WDCi End User License Agreement (EULA)
This EULA is a legally binding agreement and governs the licensing of RIO Salesforce-Saasu ReadyMade Integration (App) from WDCi Pty Ltd ACN 132 380 780 (We, Us or Our). By clicking “I agree” or downloading, installing or using the App, You (You or Your) acknowledge and agree that You have read and understood the EULA and agree to be bound by its terms and that if You are using the App on behalf of an entity other than Yourself, You have the power and authority to bind that entity and consent to the EULA.
1. DEFINITIONS. The following terms apply to this EULA:
App means the RIO Salesforce-Saasu ReadyMade integration software program and includes any updates, upgrades, modifications and documentation that We provide to You for the App.
AppExchange means the website operated by Saleforce.com Inc.
Confidential Information means all trade secrets, ideas, know how, concepts and information whether in writing or otherwise relating in any way to Us, Our sub-licensees, agents and employees, Our affairs or businesses, sales, marketing or promotional information, this EULA including any such information in Your power, possession or control concerning or belonging to any third party but does not include information that: (a) is, or becomes part of, the public domain otherwise than by breach of this EULA by You; (b) is lawfully obtained by You from another person without any restriction as to use and disclosure; or (c) was in Your possession prior to disclosure to it by Us.
Order means the order form for the App that You have completed from the AppExchange to obtain the App from Us for use during a Term.
Our Intellectual Property Rights means copyright, and all rights in relation to inventions, registered and unregistered trade marks (including service marks), registered and unregistered designs, circuit layouts, and any other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields under the laws of any jurisdiction throughout the world and includes data and usage statistics that We collect from users of the App.
Supported Device means a computer or other device that meets the specifications described on the AppExchange and that We support for the operation of the App.
Term means the license term specified in the Order.
2. LICENSE. We grant You a non-exclusive, non-transferable, licence to use the App on a Supported Device for the Term specified in the Order. This license does not allow You to use the App to operate a service bureau, SaaS, hosting service or other similar service. Neither this EULA nor the App may be sold, leased, assigned, sublicensed or transferred by You, in whole or in part. We reserve all rights not expressly granted to You.
3. SCOPE OF USE. You may only use the App for Your internal business purposes and You may not modify, alter or adapt the App or merge all or part of it with any other App without Our prior written consent. You may not reverse engineer, reverse compile or decompile the App or try to access or discover its source code or any trade secret related to the App. You may not remove or obscure any notice relating to Our Intellectual Property Rights. You must immediately notify us if You become aware of any unauthorised use of the App. You acknowledge that We may incorporate technical features into the App to enforce this EULA.
4. CONFIDENTIAL INFORMATION. You agree not to disclose, duplicate or otherwise reproduce, directly or indirectly, Our Confidential Information in whole or in part. You further agree to use Our Confidential Information solely for the purposes of exercising each other’s rights stated under this EULA or other rights that are clearly contemplated by this EULA.
5. LIMITED WARRANTY. We license that App to You “as is” without warranty of any kind. WE DO NOT WARRANT THAT THE APP WILL OPERATE UNINTERRUPTED OR ERROR FREE OR THAT THE APP WILL FUNCTION WITH OTHER HARDWARE OR SOFTWARE. THE WARRANTIES SET FORTH IN THIS SECTION 5 ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, STATUTORY, AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF ACCURACY, QUIET ENJOYMENT, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. The warranties set forth in this Section 5 are expressly subject to the limitation of liability in Section 7 and apply to You only and not to any third party.
6. INTELLECTUAL PROPERTY RIGHTS. You agree that We own Our Intellectual Property Rights in the App, including improvements, modifications or enhancements to the App and that You obtain no right or interest in the App or any part of the App. You agree that We may use Our Intellectual Property Rights to further develop, improve and promote the App.
7. LIMITATION OF LIABILITY AND INDEMNITY. WE ARE NOT RESPONSIBLE FOR AND WE SPECIFICALLY DISCLAIM ALL LIABILITY FOR ANY LOSS, LIABILITY, DAMAGE (WHETHER DIRECT, INDIRECT OR CONSEQUENTIAL), PERSONAL INJURY OR EXPENSE OF ANY NATURE WHATSOEVER WHICH MAY BE SUFFERED BY YOU OR ANY THIRD PARTY THAT MAY BE ATTRIBUTABLE, DIRECTLY OR INDIRECTLY, TO THE APP OR TO YOUR USE OF THE APPEXCHANGE. WE ARE NOT LIABLE FOR ANY LOSS OR DAMAGE THAT MAY ARISE IN CONNECTION WITH YOUR USE OF THE APP OR THE APPEXCHANGE AND IN NO EVENT ARE WE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES EVEN IF WE HAVE BEEN NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OF ANY KIND.
UNDER THE AUSTRALIAN CONSUMER LAW (ACL), YOU MAY BE A CONSUMER AND HAVE CERTAIN RIGHTS WHICH CANNOT BE EXCLUDED, INCLUDING GUARANTEES AS TO THE FITNESS FOR PURPOSE OF GOODS OR SERVICES. IF YOU ARE A CONSUMER UNDER THE ACL, THEN NOTHING IN THIS EULA IS READ OR APPLIED SO AS TO EXCLUDE, RESTRICT OR MODIFY OR HAVE THE EFFECT OF EXCLUDING, RESTRICTING OR MODIFYING ANY CONDITION, WARRANTY, GUARANTEE, RIGHT OR REMEDY IMPLIED BY LAW (INCLUDING THE ACL) AND WHICH BY LAW CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED. SUBJECT TO ANY CONSUMER RIGHTS UNDER THE ACL, TO THE EXTENT PERMITTED BY LAW, OUR LIABILITY FOR BREACH OF A CONDITION OR WARRANTY IMPLIED BY LAW IS LIMITED TO ONE OR MORE OF THE FOLLOWING: (A) IF THE BREACH RELATES TO GOODS: (I) THE REPLACEMENT OF GOODS OR SUPPLY OF AN EQUIVALENT; (II) THE REPAIR OF THE GOODS; (III) THE PAYMENT OF THE COST OF REPLACING THE GOODS OR OF ACQUIRING AN EQUIVALENT; OR (IV) THE PAYMENT OF THE COST OF HAVING THE GOODS REPAIRED; AND (B) IF THE BREACH RELATES TO SERVICES: (I) THE SUPPLY OF THE SERVICES AGAIN; OR (II) THE PAYMENT OF THE COST OF HAVING THE SERVICES SUPPLIED AGAIN.
YOU INDEMNIFY US FROM AND AGAINST ALL COSTS (INCLUDING LEGAL COSTS), EXPENSES, DAMAGES, LOSSES, CLAIMS AND LIABILITIES INCURRED DIRECTLY OR INDIRECTLY IN CONNECTION WITH OR ARISING OUT OF YOUR USE OF THE APP, INCLUDING ALL COSTS (INCLUDING LEGAL COSTS), EXPENSES, DAMAGES, LOSSES, CLAIMS AND LIABILITIES INCURRED BY THIRD PARTIES, WHETHER OR NOT INCURRED AS A RESULT OF A BREACH OF THIS EULA OR THE NEGLIGENT ACTS OR OMISSIONS OF YOUR EMPLOYEES, CONTRACTORS OR AGENTS.
8. TERMINATION. We may terminate this EULA immediately if any third party restricts, prevents or ceases to authorise the installation or use of the App on the Supported Device. Upon any such termination, You are no longer permitted to use the App and You must immediately cease to us it and delete or destroy all copies of the App in Your possession. Termination of this EULA does not prejudice any rights or any claim that We may have accrued against You up to the date of termination.
9. GOVERNING LAW. This EULA and Your use of the App and the AppExchange are governed by the laws of the State of New South Wales, Australia. You and We irrevocably submit to the non-exclusive jurisdiction of the courts of New South Wales and courts entitled to hear appeals from those courts. This EULA contains the entire agreement and understanding between You and Us about the App and all prior agreements and representations made between You and Us are superseded by this EULA.
10. EXPORT. You represent and warrant that the App will not be downloaded or used in, or transported to, a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a "terrorist-supporting" country, and (ii) that You are not listed on any U.S. Government list of prohibited or restricted parties. You must not export or re-export, or permit exportation or re-exportation of the App in violation of any export provisions of Australia, the United States or any other applicable legislation.
11. GENERAL PROVISIONS. A. Relationship -- This EULA -- does not create any partnership, joint venture or agency relationship between You and Us. B. No Authority -- Neither We nor You may enter into any agreements or incur any liabilities on behalf of the other party without the other party's prior written consent nor may represent to any person that it has any authority to do so. C. Waiver -- No right under this EULA is waived or deemed to be waived except by notice in writing signed by the party waiving the right. D. Assignment -- We may assign Our rights under this EULA without Your consent. You may not assign Your rights without Our consent. E. Information Provided by You - We require You to provide information such as Your name, address, email address, credit card number or other details when You place on Order on Us ("Information"). We may subsequently require further details to enable the processing of any additional Orders that You make. You agree to provide Us with current, complete and accurate Information and We agree not to sell or disclose Your Information to third parties without Your consent.
