This End-User License Agreement ("EULA") is a legal agreement between you (either an individual or a single entity) ("Licensee") and Salytics, Inc. ("Licensor") for Salytics Salesforce Software products for use with SALESFORCE® (the "Salytics for Salesforce Software").
BY INSTALLING, COPYING, OR OTHERWISE USING THE SALYTICS FOR SALESFORCE SOFTWARE, LICENSEE AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS EULA. IF LICENSEE DOES NOT AGREE TO THE TERMS OF THIS EULA, LICENSEE MAY NOT INSTALL, COPY OR USE THE SALYTICS FOR SALESFORCE SOFTWARE.
SALYTICS SOFTWARE LICENSE AGREEMENT
GENERAL TERMS AND CONDITIONS
1. SALYTICS, SALESFORCE AND INTERNET SERVICE
Salytics for Salesforce Software provides added functionality for the Salesforce.com platform (“Salesforce”) developed by Licensor (“Salytics”). It may refer to any software packages developed and available on the Salesforce.com AppExchange. To use Salytics for Salesforce Software, Licensee must also obtain the approporiate license(s) for Salesforce and must also have active license(s) from Salytics. Licensee is solely responsible for complying with the Salesforce license agreement (provided separately by a third party) and the Salytics Terms and Conditions and paying all applicable fees for those products and services. This EULA or use of the Salytics for Salesforce Software does not confer ownership of or interest in Salesforce or Salytics.
The Salytics for Salesforce Software requires an Internet connection on the computers on which it is used, and will use such Internet connection to transmit and receive data to and from Salytics for Salesforce Software. Licensee is solely responsible for providing the Internet connection and paying all fees related to its use. Licensee is also solely responsible for complying with all rules and regulations of Licensee’s Internet Service Provider.
2. GRANT OF LICENSE
Subject to Licensee complying with this EULA, the Salytics Terms and Conditions and any agreements relating to Salesforce, Licensor hereby grants Licensee the following personal, non-exclusive, non-transferrable, limited rights:
2.1. Individual Use. Licensee may install and use the registered Salytics for Salesforce Software in conformance with the Salytics Terms and Conditions of Use, on any computer where Licensee is the sole user of the Salytics for Salesforce Software.
2.2. Shared Use. Licesnsee may install and use the registered Salytics for Salesforce Software on any number of shared or networked computers and allow it to be used by an unlimited number of persons so long as each such person has also agreed to be subject to the restrictions and obligations of Licensee under the EULA.
2.3. Open Source. Notwithstanding this Section 2, Licensee acknowledge that the Salytics for Salesforce Software includes or may include some software components that are licensed to Licensee under so-called “free software” or “open source” licenses which, among other rights, permit the user to copy, modify and redistribute certain programs, or portions thereof, and/or have access to the source code for such components (“Free Software Licenses”). To the extent required by any applicable Free Software License, the terms of such licenses will apply in lieu of the terms of Section 2 of this EULA. To the extent the terms of any Free Software License prohibit any of the restrictions in this EULA with respect to such components, such restrictions will not apply to such components.
Salytics for Salesforce Software is licensed, not sold or given away, even in such cases where Licensor does not charge any fee for its use. Licensor retains all rights to, title of and interest in the Salytics for Salesforce Software not expressly granted to Licensee under this EULA.
3. RESTRICTIONS, RESERVATIONS OF RIGHTS
3.1. No Reverse Engineering. Licensee may only use software components of Salytics for Salesforce Software in object code form. Licensee shall not disassemble, decompile or reverse engineer Salytics for Salesforce Software. Any information obtained in violation of this restriction shall be considered Licensor’s confidential and proprietary information. Licensee shall at all times safeguard and protect all of Licensor’s confidential and proprietary information pertaining to Salytics for Salesforce Software and Licensee hereby automatically and irrevocably assigns such confidential and proprietary information to Licensor.
3.2. No Sublicense Rights. Licensor reserves to itself and prohibits Licensee (directly or indirectly, in whole or in part) from loaning, renting, leasing, sublicensing or otherwise distributing or operating Salytics for Salesforce Software to or for the benefit of any third party, and from altering, adapting, translating or preparing any derivative work of Salytics for Salesforce Software..
4. COPYRIGHT AND TRADEMARKS
Salytics for Salesforce Software is protected by Canadian copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. Making unauthorized copies of Salytics for Salesforce Software, in whole or in part, is prohibited by law. No part of Salytics for Salesforce Software may be disassembled, reverse engineered or translated into any human or computer language without prior written permission of Licensor.
Salytics for Salesforce Software may contain or use one or more trademarks and/or service marks of Licensor and third parties (the "Marks"). Licensor does not grant, and use of Salytics for Salesforce Software does not convey, any rights to these Marks to Licensee. Licensee shall not use any Mark without the express written permission of its owner.
Licensee shall ensure that all Marks, notices or legends pertaining to the origin, identity or ownership of Salytics for Salesforce Software remain intact, clearly legible and in their original form.
5. NO OBLIGATION TO SUPPORT
Licensor shall provide no maintenance or installation services of any kind, error corrections, bug fixes, patches, updates or other modifications hereunder. In the event that Licensor, in its sole discretion, provides updates, error corrections, bug fixes, patches or other modifications to Salytics for Salesforce Software to Licensee ("Salytics for Salesforce Software Updates"), the Salytics for Salesforce Software Updates will be considered part of the Salytics for Salesforce Software, and subject to the terms and conditions of this EULA.
6. NO WARRANTY
SALYTICS FOR SALESFORCE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF SALYTICS FOR SALESFORCE SOFTWARE IS BORNE BY LICENSEE. SHOULD SALYTICS FOR SALESFORCE SOFTWARE PROVE DEFECTIVE IN ANY RESPECT, LICENSEE AND NOT LICENSOR OR ITS SUPPLIERS ASSUMES THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS EULA. NO USE OF SALYTICS FOR SALESFORCE SOFTWARE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
7. LIMITATION OF LIABILITY
THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THIS SOFTWARE REMAINS WITH LICENSEE. IN NO EVENT SHALL LICENSOR OR ANY OF ITS SUPPLIERS BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, DIRECT, INCIDENTAL OR INDIRECT DAMAGES, OR OTHER ECONOMIC OR CONSEQUENTIAL DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS INCLUDES DAMAGES INCURRED BY LICENSEE, LICENSEE´S CUSTOMERS AND ANY THIRD PARTY.
IN NO EVENT SHALL LICENSOR´S OR ITS SUPPLIERS´ LIABILITY UNDER THIS EULA EXCEED THE SUM OF ANY AMOUNTS PAID HEREUNDER BY LICENSEE TO LICENSOR OR ITS SUPPLIER FOR THE LICENSE TO USE SALYTICS FOR SALESFORCE SOFTWARE. IF NO FEE WAS PAID BY LICENSEE TO LICENSOR FOR USE OF SALYTICS FOR SALESFORCE SOFTWARE, THEN LICENSOR´S LIABILITY UNDER THIS EULA SHALL BE ZERO.
LICENSOR´S ENTIRE LIABILITY AND LICENSEE´S EXCLUSIVE REMEDY FOR ANY CLAIM LICENSEE MAY HAVE AGAINST LICENSOR SHALL BE RETURN OF AMOUNTS PAID (IF ANY) FOR SALYTICS FOR SALESFORCE SOFTWARE LICENSES AGAINST WHICH A CLAIM IS BEING MADE.
8. TERM AND TERMINATION
This EULA shall continue in full force and effect in perpetuity, unless terminated earlier in accordance with this or another Section of this EULA. This EULA shall automatically terminate if Licensee breaches any provision of this EULA. Licensor may terminate this EULA at any time at Licensor’s election, without cost or obligation to Licensee.
Termination of this EULA shall terminate Licensee’s right to possess or use Salytics for Salesforce Software. Upon termination for any reason, Licensee shall destroy the original copy and all subsequent copies of Salytics for Salesforce Software and cease all further use of it.
Licensee agrees that legal remedies alone provide inadequate protection of Licensor’s intellectual property rights in Salytics for Salesforce Software and that, in addition to other relief, Licensor may obtain temporary and permanent injunctions to enforce those rights.
9. GENERAL
9.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and supercedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the parties and there are no warranties, representations or other agreements between the parties in connection with its subject matter except as specifically set forth in this Agreement. No supplement, modification, amendment or waiver of this Agreement shall be binding unless executed in writing by both of the parties.
9.2. Force Majeure. Neither party shall be liable to the other for failure to perform its obligations hereunder (except the payment of sums due by one party to another under this Agreement) to the extent caused by an event beyond the reasonable control of such party, including, without limitation, government regulations or orders, outbreak of a state of emergency, acts of God, war, warlike hostilities, civil commotion, riots, epidemics, fire, strikes, lockouts, or any other similar cause or causes, provided that such party promptly notifies the other in writing of such occurrence and makes its best efforts to promptly eliminate the effect thereof.
9.3. Notices. Any notice or other communication given by either party to the other regarding this Agreement shall be deemed given and served when personally delivered, or five (5) business days after sent by reputable international courier requiring signature for receipt, addressed to the party at its notice address. Either party may change its notice address by written notice to the other. The Client’s notice address shall be its address appearing on the Signature Page. Salytics’s notice address shall be:
Salytics Inc.
1506-152 Saint Patrick Street
Toronto, ON M5T 3J9
9.4. Governing Law. This Agreement shall be governed by and construed in Accordance with the law in force in the Province of Ontario and shall be treated in all respects as an Ontario contract. The parties submit to the jurisdiction of the Courts of Ontario with respect to any dispute, claim or other matter arising under this Agreement and the Courts of Ontario shall have exclusive jurisdiction with respect to any such dispute, claim or other matter.
9.5. Assignment. Licensee may not assign all or any part of its rights or obligations under this EULA to any third party without Licensor’s prior written consent, which Licensor may withhold in its sole discretion. An assignment of the EULA in violation of this Section 11 shall be void and shall immediately terminate all of Licensee’s rights under this EULA.
9.6. Severability. If any provision of this Agreement, or any part thereof, is determined to be invalid or unenforceable in whole or in part, such provision, or part thereof, shall be replaced by an interpretation in conformity with the law which comes closest to effecting the parties original intention and if such is not possible such invalidity or unenforceability shall attach only to such offending provision, or part thereof, and everything else in this Agreement shall continue in full force and effect.
9.7. Survival. Sections 3, 6, 7, 8 and 9 shall survive any termination, expiration, or non-renewal of this Agreement.
