End User License Agreement – Free Software
XCEEDE SOLUTIONS, INC. (“COMPANY”) LICENSES THIS SOFTWARE PRODUCT TO YOU (“YOU” OR “LICENSEE”) SUBJECT TO THE TERMS CONTAINED IN THIS END USER LICENSE AGREEMENT (THIS “AGREEMENT” OR “EULA”). READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING, COPYING AND USING THIS SOFTWARE AND ITS ACCOMPANYING DOCUMENTATION IF ANY (COLLECTIVELY THE “SOFTWARE”). THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED, NOT SOLD, TO YOU UNDER THIS EULA.
THIS EULA IS A LEGAL AGREEMENT CONCERNING THE SOFTWARE BETWEEN YOU, AS EITHER AN INDIVIDUAL OR A SINGLE BUSINESS ENTITY AND COMPANY. THIS AGREEMENT SUPERSEDES AND REPLACES ANY PRIOR PROPOSAL, REPRESENTATION, OR UNDERSTANDING YOU MAY HAVE HAD WITH COMPANY RELATING TO THE SOFTWARE.
1. Assent to Be Bound.
You agree that, unless otherwise specifically provided herein or agreed by the Company in writing, the Software and the related documentation, if any (the “Documentation”), including the specific design, structure, functions and features of the Software (and any individual programs) provided to you by Company constitute confidential proprietary information of Company. You shall permit only authorized users who possess rightfully obtained licenses to use the Software (or to view the Documentation). You agree not to transfer, copy, disclose, provide or otherwise make available such confidential information in any form to any third party without the prior written consent of Company. You agree to implement reasonable security measures to protect such confidential information, but without limitation to the foregoing, shall use best efforts to maintain the security of the Software provided to you by Company. You will use your best efforts to cooperate with and assist Company in identifying and preventing any unauthorized use, copying, or disclosure of the Software, Documentation, or any portion thereof.
It is expressly understood, acknowledged and agreed that you may, regardless of whether or not formally requested to do, provide to Company reasonable suggestions, comments and feedback regarding the Software, including but not limited to usability, bug reports and test results, with respect to Software testing (collectively, “Feedback”). If you provide such Feedback to Company, you shall grant Company the following worldwide, non-exclusive, perpetual, irrevocable, royalty free, fully paid up rights: (i) to make, use, copy, modify, sell, distribute, sub-license, and create derivative works of, the Feedback as part of any Company product, technology, service, specification or other documentation (individually and collectively, “Company Products”); (ii) to publicly perform or display, import, broadcast, transmit, distribute, license, offer to sell, and sell, rent, lease or lend copies of the Feedback (and derivative works thereof) as part of any Company Product; (iii) solely with respect to Licensee’s copyright and trade secret rights, to sublicense to third parties the foregoing rights, including the right to sublicense to further third parties; and (iv) to sublicense to third parties any claims of any patents owned or licensable by Licensee that are necessarily infringed by a third party product, technology or service that uses, interfaces, interoperates or communicates with the feedback or portion thereof incorporated into a Company Product, technology or service. Further, you warrant that your Feedback is not subject to any license terms that would purport to require Company to comply with any additional obligations with respect to any Company Products that incorporate any Feedback.
4. Grant of License.
Subject to the terms and conditions of this Agreement, Company hereby grants to you a non-exclusive, non-transferable license (without the right to sublicense) (i) to install the Software solely within the environment or services provided by Salesforce.com, Inc. (“Salesforce”) separately licensed or obtained by you; and (ii) to use the Software solely in accordance with the Documentation solely for purposes of your own testing and evaluation.
5. Restrictions on the License Grant.
Except as otherwise specifically permitted in this Agreement, you may not: (a) modify or create any derivative works of any Software or documentation, including translation or localization; (code written to published APIs (application programming interfaces) for the Software shall not be deemed derivative works); (b) copy the Software except as provided in this Agreement or elsewhere by Company; (c) separate Software, which is licensed as a single product, into its component parts; (d) sublicense or permit simultaneous use of the Software by more than one user; (e) reverse engineer, decompile, or disassemble or otherwise attempt to derive the source code for any Product the Software (except to the extent applicable laws specifically prohibit such restriction); (f) redistribute, encumber, sell, rent, lease, sublicense, use the Software in a timesharing or service bureau arrangement, or otherwise transfer rights to any Software. You may not transfer the Software under any circumstances; (g) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the product(s); (h) publish any results of benchmark tests run on any Software to a third party without Company’s prior written consent; or (i) use the Software outside of the environment or services provided by Salesforce separately licensed or obtained by you. You understand that data submitted or used by you in conjunction with the Software may be used outside of the services obtained from Salesforce and that Salesforce is not responsible for the privacy, security or integrity of such data outside of Salesforce’s system.
6. Economic Terms.
Company and Licensee agree that, initially, no license fees or other fees shall be payable under this Agreement in exchange for the rights granted and/or the use of the Software provided under this Agreement. Licensee acknowledges and agrees that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, Company reserves the right to start, at any moment, charging for access to and use of the Software in its sole discretion. Company shall publish any new fees in its internet properties before making them effective.
Company is under no obligation to provide technical support under the terms of this license, unless Licensee makes separate arrangements with Company and pays all fees associated with such support. Any such support provided by Company shall be subject to the terms of this Agreement as modified by an associated support agreement. Company provides no assurance that any specific errors or discrepancies in the Software will be corrected.
8. Ownership and Copyright of Software.
Title to the Software and all copies thereof remain with Company and/or or its suppliers and/or licensors. The Software is copyrighted and is protected by United States of America copyright laws and international treaty provisions. Licensee will not remove copyright notices from the Software. Licensee agrees to prevent any unauthorized copying of the Software. Except as expressly provided herein, Company does not grant any express or implied right to you under Company patents, copyrights, trademarks, or trade secret information.
9. Term and Termination.
This Agreement shall continue until terminated as set forth in this Section. Either party may terminate this Agreement at any time for any reason or no reason by providing the other party advance written notice thereof. Upon any termination of this Agreement, the rights and licenses granted to you under this Agreement shall immediately terminate, and you shall immediately cease using, and will either delete (or, at Company’ request, return or destroy), the Software, Documentation, and all other tangible items in your possession or control that are proprietary to or contain Confidential Information and shall so certify to Company that such actions have occurred. Company shall have the right to inspect and audit Licensee’s facilities to confirm the foregoing. Sections 5, and 8 through 16 and all accrued rights to payment, if any, shall survive termination of this Agreement.
THE SOFTWARE AND DOCUMENTATION ARE LICENSED “AS IS”, AND COMPANY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SYSTEM INTEGRATION, DATA ACCURACY, TITLE AND/OR NON-INFRINGEMENT TO THE EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, COMPANY EXPRESSLY DOES NOT WARRANTS THAT THE SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME RESPONSIBILITY FOR SELECTING THE SOFTWARE TO ACHIEVE YOUR INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE SOFTWARE. YOU SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE SOFTWARE.
11. Limitation of Liability.
COMPANY’S CUMULATIVE LIABILITY TO YOU OR ANY PARTY RELATED TO YOU FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR INSTALLATION OR USE OF THE SOFTWARE AND DOCUMENTATION SHALL NOT EXCEED THE AMOUNT OF LICENSE FEES PAID TO COMPANY BY YOU UNDER THIS AGREEMENT OR ONE DOLLAR (US $1) WHICHEVER IS GREATER. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, BREACH OF CONTRACT, BREACH OF WARRANTY, INDEMNITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. IN NO EVENT SHALL COMPANY BE LIABLE TO YOU OR ANY PARTY RELATED TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. United States Government Restricted Rights.
The Software and Documentation are provided with Restricted Rights. Use, duplication, or disclosure by the government is subject to restrictions as set forth in subparagraph (c)(f)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 or subparagraphs (c) (1) and (2) of the Commercial Computer Software-Restricted Rights at 48 C.F.R. S:52.227-19, as applicable.
13. Governing Law and Choice of Forum.
This Agreement shall be governed by and interpreted in accordance with the laws of the District of Columbia without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this EULA shall be resolved in the federal or state courts situated within the District of Columbia. To the maximum extent permitted by law, you hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts.
14. Export Restrictions.
You acknowledge that Software is of U.S.A. origin. You agree to comply with all applicable international and national laws that apply to the Software, including the U.S. Export Administration Regulations, as well as end-user, end-use and destination restrictions issued by U.S.A. and other governments.
15. Entire Agreement.
This Agreement constitutes the complete and exclusive agreement between you and Company with respect to the subject matter hereof, and supersedes all prior or contemporaneous oral or written communications, proposals, representations, understandings, or agreements not specifically incorporated herein. This Agreement may not be amended except in a writing duly signed by you and an authorized representative of Company.
16. Contact Info.
If you have any questions please contact us at firstname.lastname@example.org.