IMPORTANT – READ AND AGREE TO BEFORE INSTALLING OR USING THE CLOUDPOND SOFTWARE by STARPOND SOFTWARE PTY LTD. Cloudpond Offerings in the AppExchange ####This End-User License Agreement (“EULA”) is a binding legal agreement between you and Cloudpond Software by Starpond Software Pty Ltd. (the “Company” or “Cloudpond Software & Starpond Software”) for the Software being distributed with this EULA. As used in this EULA, the term “Software” shall include internet-based and other services provided by the Company, any systems, servers, devices or other items related to such Company services, any browser extensions distributed by the Company, any website “widgets” distributed by the Company which integrate software functionality or limited portions thereof into user websites, and any patches, updates, modified versions, service packs and upgrades which may be provided by the Company from time to time. This also includes Salesforce AppExchange Apps or Components licensed by Cloudpond / Starpond Software Pty Ltd.####BY INSTALLING, COPYING OR USING THE SOFTWARE OR ANY PORTION(S) THEREOF, YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ AND UNDERSTOOD THE TERMS OF THIS EULA AND AGREE TO BE LEGALLY BOUND BY THE TERMS OF THIS EULA. IF YOU SELECT “CANCEL,” THE INSTALLATION PROCESS WILL NOT PROCEED. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL, COPY OR USE THE SOFTWARE ON ANY DEVICE.####FURTHERMORE, BY ACCEPTING THE TERMS OF THIS EULA, YOU HEREBY (1) WAIVE 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 MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND (2) YOU HEREBY ACKNOWLEDGE THAT YOU ARE FAMILIAR WITH AND AGREE TO THE TERMS OF THE COMPANY’S PRIVACY POLICY AVAILABLE AT www.Cloudpond.com/privacy, WHICH PRIVACY POLICY IS REPLICATED BELOW AND INCORPORATED AS AN INTEGRAL PART OF THIS EULA.####IF YOU ARE NOT THE END USER AND ARE INSTALLING THIS SOFTWARE ON ANY DEVICE ON BEHALF OF THE END USER, YOU WARRANT AND REPRESENT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF THE END USER AND TO ACCEPT AND BIND THE END USER TO THE TERMS OF THIS EULA, AND YOU FURTHER AGREE THAT YOU (AND YOUR COMPANY, IF APPLICABLE) SHALL BE LEGALLY OBLIGATED TO FULLY INDEMNIFY, DEFEND AND HOLD HARMLESS THE COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS, AND ANY OTHER SERVICE PROVIDER THAT FURNISHES SERVICES TO YOU IN CONNECTION WITH THE SOFTWARE, FROM AND AGAINST ANY AND ALL CLAIMS, LOSSES, DAMAGES AND EXPENSE (INCLUDING ATTORNEYS’ FEES) ARISING FROM OR RELATED TO THE COMPANY’S PROVISION OF THE SOFTWARE AND RELATED SERVICES.####GRANT OF LICENSE####Subject to your full compliance at all times with the terms and conditions set forth in this EULA and upon receipt of a license payment the Company grants you a limited, personal, non-commercial (unless otherwise agreed in writing by the Company), non-exclusive, non-transferable license to:####download, install and use a single copy of or a Licensed bundle of the Software on a storage device of a personal computer or mobile device such as a phone or tablet (each, a “Device”) for the sole purpose of personally using the Software for services provided by Company (the “Services”), and for the purposes for which the Software and the Services are provided to you by the Company (the “Purposes”);##LICENSE EXCLUSIONS AND RESTRICTIONS####The following exclusions and restrictions shall apply at all times to your use of the Software and/or the Services:####You may not grant access to your account to any other person or entity;##You may not make any use of the Software in whole or in part that is not expressly permitted by the terms of this EULA;##You may not translate, reverse engineer, decompile, disassemble or hack the Software or any part thereof;##You may not create, distribute or disseminate any obscene or scandalous work, as defined by any applicable law at the time the work is created, using the Software;##You may not use any of the Software or the Services in any manner that will or could damage, disable, overburden or impair the Services or that will or could interfere with any other party’s use and enjoyment of the Services; and##You may not attempt to gain unauthorized access to any service, account, computer systems or computer networks associated with the Services.##Any information derived from any of these above-described activities constitutes confidential information of the Company, and the Company shall retain all rights therein.####You acknowledge and agree to use the Services solely for the Purposes.####AVAILABILITY OF SERVICES####The Company does not warrant that the Cloudpond Software will be available 24 hours per day, 7 days per week. If your access to the Services is suspended or interrupted or a fault or defect occurs which prevents your access to the Services, the Company will attempt to restore access to the Services (to the extent determined solely by the Company in its discretion). The Company will have no liability to you for the unavailability of the Services at any time. In addition, the Company reserves the right, in its sole discretion, at any time and without prior notice, to refuse access to the Services to any individual, company, network, institution or other entity in violation of the terms of this EULA, or to cease providing the Services in whole or in part.####The Software and Services are designed to work with current standard software and operating systems, browsers and current versions of Salesforce and Amazon AWS S3 storage system. In the event you install or update any software or operating systems there is no assurance that the Software or Services you purchased will work as intended (or at all) with such software or operating systems. In such case the Company may provide you with an option to an updated version of the Software and/or pay an additional fee in order to be able to use the Services with such software or operating systems. In any event you will not have any claims or demands against the Company in connection with the Software or Services you purchased not working as intended (or at all) with such software or operating systems.####PROPRIETARY RIGHTS####The Software and the Services are protected by copyright and other intellectual property laws and international treaties. The Software and the Services are licensed and not sold, and you will acquire no ownership rights of any kind or nature whatsoever in the Software and the Services.####The Company (or its third party providers, if any) reserves all rights, including proprietary rights, not expressly and specifically granted to you in this EULA. Without limiting the foregoing, the Company (or its third party providers, if any) retains all title, right, and interest in and to the Software, the Services, and all documentation, translations, enhancements, improvements or other modifications made to or derived from the Software, including all patches, revisions, service packs and other updates. The proprietary rights reserved hereby include, without limitation, all patents, patent applications, copyrights, trademarks, service marks, know-how, source codes and any and all other applicable intellectual property rights and interests in and to the Software, the Services and all documentation, translations, enhancements, improvements or other modifications made to or derived therefrom.####All Cloudpond Software users must agree to the above before installing or using Cloudpond software.
