Asperato ONE for Salesforce License
PLEASE READ THESE LICENCE TERMS CAREFULLY
Last update: November 2019
THIS IS A TRIAL LICENCE WHICH WILL EXPIRE (UNLESS EARLIER TERMINATED BY US OR EXTENDED FOR A FIXED PERIOD(S) ON THE SAME TERMS AS MUTUALLY AGREED IN WRITING ) 90 DAYS AFTER YOU FIRST ENABLE USE OF OUR APP IN SALESFORCE . SUPPORT IS DISCRETIONARY . WHEN USING OUR APP YOU MUST ONLY USE GENERIC/DUMMY DATA .YOU MUST NOT USE OUR APP OR SERVICE FOR ANY ACTUAL /LIVE COMMERCIAL OR BUSINESS PURPOSE AND YOU MUST NOT USE REAL CUSTOMER DATA .
IF YOU ENABLE THE USE OF OUR APP (AS DEFINED BELOW) IN SALESFORCE YOU AGREE TO THESE TERMS WHICH WILL BIND YOU.
AppExchange means the online directory of on-demand applications located at http://www.appexchange.com or at any successor websites.
Salesforce means the online, Web-based platform service provided by Salesforce.com and or Salesforce.Com as the context permits.
IF YOU DO NOT AGREE TO THESE TERMS DO NOT USE OUR APP OR OUR SERVICE .
IF YOU ARE USING OUR APP AND/OR SERVICE ON BEHALF OF ANY OTHER ENTITY ( COMPANY , PARTNERSHIP , EMPLOYER ETC) THEN YOU REFERS EQUALLY TO SUCH ENTITY. YOU WARRANT THAT YOU ARE AUTHORISED TO BIND SUCH ENTITY TO THESE TERMS.IF YOU DO NOT HAVE SUCH AUTHORITY DO NOT USE OUR APP OR SERVICE.
OUR APP AND/OR SERVICE IS DESIGNED AND INTENDED TO BE USED BY COMMERCIAL/BUSINESS CUSTOMERS. IF YOU ARE NOT UNDERTAKING A TRIAL OF OUR APP AND/OR SERVICE FOR BUSINESS PURPOSES THEN YOU ARE A CONSUMER AND THIS APP AND/OR SERVICE IS NOT INTENDED FOR YOUR USE ..
WHO WE ARE AND WHAT THIS AGREEMENT DOES
We PAYONOMY LIMITED, Company number 05776010 of 4th Floor 7-10 Chandos Street, Cavendish Square, London, W1G 9DQ. Trading as ASPERATO PAYMENT SYSTEMS . LICENCE YOU TO USE WITHIN SALESFORCE ON A 90 DAY TRIAL BASIS:
Our Asperato ONE payment application software and the data supplied with the software (App) and any updates or supplements to it.
The related online documentation (Documentation).
The processes provided by our App which are designed to integrate/facilitate payments via third party payment service providers from within Salesforce ( but excluding the operations of the third- party payment service providers and/or Salesforce with whom you must contract directly) (Service)
SEE BELOW FOR MORE DETAILED /ADDITIONAL TERMS OF USE WHICH YOU ARE DEEMED TO AGREE.
IF YOU ARE IMPRESSED BY OUR APP AND WISH TO USE IT IN A LIVE COMMERCIAL ENVIRONMENT, YOU MUST CONTACT [sales@asperato.com] AND ARRANGE TO PURCHASE A FULL COMMERCIAL LICENSE. OUR STANDARD COMMERCIAL LICENCE TERMS AND CONDITIONS OF SERVICE (AS AMENDED FROM TIME TO TIME) ARE AVAILABLE AT [www.asperato.com/licence] WILL APPLY TO ANY COMMERCIAL LICENCE OR SERVICES PURCHASED. UNTIL SUCH TIME AS YOU PURCHASE A FULL COMMERCIAL LICENCE THESE TRIAL TERMS APPLY AND YOUR USE IS RESTRICTED TO TRIAL PURPOSES.
DATA PROCESSING /PRIVACY
In providing our Service we may process personal data of your customers (which may constitute personal data ) . It is agreed that for data processing purposes we are the data processor and/or sub-processor and you are the data controller and your customers are the data subjects . Under data protection legislation, we are required to provide you with details of how we will process/sub-process personal data. This information is provided in https://docs.google.com/document/d/1U9u5V4k8EHquH0h7C75l6erZlrz1-cgxORgoLJBLAjU/edit?usp=sharing
and it is important that you read that information.
SALESFORCE AND PAYMENT PROVIDER TERMS ALSO APPLY
The ways in which you can use our App and/or Documentation and/or Service may also be controlled by Salesforce’s rules and policies( See Salesforce terms: https://www.salesforce.com/company/legal/agreements/) and/or the rules and policies of your third party payments provider(s).
If Salesforce and/or your third party payment provider(s) have secured additional rights and benefits/exclusions which are capable of enforcement by us, then we may enforce /enjoy the same . In all other respects these Terms prevail and dictate and govern the relationship between You and us.
SUPPORT FOR OUR APP AND HOW TO TELL US ABOUT PROBLEMS
Support. If you want to learn more about our App or our Service or have any problems using them, please take a look at our support resources at [https://payonomy.freshdesk.com/support/home](support is discretionary for trial users)
Contacting us (including with complaints). If you think our App or our Service are faulty or misdescribed or wish to contact us for any other reason, please email our customer service team at [support@asperato.com] .
How we will communicate with you. If we have to contact you, we will do so by email or by pre-paid post, using the contact details you have provided to us.
DETAILED/ADDITIONAL LICENCE TERMS :You agree that you will:
not rent, lease, sub-license, loan, provide, or otherwise make available, our App or our Services in any form, in whole or in part to any person without prior written consent from us;
not copy our App, Documentation or Services, except as part of normal use of our App or where it is necessary for the purpose of back-up or operational security;
not translate, merge, adapt, vary, alter or modify, the whole or any part of our App, Documentation or Services nor permit our App or our Services or any part of them to be combined with, or become incorporated in, any other programs, except as necessary to use our App and our Services on devices as permitted in these terms;
not disassemble, de-compile, reverse engineer or create derivative works based on the whole or any part of our App or our Services nor attempt to do any such things, except to the extent that (by virtue of sections 50B and 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are necessary to decompile our App to obtain the information necessary to create an independent program that can be operated with our App or with another program (Permitted Objective), and provided that the information obtained by you during such activities:
is not disclosed or communicated without Our prior written consent to any third party to whom it is not necessary to disclose or communicate it in order to achieve the Permitted Objective; and
is not used to create any software that is substantially similar in its expression to our App;
is kept secure; and
is used only for the Permitted Objective;
comply with all applicable technology control or export laws and regulations that apply to the technology used or supported by our App or any Service.
ACCEPTABLE USE RESTRICTIONS
You must:
not use our App or any Service in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with these terms, or act fraudulently or maliciously, for example, by hacking into or inserting malicious code, such as viruses, or harmful data, into our App, any Service or any operating system;
not infringe our intellectual property rights or those of any third party in relation to your use of our App or any Service[, including by the submission of any material] (to the extent that such use is not licensed by these terms);
not transmit any material that is defamatory, offensive or otherwise objectionable in relation to your use of our App or any Service;
not use our App or any Service in a way that could damage, disable, overburden, impair or compromise our systems or security or interfere with other users; and
not collect or harvest any information or data from any Service or our systems or attempt to decipher any transmissions to or from the servers running any Service.
YOU MAY NOT TRANSFER OUR APP TO SOMEONE ELSE
We are giving you the right to use our App and our Service as set out above. You may not otherwise transfer our App or our Service to someone else, whether for money, for anything else or for free.
CHANGES TO THESE TERMS
We may need to change these terms to reflect changes in law or best practice or to deal with additional features which we introduce .
We will give you notice of any change by sending you an email with details of the change or notifying you of a change when you next start our App.
If you do not accept the notified changes you will not be permitted to continue to use our App and our Service.
UPDATE TO OUR APP AND CHANGES TO OUR SERVICE
From time to time we may automatically update our App and change our Service to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update our App for these reasons.
If you choose not to use such updates or if you opt out of automatic updates you may not be able to continue using our App and our Services and we reserve the right not to offer support on out of date versions .
WE ARE NOT RESPONSIBLE FOR OTHER WEBSITES OR SERVICES YOU LINK TO
When setting up our APP for your use , you will be asked to link our App to your accounts with certain payment processors with whom you already have a direct contractual relationship . You will also be asked to link our App to your account with Salesforce with whom you already have a direct contractual relationship. You accept that in using our App and/or Service you are merely facilitating your own access to and use of the services of such payment processors and/or Salesforce. All such parties are independent third parties and we accept no liability in respect of their actions or omissions .We have not checked and are not responsible for their respective privacy policies (if any).
INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in our App, our Documentation and our Services throughout the world belong to us (or our licensors) and the rights in our App and our Services are licensed (not sold) to you. You have no intellectual property rights in, or to, our App, our Documentation or our Services other than the right to use them in accordance with these terms.
OUR RESPONSIBILITY FOR LOSS OR DAMAGE SUFFERED BY YOU
Exclusion of Consequential and Other Damages. In no event shall we have any liability to you for any lost profits (direct or indirect ), revenues ,anticipated savings, increased costs, wasted management or administrative costs or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not we have been advised of the possibility of such damages.
We are not liable for business losses. You are licensed to use our App for trial purposes only and you agree to and we expect you to use only generic/dummy data.We have no liability arising from your use of our App for any real commercial, business or resale purpose (including but not limited to running our App using real customer data). Any data lost is deemed to be test data and of no commercial value.
Failure to Maintain. We will not be liable for damage that you could have avoided by following our advice to apply an update offered to you free of charge or for damage that was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us.
Check that our App and our Service are suitable for you. Our App and our Service have not been developed to meet your individual requirements. Please check that the facilities and functions of our App and our Services (as described in our Documentation) meet your requirements.
We are not responsible for events outside our control. If our provision of our Services or support for our App or our Services is delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take reasonable steps to minimize the effect of the delay.
Total Liability. In no event shall our total liability to you arising out of or related to these Terms and/or your use of our App and/or Service and/or Documentation (which has been licensed to you free of charge for trial purposes only) whether in contract or tort or under any other theory of liability, exceed £100.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or the negligence of our employees, agents or subcontractors or for fraud or fraudulent misrepresentation.
WE MAY END YOUR RIGHTS TO USE OUR APP AND OUR SERVICES IF YOU BREAK THESE TERMS
We may end your rights to use our App and/or our Service at any time by contacting you if you have broken these terms in a serious way. If what you have done can be put right, we will give you a reasonable opportunity to do so.
If we end your rights to use our App and/or our Service:
You must stop all activities authorized by these terms, including your use of our App and any Service.
We may remotely access Salesforce systems and remove our App from them and cease providing you with access to our Service.
WE MAY TRANSFER THIS AGREEMENT TO SOMEONE ELSE
We may transfer our rights and obligations under these terms to another organization. We will always tell you in writing if this happens and we will ensure that the transfer will not affect your rights under the contract.
YOU NEED OUR CONSENT TO TRANSFER YOUR RIGHTS TO SOMEONE ELSE
You may only transfer your rights or your obligations under these terms to another person if we agree in writing.
NO RIGHTS FOR THIRD PARTIES
This agreement does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement.
IF A COURT FINDS PART OF THIS CONTRACT ILLEGAL, THE REST WILL CONTINUE IN FORCE
Each of the paragraphs of these terms operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect.
EVEN IF WE DELAY IN ENFORCING THIS CONTRACT, WE CAN STILL ENFORCE IT LATER
Even if we delay in enforcing this contract, we can still enforce it later. If we do not insist immediately that you do anything you are required to do under these terms, or if we delay in taking steps against you in respect of your breaking this contract, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date.
WHICH LAWS APPLY TO THIS CONTRACT AND WHERE YOU MAY BRING LEGAL PROCEEDINGS
These terms shall be construed and applied under English Law and the parties submit to the exclusive jurisdiction of the English Courts.
