This End User License Agreement (“EULA”) governs End User’s use of the Software, and is incorporated by reference into the agreement and/or letter of engagement between End User and Company pursuant to which Company is making the Software available to Company.
“Company” means the entity that has contracted directly with Licensor to offer and make available the Software to Company’s clients, and the entity that has contracted directly with End User for the provision of a license to use the Software.
“Documentation” means the applicable usage guides and policies regarding the Software, as updated from time to time.
“End User” means the entity that has contracted with Company to purchase a license to use the Software, subject to the conditions of this EULA.
“End User Data” means any electronic data or information submitted by or for End User to the Software.
“Licensor” means Lawgix, Inc., a Delaware corporation with its principal place of business at 1120 20th Street, NW, Suite 720S, Washington, DC 20036.
“Order Form” means the ordering document specifying the Software and pricing to be provided under this EULA between Company and End User (which incorporates this EULA by reference), including any addenda, supplements, or additional product specific terms for the Software as required by Licensor.
“Software” means the software-as-a-service licensed to End User and made available through Company under this EULA.
“User” means an individual who is authorized by Company to use the Software for the benefit of Company.
2. USE OF SOFTWARE AND CONTENT
End User agrees that its purchase is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Licensor regarding future functionality or features.
3. END USER RESPONSIBILITIES
End User shall (a) be responsible for Users’ compliance with the EULA and the Documentation, (b) be responsible for the accuracy, quality, and legality of End User Data, the means by which End User acquired End User Data, End User’s use of End User Data with the Software, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Software, and notify Licensor or Company promptly of any such unauthorized access or use, and (d) use the Software only in accordance with this EULA and the Documentation, Order Forms and applicable laws and government regulations. Any use of the Software in breach of the foregoing by End User or Users that in Licensor’s judgment threatens the security, integrity or availability of Licensor’s services, may result in Licensor’s immediate suspension of End User’s access to the Software; provided, however, Licensor will use commercially reasonable efforts under the circumstances to provide End User with notice and an opportunity to remedy such violation or threat prior to any such suspension.
4. USAGE RESTRICTIONS
End User shall not (a) make the Software available to anyone other than End User or Users, or use the Software for the benefit of anyone other than End User, unless expressly stated otherwise in an Order Form, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Software, or include the Software in a service bureau or outsourcing offering, (c) use the Software to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Software to store or transmit files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of the Software or third-party data contained therein, (f) attempt to gain unauthorized access to the Software or its related systems or networks, (g) permit direct or indirect access to or use of the Software in a way that circumvents a contractual usage limit, or use the Software to access or use any of Licensor’s intellectual property except as permitted under this EULA or an Order Form, (h) modify, copy, or create derivative works based on the Software or any part, feature, function or user interface thereof, (i) frame or mirror any part of the Software, other than framing on Company’s own intranets or otherwise for its own internal business purposes, and (j) disassemble, reverse engineer, or decompile the Software, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Software, (3) copy any ideas, features, functions or graphics of the Software, or (4) determine whether the Software is within the scope of any patent.
5. PROPRIETARY RIGHTS AND LICENSES
Subject to the limited rights expressly granted hereunder, Licensor reserves all rights, title and interest in and to the Software, including all related intellectual property rights. No rights are granted to End User hereunder other than as expressly set forth herein. End User has the right to access and use the Software subject to the terms of this EULA, the Documentation, and the applicable Order Form. End User grants to Licensor a worldwide, perpetual, irrevocable, royalty-free, license to use and incorporate into the Software any suggestions, enhancement, requests, recommendations, correction, or other feedback provided by End User or its Users, relating to the operation of the Software.
All fees payable by End User pursuant to this Agreement shall be subject to the agreement and/or letter of engagement between End User and the Company and the Order Form.
7. TERM AND TERMINATION
End User’s use of the Software may be immediately terminated and/or suspended, at Licensor’s option, upon notice due to: (a) a breach of the terms of this EULA, the Documentation or any Order Form by End User or its Users; or (b) a breach by Company of its payment obligations to Licensor with respect to the license purchased by End User in connection with this EULA. Following any termination or expiration of Company’s agreement with Licensor authorizing Company to offer and make available the Software, any existing license of the Software to an End User at the time of such termination or expiration shall remain in effect until the end of its term, and shall continue to be governed by this EULA, provided that End User is not in breach of this EULA and Licensor has received all payments due in connection with such license. Except as provided herein, following a termination or expiration of Company’s agreement with Licensor, Licensor is under no obligation to provide the Software directly to End User, or to assume a direct contractual relationship with End User. In no case will any termination, expiration, or suspension of the Software, this EULA, Company’s agreement with Licensor give rise to any liability of Licensor to End User for refunds or damages.
8. WARRANTY DISCLAIMER
AS BETWEEN LICENSOR AND COMPANY, LICENSOR MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT IS PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER.
End User will defend Licensor against any claim, demand, suit or proceeding made or brought against Licensor by a third party alleging that any End User Data infringes or misappropriates such third party’s intellectual property rights, or arising from End User’s use of the Software in breach of this EULA, the Documentation, an Order Form, or applicable law (each a “Claim”), and will indemnify Licensor for any damages, attorney fees and costs awarded against Licensor as a result of, or for any amounts paid by SFDC under a settlement agreement; provided that Licensor: (i) promptly gives End User written notice of the Claim, (ii) gives End User sole control of the defense and settlement of the Claim (provided that End User may not settle or defend any Claim unless it unconditionally releases SFDC of all liability), and (iii) provides to End User all reasonable assistance, at End User’s expense.
10. NO LIABILITY
IN NO EVENT SHALL LICENOSR HAVE ANY LIABILITY TO END USER OR ANY USER FOR ANY DAMAGES RELATED TO END USER’S PURCHASE OR USE OF THE SOFTWARE PURSUANT TO THIS EULA, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Any notices that Licensor is required to provide to End User shall be provided by Licensor to the End User or Company as determined by Licensor in its sole discretion based on the circumstances and designated contact information for notices available to Licensor. No failure or delay by Licensor in exercising any right under this EULA will constitute a waiver of that right. If any provision of this EULA is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this EULA will remain in effect. Licensor may contact End User regarding new SFDC service features and offerings. This EULA is between Company and End User; Licensor is not a party to this EULA; however, Licensor is a third-party beneficiary to this EULA. With respect to the subject matter discussed herein, in the event of any conflict or inconsistency between this EULA and any other terms or conditions in Company’s agreement with Licensor or Order Form with End User, this EULA shall prevail.