This Cloud Explorer Dataloader License Agreement (“Agreement”) is by and between UC Innovation, Inc., Inc. (“UC Innovation, Inc.”) and the UC Innovation, Inc. customer that accepts these terms either by (A) accessing or using the proprietary UC Innovation, Inc. Cloud Explorer Dataloader application (“Cloud Explorer Dataloader”) or (B) clicking where indicated to indicate acceptance of this Agreement with respect to Cloud Explorer Dataloader (“Customer”). Subject to the terms below, this Agreement permits Customer to use Cloud Explorer Dataloader only, and not to use any other products or technologies of UC Innovation, Inc. or its licensors (including without limitation, the UC Innovation, Inc. Anypoint Platform). This Agreement also governs Customer’s use of or access to any future updates to Cloud Explorer Dataloader which UC Innovation, Inc. may provide from time to time during the term of this Agreement.####1. License Grant; Restrictions. Subject to the terms of this Agreement (including payment of applicable license fees), UC Innovation, Inc. grants to Customer a personal, royalty-free, non-transferable, non-sub-licensable, non-exclusive, term-limited license to access and use Cloud Explorer Dataloader: (i) solely for Customer’s own internal business operations; and (ii) solely to effect bulk data transfers from Customer’s Saleforce.com account. Customer shall use Cloud Explorer Dataloader only within the scope of such express license, and without limitation shall not: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover or re-create the source code of Cloud Explorer Dataloader; (b) modify, adapt, alter, improve or create any derivative works of Cloud Explorer Dataloader; (c) remove any copyright or other proprietary notices from Cloud Explorer Dataloader; (d) permit any third party to access Cloud Explorer Dataloader; (e) sell, rent or lease Cloud Explorer Dataloader; or (f) access Cloud Explorer Dataloader in order to build a competitive product or copy any features, functions or graphics of Cloud Explorer Dataloader.####2. Ownership; Feedback. Except for the limited license granted in Section 1, UC Innovation, Inc. and its suppliers retain all right, title and interest in and to Cloud Explorer Dataloader (including all intellectual property rights). Customer hereby assigns to UC Innovation, Inc. any information and feedback Customer voluntarily provides regarding Cloud Explorer Dataloader (including all intellectual property rights).####3. Term of Agreement; Termination; Survival. This Agreement is effective as of the date of Customer’s acceptance as described above and shall remain in effect unless terminated in accordance with this Section 3. This Agreement shall automatically renew for subsequent monthly periods, unless terminated by either party by providing the other party at least thirty (30) days advance written notice of its intent to terminate; provided that, UC Innovation, Inc. may terminate this Agreement immediately through written notice if Customer materially breaches this Agreement. Termination is not an exclusive remedy. Upon termination, Customer shall cease using Cloud Explorer Dataloader. Customer is solely responsible for exporting Customer’s data from Cloud Explorer Dataloader prior to termination or expiration of this Agreement, provided that if UC Innovation, Inc. terminates this Agreement, UC Innovation, Inc. shall provide Customer with a reasonable opportunity to retrieve its data, of no longer than 30 calendar days in duration. The negative covenants in Section 1 and Sections 2-8 shall survive termination of this Agreement.####4. Fees and Payment Terms. Cloud Explorer Dataloader is provided to Customer subject to payment of the license fees set forth in this Section 4. Customer agrees to pay the license fee associated with the tier that Customer has chosen at sign-up (Free, Enterprise or Professional, as described below). Customer may upgrade to a different tier prior to Customer’s next 30-day billing cycle. Customer hereby authorizes UC Innovation, Inc. to charge the credit card provided upon its acceptance of the terms of this Agreement on a monthly basis. If payment of any fee is rejected, or otherwise overdue, UC Innovation, Inc. may suspend Customer’s access to Cloud Explorer Dataloader until such delinquency is corrected. No refunds will be provided. UC Innovation, Inc. may change the applicable data tiers and/or license fees by not less than thirty (30) days advance notice. The current data tiers and associated fees are as follows:####* Data Tier - Free; Maximum Number of Records: 5,000 records usage limit; Price for Tier/Per Month of Term - Free##* Data Tier - PRO Value: Maximum Number of Records: Unlimited; Upfront annual payment; Price for Tier/Per Month of Term - $95##* Data Tier - PRO: Maximum Number of Records: Unlimited; Price for Tier/Per Month of Term - $125####5. Interaction with Salesforce.com. Any data transferred to Salesforce.com using Cloud Explorer Dataloader shall be subject to all of the applicable data provisions of Customer’s agreement with Salesforce.com (e.g., privacy policies, acceptable use policies, and takedown requirements).####6. WARRANTY DISCLAIMERS. Cloud Explorer Dataloader is PROVIDED “AS IS” WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND, whether statutory, express or implied, and WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, UC Innovation, Inc. disclaims any warranty that Cloud Explorer Dataloader WILL OPERATE UNINTERRUPTED OR an error-free basis, that data loaded through Cloud Explorer Dataloader will not be lost or corrupted, any warranty of FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.####7. LIMITATION OF REMEDIES AND DAMAGES. UC Innovation, Inc. SHALL NOT BE LIABLE FOR ANY PUNITIVE DAMAGES OR ANY CONSEQUENTIAL, SPECIAL OR INCIDENTAL DAMAGES OF ANY KIND ARISING UNDER OR RELATED TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST DATA, INTERRUPTION OF BUSINESS, OR LOST PROFITS, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF UC Innovation, Inc., WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, STRICT LIABILITY OR OTHER THEORY, ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE LESSER OF THE LICENSE FEES ACTUALLY PAID BY CUSTOMER HEREUNDER OR ONE HUNDRED U.S. DOLLARS. The allocation of risk under this Section 7 is a material inducement to UC Innovation, Inc.’s entering into this Agreement.####8. General.##8.1 Severability. If any provision of this Agreement shall be adjudged by any court of competent jurisdiction to be unenforceable or invalid, that provision shall be limited to the minimum extent necessary so that this Agreement shall otherwise remain in effect.##8.2 Governing Law; Jurisdiction and Venue. This Agreement shall be governed by the laws of the State of California and the U.S. without regard to conflicts of laws provisions thereof. The jurisdiction and venue for actions related to the subject matter hereof shall be the California state and U.S. federal courts located in San Francisco, California, and the parties irrevocably consent to the personal jurisdiction of such courts.##8.3 Attorneys’ Fees and Costs. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorneys’ fees and costs in connection with such action.##8.4 Notices. Any notice hereunder shall be in writing to the notice address set forth above for UC Innovation, Inc. and to the most recent address on file for Customer under its Salesforce.com account or provided during Customer’s sign-up process with respect to this Agreement.##8.5 Amendments; Waivers. No supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement, nor will any waiver be effective unless in a writing signed by a duly authorized representative on behalf of the party claimed to have waived.##8.6 Customer Acknowledgement. Customer agrees that UC Innovation, Inc. may from time to time identify Customer (with Customer's name, logo, or trademark) as a UC Innovation, Inc. customer in or on UC Innovation, Inc.'s website, sales and marketing materials, or press releases. If Customer subsequently provides trademark guidelines, UC Innovation, Inc. will follow such guidelines in exercising the rights in the previous sentence. UC Innovation, Inc. may not use Customer's name, logo, or trademark for any other purpose without obtaining Customer's prior written consent.##8.7 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to its subject matter.##8.8 Government End-Users. Cloud Explorer Dataloader is deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of Cloud Explorer Dataloader by the U.S. Government shall be governed solely by the terms of this Agreement. This product was developed fully at private expense. All other use is prohibited.##8.9 Export Compliance. Customer may not export or re-export Cloud Explorer Dataloader except in compliance with the United States Export Administration Act and the related rules and regulations and all similar non-U.S. government restrictions, if applicable.
