Aqxolt ERP for Retail, Manufacturing, Healthcare and Service Industry - Aqxolt

App Terms and Conditions

EULA NOTICE: READ THIS END-USER LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING, ACCESSING, COPYING OR USING THE APPLICATION ACCOMPANYING THIS AGREEMENT. CLICKING ON THE "I ACCEPT" BUTTON BELOW, OR IN ANY OTHER WAY INSTALLING, ACCESSING, COPYING OR USING THE APPLICATION, CREATES A LEGALLY ENFORCEABLE CONTRACT AND CONSTITUTES ACCEPTANCE OF ALL TERMS AND CONDITIONS OF THIS AGREEMENT WITHOUT MODIFICATION. RETURN: IF YOU ARE NOT AUTHORIZED TO ENTER INTO THIS AGREEMENT, OR IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN YOU MUST CLICK ON THE "CANCEL" BUTTON BELOW, AND YOU MUST NOT INSTALL, ACCESS, COPY OR USE THE APPLICATION, AND YOU MUST, WITHIN 3 DAYS, DELETE AND PERMANENTLY ERASE FROM ALL COMPUTER MEMORIES AND STORAGE MEDIA ALL COPIES OF THE APPLICATION AND DOCUMENTATION, AND TO OBTAIN A REFUND, YOU MUST NOTIFY LICENSOR IN WRITING THAT YOU HAVE COMPLIED WITH THE FOREGOING. Table of Contents 1 Table of Contents 3 1. DEFINITIONS 4 2. LICENSE 4 3. SUPPORT SERVICES 5 4. CONFIDENTIALITY 5 5. PROPRIETARY RIGHTS 5 6. WARRANTY DISCLAIMERS 6 7. LIMITATION OF LIABILITY 7 8. TERM AND TERMINATION 7 9. GENERAL PROVISIONS AND Salesforce.com - Platform Terms of Use For Platform Enterprise Edition OEM Services Subscription 7 This End-User License Agreement (the Agreement), effective as of the date you accept the terms hereof (unless returned as specified above, the Effective Date), is entered into between AQXOLT Ltd, incorporated in England & Wales, with an address at 2 Lansdowne Road Greater London, Croydon, CR9 2ER UK (Licensor) and Licensee. The parties agree as follows: 1. DEFINITIONS Documentation means the user guide, help information and/or other documentation provided by Licensor with the APPLICATION. Licensee means the User, together with the business or other entity for which the APPLICATION is obtained. APPLICATION means any Licensor AppExchange App (in object code) accompanying this Agreement. Updates means, if applicable, any patch, update or new version of the APPLICATION delivered to Licensee pursuant to the Support Services. User means you, the individual who accepts this Agreement, not any other person. 2. LICENSE 2.1 APPLICATION. Subject to all terms and conditions in this Agreement, Licensor grants Licensee a worldwide, perpetual nonexclusive, non-transferable (except as noted in Section 9.5), non-sublicense, non-suable right and license to have the user use the APPLICATION and Documentation without modification for the duration of the subscription. 2.2 Limitations. Each User may use a copy of the APPLICATION solely for Licensee\'s internal business purposes, and only on 1 Production Salesforce Instance. However, subject to the same use limitations and restrictions, User may install it on a Sandbox environment under his or her control, provided that is part/target of a single production Salesforce Instance. 2.3 License Control. The APPLICATION may contain code or require devices that detect or prevent unauthorized use of, or disable, the APPLICATION. 3. SUPPORT SERVICES 3.1 Support. Licensor will use commercially reasonable efforts to provide Licensee with APPLICATION maintenance and support in accordance with its standard practices (as amended from time to time, Support Services). Licensor shall have no obligation to support any version other than the then current and immediate 2 prior version. Licensee agrees that Licensor may charge in accordance with its then current policies for any support services resulting from (a) problems, errors or inquiries relating to any hardware, system, service or other APPLICATION except salesforce.com platform releases or (b) use of any unsupported version of the APPLICATION. 3.2 Updates. Licensor will provide Licensee with any Update that it makes generally available to its other licensees which have purchased the same level of support. Any Update delivered by Licensor shall be treated as APPLICATION for all purposes under this agreement. 4. CONFIDENTIALITY 4.1 Scope. The term Confidential Information means all trade secrets, know-how, APPLICATION and other financial, business or technical information of Licensor or any of its suppliers that is disclosed by or for Licensor in relation to this Agreement, but not including any information Licensee can demonstrate is (a) rightfully furnished to it without restriction by a third party without breach of any obligation to the Licensor, (b) generally available to the public without breach of this Agreement or (c) independently developed by it without reliance on such information. All APPLICATION and Documentation is Confidential Information. 4.2 Confidentiality. Except for the specific rights granted by this Agreement, Licensee shall not possess, use or disclose any Confidential Information without Licensor\'s prior written consent, and shall use reasonable care to protect the Confidential Information. Licensee shall be responsible for any breach of confidentiality by its employees. 5. PROPRIETARY RIGHTS 5.1 Restrictions. Licensee shall not (a) use any Confidential Information to create any APPLICATION or documentation that is similar to any APPLICATION or Documentation, (b) disassemble, decompile, reverse engineer or otherwise try to discover any source code or underlying structures, ideas or algorithms of the APPLICATION (except and only to the extent these restrictions are expressly prohibited by applicable statutory law), (c) encumber, lease, rent, loan, sublicense, transfer or distribute any APPLICATION, (d) copy, adapt, merge, create derivative works of, translate, localize, port or otherwise modify any APPLICATION or Documentation, (e) use the APPLICATION in an automated process, (f) use the APPLICATION, or allow the transfer, transmission, export or re-export of all or any part of the APPLICATION or any product thereof, in violation of any export control laws or regulations of the United Kingdom or any other relevant jurisdiction or (g) permit any third party to engage in any of the foregoing proscribed acts. Licensee shall not use the APPLICATION for the benefit of any third party (e.g., time-share or service bureau arrangement) without Licensor\'s prior written consent, at its discretion. 5.2 No Implied License. Except for the limited rights and license expressly granted hereunder, no other license is granted, no other use is permitted and Licensor (and its suppliers) shall retain all right, title and interest in and to the APPLICATION and Documentation (and all patent rights, copyright rights, trade secret rights and all other intellectual property and proprietary rights embodied therein). 5.3 Markings. Licensee shall not alter, obscure or remove any trademark, patent notice or other proprietary or legal notice displayed by or contained in any APPLICATION, Documentation or packaging. Each Party agrees to obtain the prior written consent of the other Party prior to the issuance of any press release, advertising or promotional material or other public disclosure regarding this Agreement or the relationship between Licensee and Licensor pursuant hereto. 5.4 Third Party APPLICATION. The APPLICATION may operate or interface with APPLICATION or other technology (In-Licensed Code) that is in-licensed from, and owned by, third parties (Third Party Licensors). Licensee agrees that (a) it will use In-Licensed Code in accordance with this Agreement and any other restrictions specified in the applicable license set forth or referenced in the Documentation, (b) no Third Party Licensor makes any representation or warranty to Licensee concerning the In-Licensed Code or APPLICATION and (c) no Third Party Licensor will have any obligation or liability to Licensee as a result of this Agreement or Licensee\'s use of the In-Licensed Code. 5.5 Copyright. Licensor represents and warrants hereunder the APPLCIATION shall not infringe upon any copyright, patent, trade secret, or other proprietary right, or misappropriate any trade secret, of any third party. 6. WARRANTY DISCLAIMERS The application and support services are provided "as is" without warranty of any kind. Licensor does not warrant that the application or support services will meet licensee\'s requirements or that they will be uninterrupted or error-free. To the fullest extent permitted by law, licensor hereby disclaims (for itself and its suppliers) all other warranties, whether express or implied, oral or written, with respect to the application and support services including, without limitation, all implied warranties of title, quiet enjoyment, integration, merchantability or fitness for any particular purpose and all warranties arising from any course of dealing, course of performance or usage of trade. 7. LIMITATION OF LIABILITY In no event shall licensor (or its suppliers) be liable concerning the subject matter of this agreement, regardless of the form of any claim or action (whether in contract, negligence, strict liability or otherwise), for any (a) matter beyond its reasonable control, (b) loss or inaccuracy of data, loss or interruption of use, or cost of procuring substitute technology, goods or support services, (c) indirect, punitive, incidental, reliance, special, exemplary or consequential damages including, but not limited to, loss of business, revenues, profits or goodwill, or (d) aggregate damages, in excess of the amount paid to licensor for the application or support service that gave rise to the claim during the prior 12-month period, even if licensor has been advised of the possibility of such damages. These limitations are independent from all other provisions of this agreement and shall apply notwithstanding the failure of any remedy provided herein. 8. TERM AND TERMINATION 8.1 Term. This Agreement shall commence on the Effective Date and continue in effect until terminated as provided herein. 8.2 Termination. Licensee may terminate this Agreement at any time for its convenience upon written notice to Licensor. This Agreement shall automatically terminate without further action by any party, immediately upon end of the Subscription Term or any material breach by Licensee of any limitation or restriction set forth in Section 2.2 or 5.1. 8.3 Effects of Termination. Upon termination of this Agreement for any reason, all rights, obligations and licenses of the parties hereunder shall cease, except that (a) all obligations that accrued prior to the effective date of termination and any remedies for breach of this Agreement shall survive any termination, (b) Licensee shall promptly return or destroy all APPLICATION and other tangible Confidential Information, and permanently erase all Confidential Information from any computer and storage media and (c) the provisions of Sections 4 (Confidentiality), 5 (Proprietary Rights), 6 (Warranty Disclaimers), 7 (Limitation of Liability), 9 (General Provisions) and this Section 8 shall also survive. 9. GENERAL PROVISIONS AND Salesforce.com - Platform Terms of Use For Platform Enterprise Edition OEM Services Subscription 9.1 Entire Agreement. This Agreement constitutes the entire agreement, and supersedes all prior negotiations, understandings or agreements (oral or written), between the parties about the subject matter of this Agreement. Terms set forth in Licensee\'s Purchase Order (or any similar document) that are in addition to or at variance with the terms of this Agreement are specifically waived by Licensee. All such terms are considered to be proposed material alterations of this Agreement and are hereby rejected. No waiver, consent or modification of this Agreement shall bind either party unless in writing and signed by the party against which enforcement is sought. The failure of either party to enforce its rights under this Agreement at any time for any period will not be construed as a waiver of such rights. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. 9.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to its conflicts of law provisions. 9.3 Remedies. Unless specifically provided otherwise, each right and remedy in this Agreement is in addition to any other right or remedy, at law or in equity. Licensee agrees that, in the event of any breach or threatened breach of Section 4 or 5, Licensor will suffer irreparable damage for which there is no adequate remedy at law. Accordingly, Licensor shall be entitled to injunctive and other equitable remedies to prevent or restrain such breach or threatened breach, without the necessity of posting any bond. 9.4 Notices. Any notice or communication hereunder shall be in writing and either personally delivered or sent via confirmed facsimile, recognized express delivery courier or certified or registered mail, prepaid and return receipt requested. Notices shall be delivered to the address specified by Licensee when the APPLICATION was ordered, or to the address above for Licensor, as the case may be, or at such other address designated in a subsequent notice. All notices shall be in English, effective upon receipt. 9.5 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicableOrderForm,(2) thisAgreement,and(3)theDocumentation. 9.6 Assignment. This Agreement and the rights and obligations hereunder are personal to Licensee, and may not be assigned or otherwise transferred, in whole or in part, without Licensor\'s prior written consent. Any attempt to do otherwise shall be void and of no effect. This Agreement shall be binding upon, and inure to the benefit of, the successors, representatives and permitted assigns of the parties. 9.7 Salesforce.com - Platform Terms of Use For Platform Enterprise Edition OEM Services Subscription "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 Aqxolt Ltd “Reseller Application Service means Aqxolt ERP MARK 7 and related products "Service" means the online, Web-based platform service provided by SFDC to Reseller in connection with Reseller’s provision of the Reseller Application Service to You. “SFDC CRM 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 these Platform Terms of Use as a result of a subscription to the Reseller Application Service 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 Service subject to the conditions of these Platform Terms of Use, 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 Service shall entitle one User to use the Service via the Reseller Application Service, subject to the terms of these Platform Terms of Use, 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 right to use the Service hereunder does not include a right to use the SFDC CRM Service except for those functionalities expressly described in the Help text within the Reseller Application Service. If you wish to use the SFDC CRM Service or any of its functionalities or services, visit www.salesforce.com to contract directly with SFDC for such services. In the event Your access to the Reseller Application Service provides You with access to the SFDC CRM Service generally or access to any SFDC CRM Service functionality within it that is in excess to the functionality described in the Reseller Application Service’s user guide and/or your Order Form with Your Reseller, 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 would be a material breach of this Agreement. (b) Notwithstanding any access You may have to the Service via the Reseller Application Service, Reseller is the sole provider of the Reseller Application Service 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 Service, SFDC has no obligation to provide the Reseller Application Service 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 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 Service. (d) You shall use the 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 Service available to any third party, other than to Users or as otherwise contemplated by these Platform Terms of Use; (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 Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks. (e) You shall not (i) modify, copy or create derivative works based on the Service; (ii) frame or mirror any content forming part of the Service, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the Service; or (iv) access the Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the 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 Service, the SFDC CRM Service, and/or the Reseller Application Service, including implementation, customization and other consulting services related to customers’ use of the Service and/or the SFDC CRM Service, and applications (both offline and online) that interoperate with the Service, SFDC CRM Service, and/or the Reseller Application Service, such as by exchanging data with the Service, the SFDC CRM Service, and/or the Reseller Application Service, or by offering additional functionality within the user interface of the Service, the SFDC CRM Service, and/or the Reseller Application Service through use of the Service and/or SFDC CRM 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 Service 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 Service, and any purchase by You of any product or service offered by such third-party provider, including but not limited to the Reseller Application Service, is solely between You and such third-party provider. In addition, from time to time, certain additional functionality (not defined as part of the 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 these Platform Terms of Use. 3. Proprietary Rights. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in these Platform Terms of Use. The Service is deemed SFDC confidential information, and You will not use it or disclose it to any third party except as permitted in this these Platform Terms of Use. 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 Service and/or the SFDC CRM Service. 6. Termination. Your use of the Service may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of this these Platform Terms of Use by You or any User, (b) the termination or expiration of Reseller’s agreement with SFDC pursuant to which Reseller is providing the Service as part of the Reseller Application Service to You, and/or (c) a breach by Reseller of its obligations to SFDC with respect to the rights it is providing to You in connection with this these Platform Terms of Use. 7. Subscriptions Non-Cancelable. Subscriptions for the Service are non-cancelable during a subscription term, unless otherwise specified in Your agreement with Reseller. 8. Data Storage. The Platform and SFDC Service include a certain cumulative amount of storage for no additional charge based on the aggregate number of User subscriptions You maintain. 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 SERVICE, THE SFDC CRM SERVICE, AND/OR THE RESELLER APPLICATION SERVICE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. SALESFORCE.COM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE RESELLER APPLICATION SERVICE. SALESFORCE.COM DOES NOT REPRESENT OR WARRANT THAT (A) THE RESELLER APPLICATION SERVICE WILL BE AVAILABLE, SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH THE SALESFORCE.COM SERVICE OR ANY OTHER APPLICATION, SOFTWARE, HARDWARE, SYSTEM OR DATA, (B) THE RESELLER APPLICATION SERVICE OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY DATA STORED USING THE RESELLER APPLICATION SERVICE WILL BE ACCURATE, RELIABLE, OR SECURE, (D) ERRORS OR DEFECTS IN RESELLER APPLICATION SERVICE OR THE SERVICE WILL BE CORRECTED, OR (E) THE RESELLER APPLICATION SERVICE OR THE SYSTEMS USED BY RESELLER TO MAKE RESELLER APPLICATION SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE IS PROVIDED STRICTLY ON AN "AS IS" BASIS. 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 SERVICE 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. Service features that interoperate with the Google programs and services depend on the continuing availability of applicable Google application programming interfaces (“APIs”) and programs for use with the Service. If Google Inc. ceases to make such APIs and/or programs available on reasonable terms for the Service, SFDC may cease providing such Service 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 this agreement solely as it relates to these Platform Terms of Use. As part of this ERP MARK 7 license agreement any Admin User subscriptions may be used by the Customer User only to configure and administer the ERP MARK 7 App. An Admin User subscription may not be used to access, distribute, or use any standard Salesforce CRM functionality. CRM functionality is defined as access to Salesforce.com CRM standard objects through standard tabs, related lists in custom tabs, through the SFDC web services API or through reports and dashboards. CRM standard objects include campaigns, leads, opportunities, cases, solutions and forecasts. Licenses sold by partners can only be used to access the partner’s app. End users can’t develop or extend apps by creating custom objects, but they can access additional apps as long as those apps are sold with an embedded license. https://developer.salesforce.com/docs/atlas.enus.packagingGuide.meta/packagingGuide/oem_user_license_comparison.htm SFDC may audit use of this User subscription through the SFDC Service. Should any audit reveal any unauthorized use of this User subscription, Customer agrees to pay to SFDC or Aqxolt, within thirty (30) days of SFDCs notice of the audit results the difference between the price charged by SFDC to Customer for the applicable User subscription and SFDCs then-current list price for the full-use version of the User subscription for all of the User subscriptions in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current subscription term (the “Prohibited Use Penalty”). Upon payment of the Prohibited Use Penalty, all User subscriptions showing unauthorized use will be converted into full-use subscriptions at SFDCs then-current list pricing for such full-use subscriptions for the remainder of the then current subscription term or subsequent terms during the Term of the Agreement. SALESFORCE.COM MSA ERP MARK 7 is developed on Salesforce.com cloud platform and the Licensee agrees and acknowledges the terms of Salesforce.com MSA http://www.sfdcstatic.com/assets/pdf/misc/salesforce_MSA.pdf 9.8 Independent Contractors. The parties shall be independent contractors under this Agreement, and nothing herein will constitute either party as the employer, employee, agent or representative of the other party, or both parties as joint ventures or partners for any purpose. 9.9 Basis of Bargain. Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations are material bargained-for bases of this agreement and that they have been taken into account by each party and reflected in determining the consideration to be given by each party hereunder and in the decision to enter into this agreement. 9.10 Acknowledgment. Licensee acknowledges that: (a) It has read and understands this Agreement (b) It has had an opportunity to have its legal counsel review this Agreement (c) This Agreement has the same force and effect as a signed agreement (d) Licensor requires identification of the User and Licensee before issuing this license (e) Issuance of this license does not constitute general publication of the APPLICATION or any other Confidential Information.