READYTALK FOR SALESFORCE APPLICATION LICENSE AGREEMENT (“AGREEMENT”)####IMPORTANT! THIS IS A CONTRACT. PLEASE READ THIS LICENSE AGREEMENT CAREFULLY BEFORE INSTALLING THE READYTALK® FOR SALESFORCE APPLICATION AND ANY ACCOMPANYING DOCUMENTATION OR INFORMATION (COLLECTIVELY, “READYTALK APPLICATION” OR “APPLICATION”). BY CLICKING ON THE BUTTON MARKED “INSTALL” AND INSTALLING THE READYTALK APPLICATION, YOU ARE INDICATING THAT YOU HAVE READ AND AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, CLICK “CANCEL” AND DO NOT INSTALL THE READYTALK APPLICATION.##NOTICES: The ReadyTalk Application may access, collect, communicate, download, distribute, modify, overwrite, post, use, receive, store, send, or transmit data and information stored in Salesforce.com, Inc. accounts. Salesforce.com is NOT responsible for the privacy, security or integrity of data or information transmitted outside of Salesforce.com systems. ReadyTalk’s use of and responsibility for such data and information are governed exclusively by the terms and conditions of this Agreement.####AGREEMENT####1. General####a. This Agreement is made between you, including the entity you represent or by which you are employed (“You,” “Your,” or the “User”), and Ecovate, Inc. (d.b.a. ReadyTalk), a Delaware corporation (“ReadyTalk”), and sets out the terms and conditions under which You may access and use the Application in connection with Your Salesforce.com and ReadyTalk accounts and services. The terms of this Agreement govern any software upgrades provided by ReadyTalk that replace and/or supplement the ReadyTalk Application originally provided hereunder, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.####b. This Agreement is between You and ReadyTalk and governs only your access to and use of the Application. This Agreement does not (i) represent an agreement between you and Salesforce.com or provide any rights with respect to or govern the use of or access to Salesforce.com products or services or (ii) provide any rights with respect to or govern the use of or access to ReadyTalk web conferencing or teleconferencing services.####c. ReadyTalk may refuse to provide You access to or use of the Application in ReadyTalk’s sole discretion. ####d. You may not access or use the Application and may not accept this Agreement if (i) You are not of legal age to form a binding contract with ReadyTalk or (ii) You are a person barred from receiving the Application or Services under the laws of the United States or other countries including the country in which You are resident or from which You use the Application or Services.####e. PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY. BY AGREEING TO THE TERMS OF THIS AGREEMENT, YOU REPRESENT AND WARRANT TO READYTALK THAT YOU: (I) ARE EIGHTEEN (18) YEARS OF AGE OR OLDER; (II) ARE, OR ARE AUTHORIZED TO SIGN FOR AND BIND, THE USER; AND (III) HAVE READ AND UNDERSTOOD THIS AGREEMENT.####2. Limited License####a. ReadyTalk hereby grants to You a limited, non-exclusive, non-transferable, and non-sublicensable right to (i) install the Application into your Salesforce.com account and (ii) access and use the Application in connection with Your Salesforce.com and ReadyTalk accounts and the respective products and services provided thereby. Your rights with respect to Your Salesforce.com and ReadyTalk accounts and the respective products and services provided thereunder are governed by the applicable agreements or terms of service for such accounts, products, or services and are NOT governed by this Agreement. ####b. This Agreement allows You to install the ReadyTalk Application only into and run the ReadyTalk Application only on Your Salesforce.com account. Except as and only to the extent necessary to carry out such installation or operation, You may NOT (i) download or install the Application, or allow the Application, in any form, to exist, run, or be hosted on any computer or network or (ii) copy, decompile, reverse engineer, disassemble, modify, or create derivative works of the ReadyTalk Application or any part thereof.####c. ReadyTalk is licensing You only the rights to the ReadyTalk Application expressly granted under this Agreement. ReadyTalk is not selling You the Application and reserves all rights not expressly granted to You hereunder.####d. ReadyTalk reserves the right to vary the technical specifications of, and make changes, additions or replacements to, the Application. ReadyTalk reserves the right to temporarily suspend access to or use of the Application as necessary to conduct maintenance and upgrades to the Application or for any other reason in its sole discretion.####e. You shall use the Application only in connection with ReadyTalk conferencing or meeting services in which You are an active participant and only for Your personal or internal business purposes. You shall not resell, sublicense or redistribute access to or use of the Application to any third party or permit access to or use of the Application on a timeshare or service bureau basis, or operate a website or otherwise generate income from the Application. ####3. User’s Responsibilities. ##a. You hereby acknowledge and agree that You are solely responsible, and shall be directly liable to ReadyTalk, for the use of the Application, whether such use is by You or another person. ####b. You shall ensure that (i) the Application is used pursuant to the terms and conditions of this Agreement and (ii) the Application is used only for lawful purposes. You shall ensure that the Application is not used in a manner that can or will violate ReadyTalk’s network security or any third party’s system or network security by any method including without limitation (x) unauthorized interference with any user, host, system or network; (y) unauthorized access to, use of, or monitoring of data, systems or networks; or (z) sending, receiving, storing, distributing, transmitting, posting, uploading or downloading any materials that are designed to violate ReadyTalk’s network security or any third party’s system or network security.####c. You shall ensure that no person, through use of or in connection with the Application, receives, stores, distributes, transmits, posts, uploads or downloads any material, content, or information of any kind whatsoever, that (i) violates any laws, rules or regulations, (ii) is obscene, indecent, immoral, defamatory, slanderous, libelous or harassing, (iii) infringes upon, violates or misappropriates any intellectual property or proprietary rights of any third party, including, without limitation, any copyright, trademark, trade secret or patent, (iv) violates any rights of publicity or privacy of any third party, or (v) damages ReadyTalk’s property or any other person’s property. You are solely responsible for all content, data, and information accessed, modified, sent, received, stored, distributed, transmitted, posted, uploaded or downloaded using the Application.####4. Ownership ##a. All ReadyTalk IP (as defined below) is proprietary to and the property of ReadyTalk, and all right, title and interest in and to ReadyTalk IP remains and shall be the exclusive property of ReadyTalk. You hereby assign all of Your rights, title and interests, if any, in or to any ReadyTalk IP to ReadyTalk. Upon ReadyTalk’s request, You agree to execute such further instruments and take such further action as ReadyTalk may reasonably request to effect the ownership of any ReadyTalk IP as provided in this Section 4. ReadyTalk does not confer any right of ownership in or to ReadyTalk IP to You.##b. For the purpose of this Agreement, “ReadyTalk IP” means the Application; all other software, documentation, hardware, and other materials used by the Application or on ReadyTalk’s website; any additions, modifications, and derivative works of the foregoing (including without limitation any media and documentation relating to such), developed by You or ReadyTalk, whether alone, together, or in combination with any third party (including the respective personnel of each); and all intellectual property rights associated with all of the foregoing (including, without limitation, rights to copyrights, trade secrets, or know-how).####c. You own and retain all right, title and interest in and to Your customer, contact, and other data or information stored in Your Salesforce.com account (“Your Materials”), and You hereby grant ReadyTalk a license to use Your Materials in connection with Your use of the Application and the provision of ReadyTalk services to you in connection therewith.####5. Confidential Information####a. You shall not disclose Confidential Information (as defined below) other than to Your employees and contractors who need to know such information to carry out the purposes of this Agreement or as required by law, and You will not use Confidential Information except for purposes of this Agreement. You shall protect Confidential Information using at least the same degree of care with which You protect Your own confidential information of like nature, but at all times You shall use at least reasonable care.####b. For purposes of this Agreement, “Confidential Information” means all ReadyTalk IP, all other documentation and software, all account numbers, passwords, personal identification numbers and any necessary conference codes provided to You in connection with the Application and related services, and any information derived or resulting therefrom, developed by You or ReadyTalk, whether alone, together, or in conjunction with any third party (including the respective personnel of each).####c. Upon termination or expiration of this Agreement for any reason, (i) You shall promptly return to ReadyTalk or destroy, in ReadyTalk’s sole discretion, all ReadyTalk IP and any other Confidential Information, and (ii) You, or, if applicable, an authorized officer of the entity You represent or by which You are employed, shall provide a written attestation of such return or destruction. ##6. Privacy and Security####a. You hereby acknowledge and agree that the ReadyTalk Application may access, collect, communicate, download, distribute, modify, overwrite, post, use, receive, store, send, or transmit data and information stored in Your Salesforce.com account. In addition, you hereby acknowledge and agree that ReadyTalk may receive access to Your configuration and usage data regarding the Application. All such data or information and any other data or information transmitted by You, or any other person using the Application licensed to You hereunder, or collected by ReadyTalk through its performance under this Agreement shall be deemed Your Materials, and shall be governed by ReadyTalk’s privacy policy or Terms of Service, as applicable, available on ReadyTalk’s website located at www.readytalk.com/privacy.php and www.readytalk.com/about/terms-of-service.php, which are incorporated herein.####b. You agree to promptly notify ReadyTalk of any unauthorized use of the Application of which You become aware. ####c. Although ReadyTalk uses reasonable security safeguards with respect to the Application and any data or information accessed, collected, communicated, downloaded, distributed, modified, overwritten, posted, used, received, stored, sent, or transmitted thereby, ReadyTalk cannot guarantee the accuracy, integrity, security, or privacy of such. You acknowledge and agree that You are solely responsible for all data, content, and information, including without limitation the accuracy, completeness, privacy, security, or loss of such, accessed, collected, communicated, downloaded, distributed, modified, overwritten, posted, used, received, stored, sent, or transmitted by or using the Application. ####7. Warranty Disclaimer. ACCESS TO AND USE OF THE APPLICATION PROVIDED HEREUNDER IS ON AN “AS IS” AND “AS AVAILABLE” BASIS. READYTALK DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. READYTALK MAKES NO WARRANTY THAT THE APPLICATION WILL MEET THE REQUIREMENTS OF THE USER OR THAT THE APPLICATION WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE, NOR DOES READYTALK MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APPLICATION, THE ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY INFORMATION ACCESSED, CREATED, MODIFIED, STORED, SENT, RECEIVED, OR OBTAINED THROUGH OR BY THE APPLICATION, AS TO ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH THE APPLICATION, REGARDING ANY TRANSACTIONS ENTERED INTO THROUGH THE APPLICATION, OR THAT ANY DEFECTS IN THE APPLICATION, INCLUDING ANY HARDWARE OR DOCUMENTATION RELATED THERETO, WILL BE CORRECTED. THE ENTIRE RISK ARISING OUT OF THE USE OF THE APPLICATION REMAINS WITH THE USER. ####8. Your Representations and Warranties. You hereby represent and warrant to ReadyTalk as follows:####a. User (if not a natural person) is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization.####b. You have full power and authority to enter into this Agreement; the execution, delivery and performance of this Agreement by You is duly authorized and all necessary actions have been taken to effectuate such authorization; and this Agreement, when accepted by You, will constitute a valid, binding and enforceable obligation of the User.####9. Indemnification. You agree to defend, indemnify and hold harmless ReadyTalk, its directors, officers, employees, sublicensees and agents from and against all claims, suits, proceedings, liabilities, damages and/or costs (including, but not limited to, attorneys fees) arising from: (i) use of the Application by You or any other person using the Application licensed to You hereunder; (ii) violation of this Agreement by You or any other person using the Application licensed to You hereunder; (iii) use of Your Materials; (iv) the gross negligence or willful misconduct by You or any other person using the Application licensed to You hereunder; or (v) Your relationship with Salesforce.com. ####10. Assumption of Risk; Limitation of Liability. ####a. YOU HEREBY ACKNOWLEDGE AND AGREE THAT YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE APPLICATION, AND YOU HEREBY ASSUME ALL RISKS ASSOCIATED WITH USE OF OR ACCESS TO THE APPLICATION BY YOU AND BY ANY OTHER PERSON USING THE APPLICATION LICENSED TO YOU HEREUNDER, INCLUDING WITHOUT LIMITATION THOSE SET FORTH IN SECTION 6(C) ABOVE.####b. READYTALK AND ITS AFFILIATES, EMPLOYEES, AGENTS AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, IN NO EVENT SHALL READYTALK AND ITS AFFILIATES, EMPLOYEES, AGENTS AND SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS, REVENUE, DATA OR GOODWILL, WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE WARRANTY DISCLAIMERS AND LIMITATIONS IN THIS AGREEMENT ARE A MATERIAL BASIS OF THE BARGAIN WITHOUT WHICH READYTALK WOULD NOT ENTER INTO THIS AGREEMENT.####11. Term and Termination####a. The term of this Agreement will commence upon Your acceptance and shall continue for so long as the Application is installed into Your Salesforce.com account, unless terminated earlier pursuant to the terms of this Agreement. ##b. ReadyTalk may terminate this Agreement at any time upon written notice. You may terminate the Agreement at any time by discontinuing use of the ReadyTalk Application. ##c. Your rights under this Agreement will terminate automatically upon expiration or termination of this Agreement for any reason. Upon termination of this Agreement, You shall immediately cease all use of the ReadyTalk Application, remove the Application from Your Salesforce.com account, and return or destroy all copies of the Application, all ReadyTalk IP, and any other Confidential Information in accordance with Section 5(c) hereof.####d. The expiration or termination of this Agreement shall not relieve You from any obligations due and owing prior to such expiration or termination or as a result of such expiration or termination. Each party’s rights and obligations under Sections 3 through 11 of this Agreement shall survive the expiration or termination of this Agreement for any reason.####12. Miscellaneous Provisions####a. Assignment. You shall not transfer Your rights or obligations under this Agreement.####b. Notices. Any notice under this Agreement shall be in writing and shall be sent by Registered or Certified Mail, postage prepaid and return receipt requested, or by e-mail to the parties as set forth below. Either party may at any time notify the other party in writing as set forth herein of a change of address or person for the purposes of serving notice.#### If to ReadyTalk:## 1598 Wynkoop St.## Denver, CO 80210## Attention: Legal Department## E-mail: legal@readytalk.com#### If to User:## At the address provided during registration for Your ReadyTalk account. ####c. Severability. If any provision of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such provision shall be severed or modified as may best preserve the intent and spirit of the Agreement, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.####d. Amendments and Modifications. The Application and this Agreement or any of its provisions may be amended or modified by ReadyTalk from time to time, at ReadyTalk’s sole discretion, upon notice to You. Sufficient notice may include notice on the ReadyTalk website. By continuing to use the Application after notice has been made, You accept and agree to be bound by such amendment or modification.####e. No Agency. No agency, employee, contractor, or other relationship is created between You and ReadyTalk by this Agreement, and nothing contained in this Agreement shall be construed to (i) give either party the power to direct and control the day-to-day activities of the other party, (ii) constitute the parties as partners, joint venturers, co-owners, agents, franchisee or franchisor or otherwise, or (iii) allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever. Neither party is an employee of the other, nor is either party entitled to employee benefits from the other party. All financial and other obligations associated with each party’s business are the sole responsibility of such party. Each party represents and warrants that it (i) will not make any representations, warranties or guarantees on behalf of the other party and (ii) will not disparage the other party in any manner or otherwise harm the other party’s business or reputation.####f. Section Headings. Section headings in this Agreement are for convenience only and shall not be considered in the interpretation of this Agreement.####g. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, without giving effect to conflicts of law principles of any jurisdiction.####h. Venue. Jurisdiction and venue for any claim or action arising out of or relating to this Agreement shall be had only in the state or federal courts located in Denver County, Colorado, and the parties hereby submit to the jurisdiction of such courts with respect to such claims. The parties agree to waive any objection they may now or in the future have to the jurisdiction and venue set forth in this paragraph. This clause is without prejudice to any right of removal of ReadyTalk pursuant to 28 U.S.C. §§ 1441, et seq. ####i. No Third Party Beneficiaries. This Agreement is made and entered into for the sole protection and benefit of the parties hereto, and no other person or entity shall have any right of action hereon, right to claim any right or benefit from the terms contained herein, have any right to rely on any representation, warranty or covenant of ReadyTalk hereunder, or be deemed a third party beneficiary hereunder.####j. Entire Agreement. This Agreement and any documents, exhibits and attachments referenced herein contain the entire agreement between the parties concerning the subject matter hereof, and any representations or agreements, oral or otherwise, not embodied herein are superseded by the terms hereof and shall be of no force or effect.####BY INSTALLING THE APPLICATION, YOU ACKNOWLEDGE THAT YOU CONSENT TO BE BOUND BY THE FOREGOING AGREEMENT IN ELECTRONIC FORM AND THAT YOU INTEND TO ENTER INTO A LEGALLY BINDING CONTRACT WITH READYTALK.####To acknowledge that You agree to be bound by the Agreement in electronic form and that You intend to enter into a legally binding contract with ReadyTalk, click "Install."####To indicate that You do not agree to be bound by the Agreement and that You do not intend to enter into a legally binding contract with ReadyTalk, click "Cancel."
