$7,500 USD per company per year Maximum $7,500 / year or $2,250 / quarter for enterprises. Contact email@example.com for details! The free trial gives you full access to all functionality and will analyze the influence of campaigns on your last 90 days of opportunities.
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Magic Robot, Inc. Software License Agreement
By executing this Agreement below, Magic Robot, Inc. (the “Licensor”) and the other party signing below (“Licensee”) agree to be bound by the terms set forth in this agreement (the “Agreement”).
1. Grant and Payment.
(a) Pursuant to the terms set out in this Agreement, the Licensor hereby grants to the Licensee a non-exclusive and non-transferrable license to use the Licensor’s software application known as The Campaign Influence Analyzer and Contact Role Creator, as determined by the subscription of the Licensee (the “Software”). The term "Software" herein shall also include any upgrades, modified versions, bug fixes or updates of the Software.
(b) The license granted to the Licensee hereunder to use the Software is limited as follows:
(i) the Licensee may install and use the Software solely for the internal business purposes of the Licensee;
(ii) the Licensee may make a reasonable quantity of copies of the Software documentation for use only in connection with the Licensee’s operation of the Software, provided that all such copies retain the Licensor’s trademark, copyright and other proprietary legends and/or logos.
(c) In addition to the foregoing, the Licensee shall not:
(i) without the prior written consent of the Licensor, provide, rent, lease, lend, use for timesharing, application service provider or service bureau purposes, or otherwise use or allow others to use the Software for their own benefit or for the benefit of third parties;
(ii) modify, adapt, translate, incorporate into or with other software, or create a derivative work of any part of the Software;
(iii) disclose the results of any benchmarking of the Software, or use such results for its own competing software development activities;
(iv) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Software by any means whatever.
(d) In consideration of the grant of license contained in this Agreement, the Licensee agrees to pay the Licensor all subscription fees properly set out in the invoices provided by the Licensor to the Licensee, in the manner and upon the timing described therein.
(e) The charges and fees provided for in this Agreement are exclusive of and do not include any taxes, duties, or similar charges imposed by any government. The Licensee agrees to pay or reimburse the Licensor for all federal, state, dominion, provincial, or local sales, VAT, use, personal property, import, export, excise or other taxes, fees, or duties arising out of this Agreement or the transactions contemplated by this Agreement. If the Licensee fails to make any payment when due, the Licensor may suspend delivery of products, support services and any other services, or restrict access to the Software, until the past due payment is made.
2. Intellectual Property Rights.
The Software is owned by the Licensor, and its structure, organization and code are the exclusive intellectual property and valuable trade secrets of the Licensor. All intellectual property rights in and to the Software are the sole and exclusive property of the Licensor. Except the right to use the Software as specifically stated above in Section 1, the Licensee is not granted any other rights in the Software. The Licensee acknowledges that the Software is protected by copyright and other intellectual property laws and by international treaties and agrees to abide by all applicable laws, regulations and treaties in regard thereto.
3. Software Warranty.
(a) The Licensor warrants to the Licensee during the period in which the Licensee is up-to-date in the payment of all subscription fees (“Warranty Period”) that:
(i) the Software will be free from any viruses and mechanism, feature or any other codes or instructions that: (i) cause the Software (without the knowledge of the Licensee) to remotely transmit information to the Licensor or any third party;
(ii) the Software will be free from defects in the media, and will operate substantially in accordance with the related documentation. If Licensee discovers an error during the Warranty Period, Licensee shall promptly notify the Licensor of such error and provide the Licensor with sufficient information in written or electronic form so that the Licensor can reproduce such error.
The Licensor’s sole liability and Licensee’s exclusive remedy with respect to breach of this limited warranty shall be limited to providing Licensee with an error correction, replacing the non-conforming Software, or if neither is commercially feasible, refunding the license fees received for the non-conforming Software provided the Licensee thereafter discontinues all use of such Software.
(b) The Licensor does not warrant the performance or the results the Licensee may obtain by using the Software or documentation. The Licensor stores no data of the Licensee on the Licensor’s computer systems. The Licensee acknowledges that there is a risk that data can be damaged or corrupted and there is no guarantee that such damage or corruption can be reversed or recovered from. The Licensee shall be responsible for backing up its own data and the costs of restoring such data from any backup.
(c) The Licensee acknowledges that the Software interacts with other software and databases operated by salesforce.com Inc. (“Salesforce”). The Licensee acknowledges that the Licensor is not responsible in any manner for the performance of the Software or any issues of accessibility to the extent same are caused by any changes by Salesforce to its application programming interface.
4. Intellectual Property Indemnification.
(a) Subject to the provisions of this Section 4 hereof, the Licensor shall indemnify the Licensee against all liability to third parties (including reasonable attorney’s fees) arising from any claim alleging that the Software infringes any patent or copyright of any third party within the United States of America or Canada, provided that (i) the Licensee promptly notifies the Licensor of any such third party demand, action, suit or proceeding, threatened or actual, against the Licensee (a “Claim”), (ii) the Licensee may not settle or compromise any such claim without the prior written consent of the Licensor, and (iii) the Licensor, at its sole option, may elect to conduct the defense of any such third party Claim, including, without limitation, any settlement or compromise thereof, in which case the Licensee and its corporate affiliates, and any director, officer, employee or agent thereof, shall cooperate reasonably in such defense at the Licensor’s cost. The Licensor may at any time: (a) procure for the Licensee the right to continue the use of the Software; (b) replace or modify the Software so as to be non-infringing without materially diminishing the functionality thereof; or (c) if the Licensor reasonably and in good faith determines that options (a) and (b) are not commercially practicable, terminate this Agreement effective immediately upon written notice to the Licensee and refund to the Licensee a pro-rated amount of subscription fees starting from the date of infringement.
(b) The indemnification obligations of the Licensor in this Section 4 set forth the sole and exclusive remedy of the Licensee with respect to any Claim for intellectual property infringement.
5. Limitation of Liability.
(a) Except as expressly set out in Section 3, the Licensor makes no representations, warranties or conditions, express, statutory or implied, with respect to the Software, the Software documentation or any services to be provided by the Licensor hereunder. The Licensor expressly disclaims all other representations, warranties or conditions, including without limitation any implied or statutory warranties or conditions of merchantability, title, non-infringement or fitness for a particular purpose. The Licensor does not warrant that the Software will meet the Licensee’s requirements nor that it will function uninterrupted, error free or that all defects in the Software will be corrected. The Licensor makes no representation or warranty regarding accessibility to, or the privacy or security of, any of the Licensee’s information, files or data. The Licensee assumes the entire risk as to the results and performance of the Software. The Licensee acknowledges that it has or will have independently determined that the Software meets its business requirements and that it has not relied on any representation by the Licensor as to the suitability of any item for any particular purpose. The Licensor does not represent or warrant that the Software will be capable of achieving any particular result or results in the Licensee’s business or operations. Except as expressly stated otherwise in this Agreement, Software is provided and licensed on an “as is” basis without warranty or representation of any kind.
(b) Notwithstanding anything herein contained to the contrary, in no event whatsoever will either party hereto, its respective directors, officers, employees, agents, contractors or affiliates, be liable for any claim (other than the willful or deliberate breach by the Licensee or its personnel of Section 1(c) or 2 above) for:
(i) punitive, exemplary or aggravated damages;
(ii) damages for loss of profits or revenue, failure to realize expected savings, loss of use or lack of availability of computer resources or any stored data;
(iii) indirect, consequential or special damages of any kind;
(iv) contribution, indemnity (other than Licensor’s obligations in Section 4 above) or set-off in respect of any claims against the Licensee by any third party;
(v) any damages whatsoever related to any software that is not designed or manufactured by the Licensor or any computer hardware; or
(vi) any damages whatsoever relating to interruption, delays, errors or omissions, or costs of procurement of substitute goods or services.
(c) Without limiting the generality of this Section 5, the maximum total liability of the Licensor, and its directors, officers, agents, representatives, shareholders and employees, for any claim whatsoever, under any circumstances (except where accompanied by the willful actions, gross negligence or fraud of the Licensor), regardless of the cause of action and including without limitation claims for breach of contract, tort, negligence or otherwise, and the Licensee’s sole remedy therefore, shall be strictly limited to amount not to exceed the amount of subscription fees paid by the Licensee to the Licensor hereunder during the one (1) year period immediately preceding the date of such claim.
(d) Notwithstanding anything herein contained to the contrary, no action arising out of or relating to this Agreement, or the Licensor’s obligations hereunder, regardless of form, may be brought by the Licensee more than twelve (12) months after the facts giving rise to the cause of action are known to the Licensee.
(e) The parties agree that the limitations contained in this Section 5 are reasonable in scope and that the terms and conditions of this Agreement have been negotiated taking into account such limitations.
6. Term and Termination
(a) The term of this Agreement shall commence on the date of execution by the parties and shall continue during the period that the Licensee is up to date in all subscription fees payable to the Licensor (the “Term”), subject to the early termination provisions herein.
(b) The Licensee may terminate this Agreement on not less than sixty (60) days prior written notice to the Licensor, provided that Licensee shall then forfeit any prepaid fees already paid by the Licensee to the Licensor whether or not earned by the Licensor.
(c) Without limiting any other rights or remedies available to the Licensor, at law or in equity, the Licensor has the right to terminate this Agreement immediately and without notice to the Licensee, if:
(i) the Licensee is in breach or default of any of its obligations under this Agreement, other than in regard to payment, and such breach or default continues unrectified for ten (10) days following the provision of written notice of such breach or default to the Licensee;
(ii) the Licensee voluntarily enters into proceedings in bankruptcy or insolvency, makes an assignment for the benefit of its creditors, is adjudged to be bankrupt or insolvent, a petition is filed against the Licensee under a bankruptcy law, corporate reorganization law, or any other law for the relief of debtors or similar law and such petition is not discharged with sixty (60) days after its filing, or a receiver, trustee or similar person is appointed with respect to the Licensee’s assets;
(iii) the Licensee ceases to carry on its business; or
(iv) the Licensor has not received any payment when due (other than those disputed in good faith) either under this Agreement or otherwise.
(d) Upon termination of this Agreement for any reason whatsoever, any license that the Licensee has to use any Software will terminate immediately and the Licensee shall, at the Licensor’s option, destroy or return all Software and Software documentation of the Licensor.
7. Governing Law and General Provisions.
(a) This Agreement will be governed by the laws of the State of Massachusetts and the federal laws of United States of America applicable therein, excluding the application of its conflicts of law rules. This Agreement will not be governed by the United Nations Convention On Contracts For The International Sale Of Goods, the application of which is expressly excluded.
(b) If any part of this Agreement is found void and unenforceable, it will not affect the validity of the balance of the Agreement, which shall remain valid and enforceable according to its terms.
(c) The Licensee shall not ship, transfer or export then Software into any country or used in any manner prohibited by the United States Export Administration Act or any other applicable export control law, restriction or regulation.
(d) This Agreement may not be assigned by either party without the prior written consent of the other party, provided that the Licensor shall be entitled to assign its obligations hereunder to any successor to the business of the Licensor. Any attempt to assign any of the rights, duties or obligations of a party pursuant to this Agreement, without the prior written consent of the other party where required, is void and of no effect.
(e) The termination of expiration of this Agreement will not affect the survival and enforceability of any provision of this Agreement which is expressly or impliedly intended to remain in force after such termination or expiration. Notwithstanding the generality of the foregoing, Sections 1(c), 2 and 5 shall survive any termination of this Agreement.
(f) Time shall be of the essence in connection with this Agreement.
(g) Each of the parties to this Agreement agrees that it will promptly do, make, execute or deliver, or cause to be done, made, executed or delivered, all such further acts, documents and things as the other party hereto may reasonably require from time to time for the purpose of giving effect to the provisions of this Agreement and will use reasonable efforts and take all such steps as may be reasonably within its power to implement to their full extent the provisions of this Agreement.
(h) This Agreement shall enure to the benefit of, and be binding upon, the parties hereto and their respective successors, affiliates and permitted assigns.
(i) The Licensor will have no obligation to perform its obligations hereunder to the extent and for the period that the Licensor is prevented from doing so by reason of force majeure or any cause beyond its reasonable control, including without limitation the inability to use or the failure of any third party telecommunications carrier or other services.
(j) This Agreement and the software subscription referenced herein sets forth the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements. There are not and shall not be any oral statements, representations, warranties, undertakings or agreements between the parties. Where any term or provision contained in this Agreement conflicts with any term or provision contained in any click-through version of this Agreement relating to the Software, or where ambiguity exists or arises between such terms or provisions, then the terms or provisions contained in this Agreement shall, to the extent of such conflict or ambiguity, govern and prevail.
In witness whereof, the parties have caused this Agreement to be executed and delivered by their respective, duly authorized representatives.