CalendarAnything Terms & Conditions
IMPORTANT! BE SURE TO CAREFULLY READ AND UNDERSTAND ALL OF THE RIGHTS AND RESTRICTIONS SET FORTH IN THIS END-USER LICENSE AGREEMENT ("EULA")
THIS MASTER SUBSCRIPTION AGREEMENT ("AGREEMENT") GOVERNS YOUR PURCHASE AND ONGOING USE OF COMPANY’S SERVICES AS DEFINED HEREIN.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE
SERVICES.
1. Definitions
"Agreement" means these online terms of use and any materials available on the Company website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Company from time to time in its sole discretion without notice to you. "Company" means Sonnick Partners, LLC dba “Silverline", its subsidiaries, business aliases, and all of Company's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces,
know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Company in providing the Service. “Computer” means the Hardware, if the Hardware is a single computer system, or shall mean the computer
system in which the Hardware operates, if the Hardware is a computer system component. "Content" means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service.
"Customer Data" means any data, information or material provided or submitted by you to the Service in the course of using the Service.
"Effective Date" means the earlier of either the date this Agreement is accepted or the date you begin using the
Service.
“Hardware” means any physical device(s) you use to access Company’s Service.
"Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights,
trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret
rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature
anywhere in the world.
"License Administrator(s)" means those Users designated by you who are authorized to purchase licenses online
and otherwise administer your use of the Service.
"License Term(s)" means the period(s) during which a specified number of Users are licensed to use the Service.
“Payment Method” means valid and updated credit card information or valid and updated information from
Company accepted payment instrument such as Google Checkout.
“Reseller” means an independent contractor or business entity who has signed a reseller agreement with Company
to sell licenses of Services to end users.
"Service(s)" means the specific edition of Company's Software and products, including electronic downloads,
CD-Roms, diskettes, associated media, printed materials, and electronic documentation developed, operated, and
maintained by Company, accessible via www.Salesforce.com or another designated web site or IP address, or
ancillary online or offline products and services provided to you by Company, to which you are being granted
access under this Agreement.
“Technology" means all of Company’s proprietary technology (including software, hardware, products, processes,
algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or
information) made available to you by Company in providing the Service.
“User(s)” means Your employees, representatives, consultants, contractors or agents who are authorized to use the
Service and have been supplied user identifications and passwords by You (or by Salesforce.com or Your reseller
at Your request).
“You” or “Your” or “Customer” means the person or entity which has contracted to purchase licenses to use the
Services subject to the conditions of these End User License Terms.
2. License Grant & Restrictions
The Service is protected by copyright laws and international copyright treaties, as well as other intellectual
property laws and treaties. The Service is licensed, not sold. This EULA grants you the following rights:
Company hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your
own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly
granted to you are reserved by Company and its licensors.
You may not access the Service if you are a direct competitor of Company, except with Company's prior written
consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or
functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or
make available to any third party the Service or the Content in any way; (ii) modify or make derivative works
based upon the Service or the Content; (iii) create Internet "links" to the Service or "frame" or "mirror" any
Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in
order to (a) build a commercial or competitive product or service, (b) build a product using similar ideas, features,
functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User
licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to
new Users who are replacing former Users who have terminated employment or otherwise changed job status or
function and no longer use the Service.
You may use the Service only for your internal business purposes and you shall not: (i) send spam or otherwise
duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene,
threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violate
any third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan Horses or
other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or
performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service
or its related systems or networks.
3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local,
provincial or state, national and foreign laws, treaties and regulations in connection with your use of the Service,
including those related to data privacy, international communications and the transmission of technical or
personal data. You shall: (i) notify Company immediately of any unauthorized use of any password or account or
any other known or suspected breach of security; (ii) report to Company immediately and use reasonable efforts
to stop immediately any copying or distribution of Content by you or your Users; and (iii) not impersonate
another User or provide false identity information to gain access to or use the Service. You agree that you will
comply with all applicable laws and regulations in connection with your use of the Services, including but not
limited to, all applicable privacy and export control laws and regulations. You acknowledge that the Services are
subject to U.S. export control laws and regulations and you represent that you are not a citizen of an embargoed
country or prohibited end user under applicable U.S. export and anti-terrorism laws, regulations and lists. You
represent that you are not an individual less than 18 years of age.
4. Intellectual Property Ownership
Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related
Intellectual Property Rights, in and to the Company Technology, the Content and the Service and any suggestions,
ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party
relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or
related to the Service, the Company Technology or the Intellectual Property Rights owned by Company. The
Company name, the Company logo, and the product names associated with the Service are trademarks of
Company or third parties, and no right or license is granted to use them.
5. Confidentiality
As used herein, "Confidential Information" means all confidential information disclosed by a party ("Disclosing
Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or
that reasonably should be understood to be confidential given the nature of the information and the circumstances
of disclosure. Your Confidential Information shall include Customer Data; Company Confidential Information
shall include the Services; and Confidential Information of each party shall include the terms and conditions of
this Agreement, as well as business and marketing plans, technology and technical information, product plans and
designs, and business processes disclosed by such party. However, Confidential Information (other than Customer
Data) shall not include any information that (i) is or becomes generally known to the public without breach of any
obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the
Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party
without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the
Receiving Party.
Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same
degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no
event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for
any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential
Information of the Disclosing Party to those of its employees, contractors and agents who need such access for
purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving
Party containing protections no less stringent than those herein.
The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do
so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the
extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to
contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential
Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not
contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of
compiling and providing secure access to such Confidential Information.
6. Account Information and Data
Company does not own the Customer Data. You, not Company, shall have sole responsibility for the accuracy,
quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all
Customer Data, and Company shall not be responsible or liable for the deletion, correction, destruction, damage,
loss or failure to store any Customer Data. You acknowledge that Salesforce.com, and not Company, stores
Customer Data. In the event this Agreement is terminated for any reason, (1) your right to access or use Customer
Data via the Service immediately ceases, and (2) it will not be Company’s responsibility to make available to you
a file of the Customer Data upon termination.
7. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or
participate in promotions of third parties. Any such activity, and any terms, conditions, warranties or
representations associated with such activity, is solely between you and the applicable third party. Company and
its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or
promotion between you and any such third party. Company does not endorse any sites on the Internet that are
linked through the Service. Company provides these links to you only as a matter of convenience, and in no event
shall Company or its licensors be responsible for any content, products, or other materials on or available from
such sites. Company provides the Service to you pursuant to the terms and conditions of this Agreement. You
recognize, however, that certain third party providers of ancillary software, hardware or services may require your
agreement to additional or different license or other terms prior to your use of or access to such software,
hardware or services.
8. Fees and Payment for Purchased Services
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect
with Company or your Reseller at the time a fee or charge is due and payable (“Fees”). Except as otherwise
specified herein, (i) Fees are quoted and payable in United States dollars, (ii) Fees are based on Services
purchased and not actual usage, and (iii) payment obligations are non-cancelable and Fees paid are nonrefundable.
Fees are based on monthly or yearly periods that begin on the Effective Date and each monthly or
yearly anniversary thereof (“Billing Period”). Fees for User subscriptions added during a monthly period will be
prorated for the remaining time of the monthly period in which they were purchased.
You will provide Company with valid and updated credit card information or information for a Company
accepted Payment Method. You authorize Company to charge the Payment Method for all Services You purchase
for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance for
the upcoming Billing Period. You are responsible for maintaining complete and accurate billing and contact
information for the Services.
Unless otherwise stated, Fees do not include any taxes, levies, duties or similar governmental assessments of any
nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state,
provincial, federal or foreign jurisdiction (collectively, "Taxes"). Fees do not include foreign currency exchange
fees levied by any financial institution in connection with non-U.S. dollar payments for the Service from You to
the Company ("Foreign Exchange Fees"). You are responsible for paying all Taxes and Foreign Exchange Fees
associated with Your purchases hereunder. If Company has the legal obligation to pay or collect Taxes or pay
Foreign Exchange Fees for which You are responsible under this paragraph, the appropriate amount shall be
invoiced to and paid by You. You shall be exempt from such Taxes if You provide Company with a valid tax
exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible
for taxes assessable against it based on Company’s income, property and employees.
Company reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least
30 days prior notice, as specified in Section 16 below, to Customer, effective upon the next Renewal Term in
accordance with Section 10 below. In the event that Customer does not cancel as described in Section 10 below,
such changes shall become effective at the commencement of the renewal term. Neither party will disclose any
pricing terms or other terms of this Agreement to anyone other than its attorneys, accountants, and other
professional advisors under a duty of confidentiality except (a) as required by law, or (b) pursuant to a mutually
agreeable press release.
9. Non-Payment and Suspension
In addition to any other rights granted to Company herein, Company reserves the right to suspend or terminate
this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). You agree
that Company may charge unpaid Fees to your Payment Method registered with Company or otherwise bill you
for such unpaid Fees. Company reserves the right to impose a reconnection fee in the event you are suspended
and thereafter request access to the Service.
10. Term and Termination
This Agreement commences on the Effective Date and continues until all User subscriptions granted in
accordance with this Agreement have expired or been terminated. If You elect to use the Services for a free trial
period and do not purchase a subscription before the end of that period, this Agreement will terminate at the end
of the free trial period.
User subscriptions purchased by You commence on the Effective Date of this Agreement and continue for the
subscription term specified at the time of purchase. All User subscriptions shall automatically renew for
additional periods equal to the expiring subscription term, unless either party gives the other notice, as specified in
Section 16, of non-renewal at least 15 days before the end of the relevant subscription term. The pricing during
any such renewal term shall be the same as that during the prior term unless Company has given You written
notice of a pricing increase at least 30 days before the end of such prior term, in which case the pricing increase
shall be effective upon renewal and thereafter.
Section 4 (Intellectual Property Ownership), 5 (Confidentiality), 8 (Fees and Payment for Purchased Services), 9
(Non-Payment and Suspension), 11 (Representations & Warranties), 12 (Mutual Indemnification), 13 (Disclaimer
of Warranties), 15 (Limitation of Liability), 16 (Notices), 18 (Agreement to Governing Law and Jurisdiction), 19
(Waiver of Jury Trial), and 20 (General Provisions) shall survive any termination or expiration of this Agreement.
11. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
Company represents and warrants that it will provide the Service in a manner consistent with general industry
standards reasonably applicable to the provision thereof and that the Service will perform substantially in
accordance with the online Company help documentation under normal use and circumstances. You represent and
warrant that you have not falsely identified yourself nor provided any false information to gain access to the
Service and that your billing information is correct.
12. Indemnification
You shall indemnify and hold Company, its licensors and each such party's parent organizations, subsidiaries,
affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs,
damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
(i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a
claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim
arising from the breach by you or your Users of this Agreement, provided in any such case that Company (a)
gives written notice of the claim to you, and (b) gives you control of the defense and settlement of the claim
(provided that you may not settle or defend any claim unless you unconditionally release Company of all liability
and such settlement does not affect Company's business or Service).
13. Disclaimer of Warranties
COMPANY AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS
TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY
OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. COMPANY AND ITS LICENSORS DO
NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY,
UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER
HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR
REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE,
(D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL
PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS
OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE
SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL
COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS"
BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD
PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW BY COMPANY AND ITS LICENSORS.
14. Internet Delays
COMPANY'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS
INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS
NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING
FROM SUCH PROBLEMS.
15. Limitation of Liability
COMPANY SHALL NOT HAVE ANY LIABILITY WITH RESPECT TO COMPANY’S OBLIGATIONS
UNDER THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE
LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL,
CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA,
REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO
USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY
INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT,
EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S
LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
16. Notices
Company may give notice by means of a general notice on the Service, electronic mail to Your e-mail address on
record in Company's account information, or by written communication sent by first class mail or pre-paid post to
Your address on record in Company's account information. Such notice shall be deemed to have been given upon
the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after
sending (if sent by email). You may give notice to Company (such notice shall be deemed given when received
by Company) at any time by any of the following: email sent to support@silverlinecrm.com; letter delivered by
nationally recognized overnight delivery service or first class postage prepaid mail to Company at the head office
location specified at www.silverlinecrm.com.
17. Marketing
Customer grants Company the right to use Customer’s name, mark and logo on Company’s website, in Company
marketing materials, and to identify Customer as a Company Customer; provided, however, that any such use
must be pre-approved, not to be unreasonably withheld, in writing by Customer.
18. Agreement to Governing Law and Jurisdiction
The Agreement is governed by the laws of the State of New York, exclusive of its choice of law principles, and
the laws of the United States of America, as applicable. The Agreement shall not be governed by the United
Nations Convention on the International Sale of Goods. Exclusive venue for all disputes arising out of the
Agreement shall be in the state or federal courts in New York, New York and we each agree not to bring an action
in any other venue. You waive all objections to this venue and agree not to dispute personal jurisdiction or venue
in these courts. You agree that you will not bring or participate in any class action lawsuit against Company or
any of its employees or affiliates. Each of us agrees that we will not bring a claim under the Agreement more than
two years after the time that the claim accrued.
19. Waiver of Jury Trial
Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out
of or related to this Agreement.
20. General Provisions
20.1. Export Compliance. Each party shall comply with the export laws and regulations of the United States and
other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party
represents that it is not named on any U.S. government list of persons or entities prohibited from receiving
exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo,
prohibition or restriction.
20.2. Relationship of the Parties. This Agreement does not create a partnership, franchise, joint venture, agency,
fiduciary, or employment relationship between the parties, and neither party shall have the authority to bind the
other party.
20.3. No Third Party Beneficiaries. There are no third party beneficiaries to this Agreement.
20.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this
Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided
herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
20.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to
law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the
original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall
remain in effect.
20.6. Attorney Fees. You shall pay on demand all of Company’s reasonable attorney fees and other costs incurred
by Company to collect any unpaid Fees due Company under this Agreement.
20.7. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of
law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).
Notwithstanding the foregoing, Company may assign this Agreement in its entirety (including all Order Forms),
without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate
reorganization, or sale of all or substantially all of its assets. A party’s sole remedy for any purported assignment
by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this
Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and
inure to the benefit of the parties, their respective successors and permitted assigns.
20.8. Entire Agreement. This Agreement, including all exhibits and addenda hereto, constitutes the entire
agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or
representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any
provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the
party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any
conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum
hereto, the terms of such exhibit or addendum shall prevail.
