RUKBLIK TERMS AND CONDITIONS####OVERVIEW####The following Terms and Conditions (the “Terms”) are terms of a legal agreement between you and the owner of the Rukblik software application (the “App”), Lake Pepin Innovation, LLC (“Owner”). Owner values its relationship with its customers, so these Terms are provided to ensure clarity in the relationship and ease of making transactions. By doing any of the following:##• Downloading or using the App, whether by taking advantage of a free trial, by purchasing a license subscription, or by using a subscription purchased by your organization;##• Signing an order form or other agreement that refers to these Terms; or##• Paying an invoice that refers to these Terms,##you acknowledge that you have read, understood, and agree to be bound by these Terms and to comply with all applicable laws and regulations (“Agree to the Terms”). When you Agree to the Terms, you are immediately bound to the then-current version of the Terms. If you Agree to the Terms on behalf of an organization, you represent and warrant that you have the legal authority to Agree to the Terms on behalf of the organization and to bind the organization to the Terms. If you do not agree to these Terms on behalf of yourself and/or your organization, you may not use the App or do anything that constitutes your Agreeing to the Terms. However, if you have a separate written agreement with Owner, the terms of that separate written agreement will govern your relationship with Owner to the extent they are different from these Terms.######I. THE APP AND THE SERVICES####A. The App is hosted, transmitted, and displayed by salesforce.com, inc. (“Salesforce”).##The App is a Salesforce-based application that allows users to capture data as it is entered into the user’s Salesforce instance, auto-saves that data to the user’s Salesforce instance, allows users to create personalized object layouts, and allows users to perform save previews for troubleshooting purposes, all using services implemented by the user and executed by your organization’s authorized Salesforce users (the “Services”). ####B. You can use the App only if you have a Salesforce instance and account, and it is available exclusively through the Salesforce AppExchange. All access to and interactions with the App will be completed exclusively through your Salesforce account, including all Salesforce security and privacy settings.####C. Owner has no control over and is not a party to your agreement with Salesforce. Please refer to the salesforce.com website or your written agreement with Salesforce regarding your relationship with Salesforce.######II. LICENSE TERMS####A. When you pay for a subscription to the App, you are purchasing a license to use the App through one or more Salesforce user accounts. Owner and its licensors retain copyright, trademark, patent, trade secret, and all other intellectual property rights in and to all materials in the App. When you or your organization purchase a license or otherwise Agree to the Terms, Owner grants you a non-exclusive, non-transferable, non-sublicensable, limited and revocable permission to access and display the App for the purpose of accessing and using the Services. You are responsible for providing your own hardware, software, and internet connection in order to access and use the App and the Services.####B. The App and the Services may not be copied, reproduced, republished, uploaded, posted, transmitted, distributed, mirrored, framed, reverse engineered, or otherwise used or displayed, or used for the creation of derivative works, without Owner’s prior written consent. You may not attempt to license, sublicense, sell, resell, transfer, assign, otherwise commercially exploit, use as a service bureau, or otherwise use the App or the Services for the benefit of an unauthorized third party.####C. Owner and its licensors reserve all rights not expressly granted to you in these Terms.####D. These permissions are conditioned on your not modifying the Owner content displayed within the App or the Services, your keeping intact all copyright, trademark, and other proprietary notices, and your acceptance of any terms, conditions, and notices accompanying the content or otherwise set forth within the App or the Services. ####E. You may not use the App or the Services in a manner that violates any local, state, national, foreign or international statute. You may not interfere with the functioning of the App or the Services or with other users’ use of the App or the Services in any way, including but not limited to modification of the App or the Services; attempting to gain access to unauthorized portions of the App; enabling high volume, automated, electronic processes that interfere with the functioning App or the Services, the content of the App or any portion or derivative thereof; uploading any data to the App or the Services that contain any malicious code or programming routines, macros, or other elements that may damage, surreptitiously intercept or expropriate any system, data, or personal information; or attempting to gain access to other accounts, computer systems or networks connected to the App, whether through hacking, password mining, or any other means. You may not use the Rukblik or Lake Pepin Innovation names, trademarks, services marks or logos in any meta tags or any other “hidden text”; use data mining, robots, spiders, crawlers, scrapers or similar automated or non-automated data gathering or extraction methods; or compile, repackage, disseminate or otherwise use data extracted from the App.####F. You acknowledge that the App and the Services may be subject to the export control laws of the United States. You will not export, re-export, divert, transfer or disclose any portion of the App and the Services or any related technical information or materials, directly or indirectly, in violation of any applicable export law or regulation.####G. Your failure to comply with any terms, conditions, and notices displayed within or in connection with the App will result in automatic termination of any rights granted to you, without prior notice, and you must immediately destroy all copies of downloaded materials in your possession or control. Except for the limited permission in the preceding paragraph, Owner does not grant you any express or implied rights or licenses under any patents, trademarks, copyrights, or other proprietary or intellectual property rights.######III. INTELLECTUAL PROPERTY AND YOUR DATA####A. The software in the App and any content in the App or the Services (besides Your Data as defined below) belongs to Owner and its licensors. You acknowledge that this content is protected by copyrights, trademarks, trade secrets, or other proprietary rights, and that these rights are valid and protected in all forms, media and technologies existing now or hereafter developed. Owner or its licensors own a copyright in the selection, coordination, arrangement, and enhancement of such intellectual property. You may not modify, remove, delete, augment, add to, publish, transmit, participate in the transfer or sale of, create derivative works from, or in any way exploit any Owner intellectual property, in whole or in part.####B. If you choose to provide any suggestions, ideas, enhancement requests, feedback, or recommendations (“Suggestions”) to Owner regarding the App or the Services, you grant Owner an unrestricted, irrevocable and fully paid-up license to use, copy, reproduce, publish, upload, post, transmit, distribute, publicly display, perform, modify, create derivative works from, sell, offer for sale, exploit, use, authorize others to use, sublicense, reduce to practice, and otherwise freely use such Suggestions.####C. The Rukblik name, the Rukblik design mark, and the Lake Pepin Innovation name are trademarks of Owner. These, along with any other trademarks, service marks and logos used and displayed within the App are trademarks of Owner. Fair use of Owner’s trademarks requires proper acknowledgment.####D. The App and the Services allow you to upload data and personalized object layouts (“Your Data”) to your Salesforce instance. You are responsible for ensuring that your Salesforce security and privacy settings are adequate for your needs, including but not limited to compliance with all laws and regulations applicable to Your Data.####E. As between you and Owner, you are the owner of Your Data, and you retain all right, title, and interest in and to Your Data. You grant Owner any licenses and rights necessary to provide the Services and for the App to function. Owner will not use Your Data in any way other than to provide the App and the Services, and Owner does not have and does not want any access to Your Data.####F. Owner has no access to or control over Your Data, which is hosted exclusively through your Salesforce instance. The security and privacy of Your Data are governed by Salesforce policies and processes, and the App and the Services are subject to periodic review and security audit by Salesforce. For more information, please refer to the Salesforce Privacy Policy available here, https://www.salesforce.com/company/privacy, and the Salesforce Security Statement available here, https://trust.salesforce.com/en.####G. If you use the App to create custom fields that are available to you as part of the App (“Custom Fields”), Salesforce has no obligation to retain any of Your Data that is stored in the Custom Fields following the termination of your license to use the App. You may request a copy of Your Data prior to such termination, in which case Salesforce will make Your Data available to you in accordance with the Salesforce documentation for the Salesforce service you are using.######IV. SUPPORT AND SERVICE LEVELS####A. Because the App is hosted by Salesforce, Owner has no control over service levels such as up-time, downtime, availability of your Salesforce instance, or other platform-related service levels. You acknowledge and agree that Owner has no control over, and is not liable for, any performance issues caused by Salesforce or any other third party.####B. Customer support is available during Owner’s regular business hours of 8 a.m. to 5 p.m. Central time daily by contacting 651-800-1047 or salesforce@lakepep.com. Owner will respond to all inquiries within one business day.######V. PRICES AND PAYMENTS####A. The prices displayed for the App in the Salesforce AppExchange, https://appexchange.salesforce.com/appxListingDetail?listingId=a0N3A00000FtUOhUAN, are quoted in U.S. dollars and are valid and effective only in U.S. dollars. You may purchase a license for the specified number of users by signing an order form or other agreement that refers to these Terms. You will need to provide the name and email address of a contact person for payment processing to Owner when you do so.####B. If a license is quoted at an incorrect price due to typographical error or error in pricing information: 1) Owner has the right to refuse or cancel any orders placed for the license quoted at the incorrect price, even if Owner has confirmed the receipt of your order and charged your credit or debit card; and 2) if Owner has charged your credit or debit card but subsequently canceled your order, Owner will promptly issue a credit to your credit or debit card account for the amount charged. You are responsible for taxes, if any, for each license purchase you make for the App. No other discounts, quantity entitlements, or promotions apply unless expressly specified for this transaction.####C. You may pay for your license to use the App and the Services by the month or by the year.####D. Unless you indicate otherwise in advance as set out in Section VI below, your payment will automatically renew at the current license price either monthly or for one (1) additional one-year term at the end of your current payment cycle.####E. Owner may update pricing at any time in its sole discretion. The updated pricing will apply to your next payment, whether you are paying by the month or by the year.######VI. TERM; CANCELLATION; REFUNDS####A. Your license to use the App and the Services lasts for one (1) month; each subsequent license term will be subject to the then-current Terms. If you or your organization wish to add additional users, you may do so by contacting Owner to increase the number of authorized users of the App. Each user is subject to these Terms.####B. You may cancel your license at any time, to be effective as of the end of the then-current calendar month. If you paid for a full year of use of the App in advance, you will receive a refund for any unused months. ## ##C. Owner may cancel your license at any time for breach of these Terms, including but not limited to breach of the obligation to make timely payments and intellectual property violations.######VII. WARRANTIES####A. Each party represents and warrants to the other that it has the legal authority to enter into these Terms.####B. You represent and warrant that you have the legal authority to enter Your Data into the App and the Services, and that you have the legal right to grant all licenses to Your Data granted to Owner in these Terms.####C. Owner represents and warrants that the Services will function materially as described in these Terms.######VIII. DISCLAIMER OF FURTHER WARRANTY####A. EXCEPT AS OTHERWISE EXPRESSLY SET OUT IN THESE TERMS, USE OF THE APP AND THE SERVICES IS AT YOUR SOLE RISK. ALL MATERIALS, INFORMATION, SERVICES AND PRODUCTS ARE PROVIDED “AS IS,” WITH NO WARRANTIES OR GUARANTEES WHATSOEVER. OWNER EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITATION, OWNER MAKES NO WARRANTY OR GUARANTEE THAT THE APP OR THE SERVICES WILL BE UNINTERRUPTED, CORRECT, COMPLETE, TIMELY, SECURE, OR ERROR-FREE OR THAT DEFECTS IN THE APP OR THE SERVICES WILL BE CORRECTED.####B. YOU UNDERSTAND AND AGREE THAT IF YOU USE THE APP OR THE SERVICES, OR OBTAIN MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, YOU DO SO AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM.####C. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.######IX. LIMITATION OF LIABILITY####A. IN NO EVENT WILL OWNER BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THE APP OR THE SERVICES OR ANY USE OF THE APP OR THE SERVICES, OR FOR THE USE OR DOWNLOADING OF, OR ACCESS TO, ANY MATERIALS, INFORMATION, PRODUCTS, OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF OWNER IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.####B. IN NO EVENT WILL OWNER’S LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE AMOUNT YOU HAVE PAID TO OWNER FOR LICENSE FEES FOR THE PAST YEAR OR $1,000, WHICHEVER IS LESS.####C. THE EXCLUSIONS AND WAIVERS OF LIABILITY IN THIS SECTION APPLY TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES.######X. INDEMNIFICATION####A. You agree to indemnify and hold harmless Owner, its officers and employees, its subsidiaries and affiliates, and their officers and employees, from any damages, claims, liabilities, and costs, including reasonable attorney's fees, or losses of any kind or nature whatsoever which may in any way arise from your use or misuse of the App or the Services, your violation of any law or regulation, your willful misconduct, any other party’s access to the App or the Services using your account credentials, or any breach or alleged breach of the Terms by you. Owner shall retain control over the defense of, and any resolution or settlement relating to, such loss. You will cooperate with Owner and provide reasonable assistance in defending any such claim.######XI. DISPUTES####A. You agree that any claim or controversy arising out of or relating to the App, the Services, or to any acts or omissions for which you may contend Owner is liable, including but not limited to any claim or controversy as to arbitrability ("Dispute"), shall be finally and exclusively settled by arbitration. The arbitration shall be venued in Minneapolis, Minnesota, and shall apply the laws of the State of Minnesota, excluding its conflicts of laws provisions. Arbitration will be conducted under the rules of the American Arbitration Association ("AAA"). The parties will jointly agree upon a neutral arbitrator. Any judgment upon the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of arbitration under this agreement with arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved. To the fullest extent permitted by applicable law, no arbitration under these Terms shall be joined to an arbitration involving any other party subject to these Terms, whether through class arbitration proceedings or otherwise.####B. THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND OWNER WILL BE RESOLVED BY BINDING ARBITRATION. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOUR RIGHTS WILL BE DETERMINED BY NEUTRAL ARBITRATORS AND NOT A JUDGE OR JURY. You are entitled to a fair hearing, and the arbitration procedures are simpler and more limited than rules applicable in court. Arbitrator decisions are enforceable as any court order and are subject to very limited review by a court. By using the App and the Services and by Agreeing to the Terms, you consent to these restrictions.####C. Should a Dispute arise and should the arbitration provisions herein become inapplicable or unenforceable, or in any instance of any lawsuit between you and Owner, you agree that jurisdiction over and venue of any suit shall be exclusively in the state and federal courts sitting in Minneapolis, Minnesota. If either party employs attorneys to enforce any right in connection with any Dispute or lawsuit, the prevailing party shall be entitled to recover reasonable attorneys' fees.####D. If any part of this agreement is invalid or unenforceable under applicable law, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall govern such use.
