refund of the initial Licence Fee provided always that Licencee notifies Proven Works of such breach of warranty within five (5) working days of the Effective Date. ##7.3 The Licensee hereby represents that it shall (i) comply with all applicable local and foreign laws and regulations which may govern the use of the Software, and (ii) use the Software only for lawful purposes and in accordance with the terms of this Licence Agreement.##7.4 THE WARRANTIES SET FORTH IN THIS CLAUSE 7 ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USE OF TRADE, ALL OF WHICH ARE HEREBY EXCLUDED AND DISCLAIMED.##7.5 LICENSEE’S SOLE REMEDY WITH RESPECT TO ANY CLAIMS ARISING OUT OF THIS LICENCE AGREEMENT SHALL BE LIMITED IN THE AGGREGATE TO THE MONIES PAID BY LICENSEE TO PROVEN WORKS UNDER THIS LICENCE AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. ##7.6 IN NO EVENT SHALL PROVEN WORKS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND GOODWILL, BUSINESS OR BUSINESS BENEFIT, OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS BY LICENSEE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, LICENSEE ACKNOWLEDGES THAT WHILST THE SOFTWARE MAY BE USED IN COMBINATION WITH THIRD PARTY SOFTWARE, PROVEN WORKS BEARS NO LIABILITY, HOWSOEVER ARISING, FOR ANY LOSS, DAMAGE OR COST THAT ARISES FROM A FAILURE OF THE SOFTWARE TO INTEGRATE WITH LICENSEE OR THIRD PARTY SOFTWARE. NOTWITHSTANDING ANY OTHER PROVISION HEREIN, PROVEN WORKS SHALL NOT BE LIABLE TO LICENSEE IN THE EVENT THAT THE SOFTWARE CEASES TO FUNCTION EITHER PARTLY OR IN ITS ENTIRETY DUE TO A AMENDMENT OR MODIFICATION TO THE PLATFORM, OR FOR ANY REASON OUTSIDE OF LICENSEES CONTROL. LICENSEE’S SOLE REMEDY, IN SUCH CIRCUMSTANCES, SHALL BE LIMITED TO TERMINATING THIS AGREEMENT BY NOTICE IN WRITING AND RECEIVING A PRO-RATED REFUND OF THE LICENCE FEES PAID IN ADVANCE FOR THE PERIOD AFTER THE DATE OF TERMINATION.##8. GENERAL##8.1 Licensee shall not assign this Licence Agreement, in whole or in part, without the written consent of Proven Works.##8.2 Licensee consents to the use by Proven Works of Licensee’s name in customer lists and other publicity, including interviews, case studies, and conference discussions, provided that such publicity accurately describes the nature of the relationship between Licensee and Proven Works. ##8.3 This Licence Agreement and its performance shall be governed by and construed in accordance with and the parties hereby submit to the exclusive jurisdiction of the laws of England and Wales.##8.4 Licensee agrees that because of the unique nature of the Software and Proven Works’ proprietary rights therein, a demonstrated breach of this Licence Agreement by Licensee would irreparably harm Proven Works and monetary damages would be inadequate compensation. Therefore, Licensee agrees that Proven Works shall be entitled to preliminary and permanent injunctive relief, as determined by any court of competent jurisdiction to enforce the provisions of this Licence Agreement.##8.5 If any provision of this Licence Agreement is declared void, illegal, or unenforceable, the remainder of this Licence Agreement will be valid and enforceable to the extent permitted by applicable law. In such event, the parties agree to use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision.##8.6 Any failure by any party to this Licence Agreement to enforce at any time any term or condition under this Licence Agreement will not be considered a waiver of that party’s right thereafter to enforce each and every term and condition of this Licence Agreement.##8.7 Neither party will be responsible for delays resulting from circumstances beyond the reasonable control of such party, provided that the nonperforming party uses reasonable efforts to avoid or remove such causes of nonperformance and continues performance hereunder with reasonable dispatch whenever such causes are removed.##8.8 Save for agreements evidenced in writing or by e-mail pursuant to clause 1.6 and 1.9, this Licence Agreement (i) constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior agreements, oral and written, made with respect to the subject matter hereof, and (ii) cannot be altered except by agreement in writing executed by an authorised representative of each party. No purchase order and/or standard terms of purchase provided by Licensee shall supersede this Licence Agreement.##8.9 Nothing in this Agreement shall give, directly or indirectly, any third party any enforceable benefit or any right of action against Proven Works and such third parties shall not be entitled to enforce any term of this Agreement against Proven Works.##If you have any questions regarding this Licence Agreement or if you wish to discuss the terms and conditions contained herein please contact Proven Works Limited using the contact details at www.provenworks.com or at Proven Works Limited, 127 Langley Hill, Tilehurst, Reading RG31 4EE.
