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DailyExport.io Terms of Service
Effective Date: May 26, 2020
This DailyExport.io License Agreement (“Agreement”) is by and between Odaseva Technologies SAS having an office at 144 Avenue Charles de Gaulle, 92200 Neuilly-sur-Seine, France (“Odaseva”) and the customer of Odaseva or any controlled affiliate that accepts these terms either by (A) accessing or using the proprietary DailyExport.io application (“DailyExport.io”) or (B) clicking where indicated to indicate acceptance of this Agreement with respect to DailyExport.io (“Customer”). Subject to the terms below, this Agreement permits Customer to use DailyExport.io only, and not to use any other products or technologies of Odaseva or its licensors. This Agreement
also governs Customer’s use of or access to any future updates to DailyExport.io which Odaseva may provide from time to time during the term of this Agreement.
Odaseva may change this Agreement at any time by posting revised DailyExport.io Terms of Service through the DailyExport.io program or at https://www.dailyexport.io/term-of-use or any other applicable Odaseva website. Customer’s use of DailyExport.io following any changes to this Agreement will constitute Customer’s acceptance of those changes. Such changes will not apply prior to Customer’s acceptance of the new terms.
1. License Grant; Restrictions.
Subject to the terms of this Agreement, Odaseva grants to Customer a personal, royalty-free, non- transferable, non-sub-licensable, non-exclusive, term-limited license to access and use DailyExport.io: (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 DailyExport.io 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 DailyExport.io; (b) modify, adapt, alter, improve or create any derivative works of DailyExport.io; (c) remove any copyright or other proprietary notices from DailyExport.io; (d) permit any third party to access DailyExport.io; (e) sell, rent or lease DailyExport.io; (f) access DailyExport.io in order to build a competitive product or service, or any product or service using similar ideas, features, functions or graphics or (g) use DailyExport.io for any benchmarking or other competitive purposes. If you are a
direct competitor of Odaseva, no license is granted to you and you are not authorized to use DailyExport.io. All exported data shall be stored exclusively at a datacenter in the USA. Additional use restrictions are described in the DailyExport.io documentation in effect from time to time.
2. Ownership; Feedback.
Except for the limited license granted in Section 1, Odaseva and its suppliers retain all right, title and interest in and to DailyExport.io (including all intellectual property rights). Customer hereby assigns to Odaseva any information and feedback Customer voluntarily provides regarding DailyExport.io (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. Odaseva may terminate this Agreement and Customer’s use of DailyExport.io at any time and without prior notice. Immediately upon any such termination Customer’s right to use DailyExport.io will permanently cease and Odaseva may deactivate or delete Customer’s login credentials and account, and all associated information, data, content or other materials, without any obligation to provide further access to those materials. Customer is solely responsible for exporting Customer’s data from DailyExport.io prior to termination of this Agreement. The negative covenants in Sections 1 through 8 shall survive termination of this Agreement.
DailyExport.io is provided to Customer free of charge.
5. Interaction with Salesforce.com.
Any data transferred to Salesforce.com using DailyExport.io shall be subject to all of the applicable data provisions of Customer’s agreement with Salesforce.com (e.g., privacy policies, acceptable use policies, etc.).
6. Warranty Disclaimers.
DailyExport.io is provided “As Is” without express or implied warranties of any kind, including any warranty of fitness for a particular purpose or noninfringement. Without limiting the generality of the foregoing, Odaseva disclaims any warranty that DailyExport.io will operate uninterrupted or on an error-free basis or that data loaded through DailyExport.io will not be lost or corrupted.
7. Limitation of Remedies and Damages.
In no event shall the aggregate liability of Odaseva or its affiliates arising out of or related to this Agreement exceed the total amount of Fifty (50) Euros. In no event shall Odaseva or its affiliates have any liability arising out of or related to this Agreement for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages, whether an action is in contract or tort and regardless of the ground of liability, even if a party has been advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by law. All limitations of liability of any kind in this Section are made for the benefit of
Odaseva and each of its affiliates and their respective successors and assigns.
If any provision of this Agreement shall be determined 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 French law without regard to choice or conflicts of law rules. Any disputes relating to the formation, implementation, termination and/or interpretation of this Agreement shall be subject to the exclusive jurisdiction of the Tribunal of Commerce of Paris, notwithstanding if there is more than one defendant or in the event of a third-party notice, and even in the case of protective measures, summary procedures (référé) or ex parte procedures (requête).
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.
Any notice hereunder shall be in writing to the notice address stated above for Odaseva and to the address of Customer 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 Odaseva may from time to time identify Customer (with Customer';s name, logo, or trademark) as an Odaseva customer in or on Odaseva's website, sales and marketing materials, or press releases. If Customer subsequently provides trademark guidelines, Odaseva will follow such guidelines in exercising the rights in the previous sentence. Odaseva 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.
DailyExport.io is deemed to be “commercial computer software” and “commercial computer software documentation”, respectively, pursuant to U.S. DFAR Section 227.7202 and FAR Section 12.212(b), as applicable. Any use, modification, reproduction, release, performing, displaying or disclosing of DailyExport.io 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 DailyExport.io 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.