Docurated is a sales enablement platform that lets reps find, customize and share content, while empowering marketing to measure content effectiveness and revenue contribution. Guided selling recommends the best content for each selling scenario.
TERMS AND CONDITIONS<BR>1. ACCESS RIGHTS; RESTRICTIONS<BR>1.1 Access. Subject to Customer’s compliance with the terms<BR>and conditions of this Agreement, CFTG hereby agrees that<BR>Customer has the right to access and use the services<BR>specified in the attached Order Form (collectively, the<BR>“Service”) during the term of this Agreement for the internal<BR>business purposes of Customer only as provided herein and<BR>only in accordance with CFTG’s applicable user documentation<BR>(or other CFTG-provided written instructions). For clarity, the<BR>Service is hosted by CFTG.<BR>1.2 Restrictions. Customer will not (and will not allow any<BR>third party to): (i) reverse engineer, decompile, disassemble, or<BR>otherwise attempt to discover the source code, object code, or<BR>underlying structure, ideas, or algorithms of the Service; (ii)<BR>modify, translate, or create derivative works based on the<BR>Service; (iii) copy, rent, lease, distribute, pledge, assign, or<BR>otherwise transfer or encumber rights to the Service; (iv) use<BR>the Service for timesharing or service bureau purposes or<BR>otherwise for the benefit of a third party; (v) remove or<BR>otherwise alter any proprietary notices or labels from the<BR>Service or any portion thereof, or (vi) use any data or<BR>information provided via the Service for any purpose other than<BR>the Customer’s internal use as authorized hereunder (for<BR>example, Customer shall not sell or otherwise dispose of such<BR>information/data – or use it to create any product or service).<BR>Customer will use the Service only in compliance with (i) the<BR>Order Form, (ii) the rights granted hereunder, and (iii) in<BR>accordance with all applicable laws and regulations.<BR>1.3 Ownership. Except for the rights expressly granted under<BR>this Section 1, CFTG retains all right, title, and interest in and<BR>to the Service (and all data, software, products, works, and<BR>other intellectual property created, used, or provided by CFTG<BR>for the purposes of this Agreement). To the extent Customer<BR>provides CFTG with any feedback relating to the Service<BR>(including, without limitation, feedback related to usability,<BR>performance, interactivity, bug reports and test results)<BR>(“Feedback”), CFTG shall own all right, title and interest in and<BR>to such Feedback (and Customer hereby makes all<BR>assignments necessary to achieve such ownership).<BR><BR>2. PAYMENT OF FEES<BR>Customer will pay CFTG the fees for the Service as set forth in<BR>the Order Form (“Fees”). Unless otherwise specified in the<BR>Order Form, all Fees will be invoiced in advance and all<BR>invoices issued under this Agreement are payable in U.S.<BR>dollars within thirty (30) days from date of invoice. For any<BR>Service for which fees are billed in arrears, CFTG will invoice<BR>Customer following completion of the Service. Unpaid invoices<BR>are subject to a finance charge of 1.5% per month or the<BR>maximum permitted by law, whichever is lower, plus all<BR>expenses of collection. Customer shall be responsible for all<BR>(i) taxes associated with Service other than taxes based on<BR>CFTG’s net income, and (ii) CFTG’s costs of collection in the<BR>event of Customer’s delinquent payment. All Fees paid are<BR>non-refundable (except as otherwise expressly set forth in the<BR>Order Form) and not subject to set-off.<BR><BR>3. TERM; TERMINATION<BR>Subject to earlier termination as provided below, this<BR>Agreement shall commence on the Effective Date and continue<BR>for the initial subscription period specified in the Order Form;<BR>thereafter this Agreement will automatically renew for<BR>consecutive periods each equal in length to the initial<BR>subscription period (unless either party provides the other party<BR>with written notice of non-renewal at least thirty (30) days prior<BR>to the end of the then current period). Either party may<BR>terminate this Agreement in the event the other party materially<BR>breaches this Agreement and fails to cure such breach within<BR>thirty (30) days (ten (10) days in the case of non-payment)<BR>from receipt of written notice thereof. Upon termination of this<BR>Agreement, all rights granted herein to Customer will terminate<BR>and Customer will make no further use of the Services. The<BR>following provisions will survive termination of this Agreement:<BR>Sections 1.2, 1.3, 2, 3, 4, 5, 6, 7, and 8.<BR><BR>4. CONFIDENTIALITY<BR>During the term of this Agreement, each party (a “Disclosing<BR>Party”) may provide the other party (a “Receiving Party”) with<BR>confidential and/or proprietary materials and information<BR>(“Confidential Information”). All materials and information<BR>provided by Disclosing Party to Receiving Party and identified<BR>at the time of disclosure as “Confidential” or bearing a similar<BR>legend, and all other information that the Receiving Party<BR>reasonably should have known was the Confidential<BR>Information of the Disclosing Party, shall be considered<BR>Confidential Information; for the avoidance of doubt, the<BR>Service and terms of this Agreement are Confidential<BR>Information of CFTG. Receiving Party shall maintain the<BR>confidentiality of the Confidential Information and will not<BR>disclose such information to any third party without the prior<BR>written consent of Disclosing Party. Receiving Party will only<BR>use the Confidential Information internally for the purposes<BR>contemplated hereunder. The obligations in this Section 4<BR>shall not apply to any information that: (i) is made generally<BR>available to the public without breach of this Agreement, (ii) is<BR>developed by the Receiving Party independently from the<BR>Disclosing Party’s Confidential Information, (iii) is disclosed to<BR>Receiving Party by a third party without restriction, or (iv) was<BR>in the Receiving Party’s lawful possession prior to the<BR>disclosure to the Receiving Party and was not obtained by the<BR>Receiving Party either directly or indirectly from the Disclosing<BR>Party. Receiving Party may disclose Confidential Information<BR>as required by law or court order; provided that, Receiving<BR>Party provides Disclosing Party with prompt written notice<BR>thereof and uses its best efforts to limit disclosure. At any<BR>time, upon Disclosing Party’s request, Receiving Party shall<BR>return to Disclosing Party all Disclosing Party’s Confidential<BR>Information in its possession, including, without limitation, all<BR>copies and extracts thereof. Notwithstanding the foregoing, (a)<BR>Receiving Party may disclose Confidential Information to any<BR>third-party to the limited extent necessary to exercise its rights,<BR>or perform its obligations, under this Agreement; provided that,<BR>all such third parties are bound in writing by obligations of<BR>confidentiality and non-use at least as protective of the<BR>Disclosing Party’s Confidential Information as this Agreement<BR>and (b) all Feedback shall be solely CFTG’s “Confidential<BR>Information.”<BR><BR>5. WARRANTY; DISCLAIMER<BR>CFTG warrants that it will use commercially reasonable efforts<BR>to (i) ensure the Service is available on a 24/7 basis, and (ii)<BR>promptly correct all verifiable defects in the Service of which<BR>CFTG is aware. EXCEPT AS EXPRESSLY SET FROTH IN<BR>THIS SECTION 5, CFTG DISCLAIMS ALL WARRANTIES, <BR>EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,<BR>WARRANTIES OF MERCHANTABILITY, FITNESS FOR A<BR>PARTICULAR PURPOSE, AND NONINFRINGEMENT. CFTG<BR>DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS<BR>THAT MAY BE OBTAINED FROM USE OF THE SERVICE.<BR><BR>6. LIMITATION OF LIABILITY<BR>NOTWITHSTANDING ANYTHING TO THE CONTRARY,<BR>EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER<BR>PARTY, SHALL BE LIABLE WITH RESPECT TO ANY<BR>SUBJECT MATTER OF THIS AGREEMENT, UNDER ANY<BR>LEGAL OR EQUITABLE THEORY, FOR ANY: (A) ERROR OR<BR>INTERRUPTION OF USE, LOSS OR INACCURACY OR<BR>CORRUPTION OF DATA, THE COST OF PROCUREMENT<BR>OF SUBSTITUTE GOODS, SERVICE, OR TECHNOLOGY,<BR>OR LOSS OF BUSINESS; (B) INDIRECT, EXEMPLARY,<BR>INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES,<BR>EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE<BR>POSSIBILITY OF SUCH LOSS OR DAMAGE; (C) MATTERS<BR>BEYOND SUCH PARTY’S REASONABLE CONTROL; OR (D)<BR>AMOUNTS IN THE AGGREGATE THAT EXCEED THE FEES<BR>PAID BY CUSTOMER TO CFTG DURING THE SIX (6)<BR>MONTH PERIOD PRIOR TO THE DATE THE CAUSE OF<BR>ACTION ACCRUES (PROVIDED THAT, IF NO FEES ARE<BR>PAID, SUCH AMOUNTS SHALL BE LIMITED TO<BR>US$1,000.00). THE LIMITATIONS ON LIABILITY CONTAINS<BR>HEREIN SHALL NOT APPLY TO BREACH(ES) OF<BR>SECTIONS 1.2 OR 4.<BR><BR>7. NON-SOLICITATION<BR>Until one (1) year after termination of this Agreement,<BR>Customer will not encourage or solicit any employee or<BR>consultant of CFTG to leave CFTG for any reason.<BR><BR>8. MISCELLANEOUS<BR>The parties will comply with the additional term and conditions<BR>(if any) set forth in the Order Form. If any provision of this<BR>Agreement is found to be unenforceable or invalid, that<BR>provision will be limited or eliminated to the minimum extent<BR>necessary so that this Agreement will otherwise remain in full<BR>force and effect and enforceable. This Agreement is not<BR>assignable or transferable by a party except with the other<BR>party’s prior written consent; provided that, a party may<BR>transfer and assign its rights and obligations under this<BR>Agreement without consent to a successor to all or<BR>substantially all of its assets or business to which this<BR>Agreement relates. This Agreement is the complete and<BR>exclusive statement of the mutual understanding of the parties<BR>and supersedes and cancels all previous written and oral<BR>agreements, communications, and other understandings<BR>relating to the subject matter of this Agreement, and all waivers<BR>and modifications must be in a writing signed by both parties,<BR>except as otherwise provided herein. No agency, partnership,<BR>joint venture, or employment is created as a result of this<BR>Agreement, and Customer does not have any authority of any<BR>kind to bind CFTG in any respect whatsoever. Any notices in<BR>connection with this Agreement will be in writing and sent by<BR>first class US mail, confirmed facsimile or major commercial<BR>rapid delivery courier service to the address specified on the<BR>Order Form (or such other address as may be properly<BR>specified by written notice hereunder). Email notice shall<BR>authorized to the extent set forth herein. This Agreement shall<BR>be governed by the laws of the State of California, without<BR>regard to the conflict of law provisions thereof. Except for<BR>claims for injunctive or equitable relief or claims regarding<BR>intellectual property rights (which may be brought in any<BR>competent court), any dispute arising under this Agreement<BR>shall be finally settled in accordance with the Comprehensive<BR>Arbitration Rules of the Judicial Arbitration and Mediation<BR>Service, Inc. (“JAMS”) by three arbitrators appointed in<BR>accordance with such Rules. The arbitration shall take place in<BR>Santa Clara, California, USA, in the English language and the<BR>arbitral decision may be enforced in any court. With respect to<BR>all disputes arising in relation to this Agreement, but subject to<BR>the preceding arbitration provision, the parties consent to<BR>exclusive jurisdiction and venue in the state and Federal courts<BR>located in San Francisco, California. The prevailing party in<BR>any action or proceeding to enforce this Agreement will be<BR>entitled to recover costs and attorneys’ fees.