$15,000 USD per company per year $15,000 annual for entire MagicRobot attribution product suite. We'll set you up free in the first 30 days - cancel if you don't love it!
Discounts available for nonprofits
Magically bridge the campaign response-to-opportunity reporting gap in Salesforce!####You can finally analyze which campaigns do (or don't) help your reps find and win opportunities with MagicRobot's 5 proven models of multi-touch campaign attribution.
MASTER SUBSCRIPTION AGREEMENT##MAGICROBOT CAMPAIGN INFLUENCE ANALYZER AND ##CONTACT ROLE CREATOR APPEXCHANGE APPLICATION#### THIS AGREEMENT is entered into as of _____ __, 20__ (“Effective Date”), by and between ___________________________________________________________ (“Licensee”), and MagicRobot, Inc. a Massachusetts corporation, with a place of business a 95 Washington St, Suite 104, Canton, MA 02021. (“Licensor” or “MagicRobot”). The provisions of this Agreement will apply to services provided to Licensee, under this Agreement.####By executing this Agreement below, Licensor and the Licensee agree to be bound by the terms set forth in this agreement (the “Agreement”).####THE PARTIES HEREBY AGREE AS FOLLOWS:####1. GRANT AND PAYMENT.####(a) Pursuant to the terms set out in this Agreement and in Exhibit A, which is hereby incorporated by reference and attached to 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 for purposes outside of the Licensee’s own day-to-day marketing and sales analysis and automation ecosystem;####(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, for which Licensor would otherwise be liable. 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.####(f) Payment by Licensee. Licensee will pay the undisputed amount due to Licensor thirty (30) net days from the date of receipt of the original invoice sent upon original execution of this agreement. Subsequent invoices will be sent forty-five (45) days prior to the renewal date. Licensee must cancel subscription prior to anniversary as described in Section 7. ####Due to the specific nature of the partnership between MagicRobot, Inc. and salesforce, Inc., MagicRobot can only accept payment via one of the following methods: ##(i) via Credit Card or p-Card on the Salesforce AppExchange##(ii) by providing Bank Account and Routing information on the Salesforce AppExchange####Upon receipt of Payment processed on the AppExchange, Salesforce will automatically activate full functionality of the Software making it fully functional and delivered for use to the Licensee. ####Here are the full instructions on how to enter payment information and complete the payment transaction: ##http://www.magicrobot.com/how-to-purchase-on-the-appexchange/####Here is the link to the MagicRobot AppExchange listing for Licensee’s Salesforce Production Organization installation, a pre-requisite for processing payment via the AppExchange and use of the software:##https://appexchange.salesforce.com/listingDetail?listingId=a0N3000000B5kDjEAJ######(g) Invoices. Licensor will invoice Licensee upon execution of this agreement. ##Annually thereafter Licensor will invoice Licensee annually thirty (30) days prior to the anniversary of the original execution date (the “Renewal Date”), as described in Exhibit A unless otherwise expressly stated in a Purchase Order. Prior to the renewal date, Licensor will notify Licensee via email forty-five (45) days prior to the renewal date of upcoming subscription renewal and invoice. With each invoice, Licensor will submit supporting documentation in a form satisfactory to Licensee and in detail sufficient for Licensee to identify the Services rendered and the costs and expenses incurred in the performance of the Services. ##MagicRobot is entitled to increase the license fee by 10% on an annual basis effective on the contract renewal date each year.####(h) Use of Licensee's Name and Trademarks in promotional materials. Unless expressly stated otherwise, Licensee authorizes Licensor to use Licensee's name and/or trademarks for marketing and publicity on its website, in marketing materials and/or in press releases.######2. INTELLECTUAL PROPERTY RIGHTS.####(a) 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.####(b) Confidential Information. Licensor will protect the confidentiality of and prevent unauthorized use, dissemination or publication of Confidential Information. “Confidential Information” means any information provided by Licensee that Licensee designates as confidential including, but not limited to, information or data related to Licensee products, processes, or general business operations, and any information the Licensor creates in connection with this Agreement. Licensor will not use Confidential Information for any purpose other than performing services under this Agreement. Confidential Information will only be used by those employees, Subcontractors or agents of Licensor who have a need to know such information for purposes related to this Agreement. Licensor will neither publish nor reveal any Confidential Information to anyone except authorized Licensee employees. Licensor will protect the confidentiality of Confidential Information with the same degree of care as Licensor uses for its own similar information. Licensor will obtain a similar agreement from any employee, Subcontractor or agent performing services under this Agreement. These restrictions on using, publishing or revealing Confidential Information continue perpetually unless Licensee agrees otherwise in writing. If, and only if, this provision is found to be invalid by a court of competent jurisdiction, Licensor shall have an obligation to protect Licensee’s Confidential Information for a period not less than five (5) years.####(c) Exclusions. The foregoing confidentiality obligations will not apply to Confidential Information that (a) is already known to Licensor prior to disclosure by Licensee; (b) is or becomes a matter of public knowledge through no fault of Licensor; (c) is rightfully received from a third party by Licensor without a duty of confidentiality; (d) is independently developed by Licensor; (e) is disclosed under operation of law; or (f) is disclosed by Licensor with the prior written approval of Licensee. ####(d) Licensee Property. To the extent that any Licensee Property is made available to Licensor, Licensor may use such Licensee Property for the sole purpose of performing Licensor’s obligations under this Agreement. Licensee retains all Intellectual Property Rights and other ownership rights with respect to all Licensee Property. Provider shall not bear any costs for damages which may occur on any Licensee Property in its control or possession.####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 undisputed subscription fees (“Warranty Period”) that 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; and####(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 notify the Licensor, within a commercially reasonable period of time, of such error and provide the Licensor with sufficient information in written or electronic form so that the Licensor can reproduce such error.####Excluding any breach of Section 2(b) of this Agreement, 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, or replacing the non-conforming Software, or if neither is commercially feasible, refunding the remaining license fees on a pro-rata basis (measured in full months) 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 and hold harmless 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 notifies the Licensor, within a commercially reasonable period of time, 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 of Licensor’s intellectual property.####5. LIMITATION OF LIABILITY.####(a) Except as expressly set out in Sections 2 and 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 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) Excluding a breach of any confidentiality obligations contained in this Agreement, especially those in Section 2(b) and Section 6; 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, or any breach of Section 2(b)) 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) Excluding a breach of any confidentiality obligations contained in this Agreement, especially those in Section 2(b), and Section 6, without limiting the generality of this Section 5, the maximum total liability of either party, 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 each party’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, but excluding any and all confidentiality obligations contained in Section 2 or Section 6, of this Agreement, 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 twenty-four (24) 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. CONFIDENTIAL DISCLOSURE INDEMNIFICATION####(a) Licensor will defend, indemnify, protect and hold harmless Licensee, its officers, directors, and employees from and against any and all claims, losses, liens, demands, attorneys' fees, damages, liabilities, costs, expenses, obligations, causes of action, or suits, (collectively “Claims”) to the extent that such Claims are caused by, arise out of, or are connected in any way with: ####a) Any breach of the confidentiality provisions contained in this Agreement, which include, but are not limited to those in Section 2(b);##b) any negligent act or omission, or willful misconduct of Licensor or its employees, Subcontractors or agents, to the maximum extent permitted by law; ##c) property loss, damage, personal injury or death, sustained by Licensor or by any of Licensor’s employees, Subcontractors or agents;##d) the presence of Licensor or its personnel on Licensee’s premises;##e) the unauthorized use of any Licensee Property:##f) any violation of any warranty given by Licensor under this Agreement.####7. 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) During the term, the Licensee may early terminate this Agreement not less than thirty (30) days prior written notice to the Licensor via email to email@example.com or to your designated MagicRobot Account Executive, 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) The Licensee may terminate this Agreement not less than thirty (30) days prior to the Renewal Date -- to the Licensor via email to firstname.lastname@example.org or to your designated MagicRobot Account Executive – without liability or penalty of future fees. In the event the Licensee provides written notice to Licensor requesting cancellation of the subscription less than thirty (30) days prior to Renewal Date and less than sixty (60) days after Renewal Date, Licensor is obligated to pay Licensee 25% of the prior year’s annual fees as described in Exhibit A in exchange for the truncated term and access to the software provided to the Licensee by the Licensor.######(d) 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) business 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.####(e) Upon termination of this Agreement for any reason whatsoever, any license that the Licensee has to use any Software will terminate and the Licensee shall, at the Licensor’s option, destroy or return all Software and Software documentation of the Licensor.####(f) Notwithstanding anything to the contrary, Licensee shall have thirty (30) days to cure any non-payment under this Agreement prior to termination.####8. 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. Licensee may assign this Agreement with the consent of Licensor, which shall not be unreasonably withheld.####(e) Survival. 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 2(b), 4, 5, 6, and 9 shall survive any termination of 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. ####9. MISCELLANEOUS####(a) No Waiver. No waiver of any term, condition or provision of this Agreement will be deemed or will constitute a waiver of any other term, condition or provision, whether or not similar. No waiver will be binding unless made in writing and signed by the waiving party.####(b) No Publicity. Neither party may publicize or disclose to any third party, without the prior written consent of the other party, the terms or existence of this Agreement. In addition, no press releases will be issued by either party without the mutual written consent of each party. ####(c) Severability. Every term, condition or provision of this Agreement is severable from others. If a court or an arbitrator of competent jurisdiction holds any term or condition of this Agreement to be invalid, unenforceable or illegal in whole or in part, the validity and enforceability of the remaining terms or conditions, or portions of them, will not be affected.####(d) Entire Agreement. 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. This Agreement supersedes any web-based version of Terms & Conditions for the Campaign Influence Analyzer and Contact Role Creator Subscription accepted previously or in the future during an installation, upgrade or renewal process on the Salesforce.com AppExchange. No supplement, modification or amendment of this Agreement will be binding unless in a writing which states that it is an amendment of this Agreement, and which is signed by an authorized representative of each party who is authorized to amend this Agreement.####(e) Precedence. In case of inconsistency or conflict between the provisions of this Agreement and the preprinted terms and conditions of any other purchase order, acknowledgment, authorization, or other document which may be issued by Licensor or Licensee with respect to the software, the provisions of this Agreement will control.
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