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yplicity
End User License Agreement
This License Terms of Use is a legal agreement between You (“Licensee”) and Yplicty Ltd (“Licensor”)
that governs Licensee’s license and use of our proprietary Software whether purchased directly from
Licensor or a Reseller (“EULA” or “Agreement”).
This EULA sets forth the specific terms under which Licensor is licensing its products and providing
services to Licensee.
1.Definitions
1.1 “Add-on” means a separate component which works in conjunction with the Software to provide additional or
enhanced functionality. Add-ons include, but are not limited to, plug-ins, macros, extensions and libraries.
1.2 “Software” means the Yplicity software program, add-ons, and third-party software programs supplied by
Licensor and corresponding documentation, online or electronic documentation, and, if any, associated media and
printed materials.
1.3 “Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or
unregistered, including any application or right of application for such rights (and the “intellectual property rights”
referred to above include copyright and related rights, database rights, confidential information, trade secrets,
know-how, business names, trade names, trademarks, service marks, passing off rights, unfair competition rights,
patents, petty patents, utility models, semi-conductor topography rights and rights in designs);
2.License Grants
The licenses granted in this section are subject to the terms and conditions set forth in this EULA.
2.1 Licensor grants Licensee a non-exclusive, non-transferable (except as provided below), limited license to install
and use the Software on compatible devices. Licensee may install and use the Software as permitted by the license
type purchased described in this EULA.
2.2 License Types:
2.2.1 Org-wide License: Under the terms of an Org-wide License, the Software is licensed for use on one Salesforce
organisation. This Org-wide License will be bound to this Salesforce organisation and will only function on this
Salesforce organisation.
2.2.2 User License: Under the terms of a User License, the Software is licensed for use to one individual user on a
Salesforce organisation.
2.2.3 Trial License: A Trial License may be used only to review, demonstrate and evaluate the Software for a limited
time period. The Trial Version of the Software may have limited features and will cease operating after a
predetermined amount of time.
3.License Restrictions
Except to the extent contrary to applicable law:
3.1 The Software and its constituent parts, such as any provided Add-ons or other files, may not be
reverse-engineered, decompiled, disassembled, nor placed for distribution, sale, or resale as individual creations by
Licensee.
3.2 The provision of source code, if included with the Software, does not constitute a transfer of any legal rights to
such code, and any unauthorized resale or distribution of all or any portion of all source code and intellectual
property will be prosecuted to the fullest extent of all applicable local, national and international laws. All Software
remains Licensor’s exclusive property. If source code or modifiable files are provided, regardless of any
modifications that Licensee makes, Licensee may not redistribute them unless Yplicity has expressly designated
these as redistributable. Under no circumstances may Add-ons owned and distributed by Licensor be copied or
distributed.
3.3 Other than as expressly set forth in Section 2, Licensee may not make or distribute copies of the Software.
3.4 Licensee may not alter, merge, adapt or translate the Software, or decompile, reverse engineer, disassemble, or
otherwise reduce the Software to a human-perceivable form.
3.5 Unless otherwise expressly authorized in a separate written agreement between, and executed by Licensee and
Licensor, Licensee may not host, on a subscription basis or otherwise, the Software to permit a third party to use the
Software for any reason.
3.6 Other than as expressly set forth in Section 2 hereof, Licensee may not create derivative works based upon the
Software.
3.7 Unless otherwise provided herein, Licensee shall not (A) disclose the results of software performance
benchmarks obtained using the Trial Version to any third party without Licensor’s prior written consent, (B) use the
Trial Version for any application deployment or ultimate production purpose, or (C) use the Trial Version of the
Software for a purpose other than the sole purpose of determining whether to purchase a license to the Software;
provided, however, notwithstanding the foregoing, Licensee is strictly prohibited from installing or using the Trial
Version of the Software for any commercial training purpose.
3.9 Licensee may not export the Software into any country prohibited by the United States Export Administration Act
and the regulations thereunder.
3.10 Licensee may permit a person authorized by Licensee to access the Software to create, modify, store, convert,
manage, or display any information on the computer or computing device on which the Software is installed.
3.11 In the event that Licensee fails to comply with this EULA, Licensee may terminate the license and Licensee
must destroy all copies of the Software (with all other rights of both parties and all other provisions of this EULA
surviving any such termination).
4.Fees
4.1 In exchange for the Software, Licensee will pay to Licensor the monthly or annual fees (“License Fees”) set forth
in the order form(s) for the Software executed by Licensee (each an “Order Form” and collectively “Order Forms”).
Unless otherwise stated on the Order Form, the License Fees are exclusive of all taxes.
4.2 All undisputed amounts for License Fees are due and payable in British pounds within thirty (30) days from the
date invoice is received by Licensee, and always before the contract start date or renewal date. License Fees will be
invoiced monthly or annually in advance unless otherwise agreed to in an Order Form.
5.Support Services
During the term of this EULA, Licensor will provide Licensee with support services related to the Software (the
“Support Services”). Use of the Support Services is governed by Licensor’s policies and programs described in online
documentation and/or other Licensor-provided materials.
As part of these support services, Licensor may make available bug lists, planned feature lists, and other
supplemental informational materials.
Any supplemental software code or related materials that Licensor provides to Licensee as part of the support
services, in periodic updates to the Software or otherwise, is to be considered part of the Software and is subject to
the terms and conditions of this EULA.
With respect to any technical information Licensee provides to Licensor as part of the support services, Licensor
may use such information for its business purposes without restriction, including for product support and
development.
6.Ownership
The foregoing grants of rights give Licensee a limited license to use the Software. Except as expressly provided in
this EULA, Licensor and its suppliers retain all rights, title and interest, including all copyright and intellectual
property rights, in and to, the Software (as an independent work and as an underlying work serving as a basis for any
improvements, modifications, derivative works, and applications Licensee may develop), and all copies thereof. All
rights not specifically granted in this EULA, including local and international copyrights, are reserved by Licensor and
its suppliers.
7.Limited Warranty and Disclaimer
7.1 Except with respect to the Sample Code and the Trial Version of the Software, Licensor warrants that, for a
period of thirty (30) days from the date of delivery, the Software will perform in substantial conformance with the
documentation supplied with the Software. Licensor represents and warrants to Licensee that: (A) it owns or
otherwise has the irrevocable right to license, provide and deliver the Software and that it possesses all rights and
interests in the Software otherwise necessary to enter into this EULA; (B) upon at the Effective Date and during the
Term of this EULA, the Software shall be free and clear of all liens, restrictions, claims, charges, security interests, or
other encumbrances of any nature whatsoever which might affect or adversely impact on Licensee’s use of the
Software hereunder; (C) no approval, authorization, consent, permission, or waiver to or from, or notice, filing, or
recording to or with, any person, entity or governmental authority is necessary for the execution and delivery of this
EULA and the license granted hereunder; and (D) the Software and the use and receipt thereof by Licensee does not
and will not infringe, violate or in any manner contravene, breach or constitute an unauthorized use or
misappropriation of any patent, trademark, copyright, license, contractual or other property or proprietary right of any
third party or constitute the unauthorized use or misappropriation of a third party trade secret and there are no
claims, demands or proceedings that have been instituted, or are pending or threatened, by any person against
Licensor or, to Licensor’s knowledge, any licensee or customer of Licensor alleging any matter contrary to the
foregoing.
7.2 LICENSOR PROVIDES NO REMEDIES OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, FOR THE SAMPLE
CODE, THE TRIAL VERSION OR ANY PRE-RELEASE VERSIONS OF THE SOFTWARE. THE SAMPLE CODE, THE TRIAL
VERSION AND ANY PRE-RELEASE VERSIONS OF THE SOFTWARE ARE PROVIDED “AS IS”.
7.3 EXCEPT AS SET FORTH IN THE FOREGOING LIMITED WARRANTY WITH RESPECT TO SOFTWARE OTHER THAN
THE SAMPLE CODE AND THE TRIAL VERSION AND ANY PRE-RELEASE VERSIONS, LICENSOR AND ITS SUPPLIERS
DISCLAIM ALL OTHER WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, OR OTHERWISE,
INCLUDING THE WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES
NOT WARRANT THAT THE SOFTWARE IS ERROR-FREE OR WILL OPERATE WITHOUT INTERRUPTION. NO RIGHTS
OR REMEDIES REFERRED TO IN ARTICLE 2A OF THE UCC WILL BE CONFERRED ON LICENSEE UNLESS EXPRESSLY
GRANTED HEREIN. THE SOFTWARE IS NOT DESIGNED, INTENDED OR LICENSED FOR USE IN HAZARDOUS
ENVIRONMENTS REQUIRING FAIL-SAFE CONTROLS, INCLUDING WITHOUT LIMITATION, THE DESIGN,
CONSTRUCTION, MAINTENANCE OR OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR
COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, AND LIFE SUPPORT OR WEAPONS SYSTEMS. LICENSOR
SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH PURPOSES.
7.4 IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SOFTWARE, ALL SUCH
WARRANTIES ARE LIMITED IN DURATION TO THIRTY (30) DAYS FROM THE DATE OF DELIVERY.
7.5 NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR, ITS DEALERS, DISTRIBUTORS, AGENTS
OR EMPLOYEES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY
PROVIDED HEREIN.
7.6 SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION
MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS AND LICENSEE MAY
ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
8.Exclusive Remedy
Licensee’s exclusive remedy under Section 7 is to raise a support case on the Yplicty website
hhttps://www.yplicity.com including a description of the problem. Licensor will use reasonable commercial efforts to
correct such non-conformance, or if such obligation is inadequate as a remedy or, in Licensor’s opinion, impractical,
to refund to Licensee the monthly or annual License Fees paid for the Software. Licensor shall have no responsibility
if the Software has been altered in any way by Licensee, if the media has been damaged by misuse, abuse,
modification or misapplication, or if the failure arises out of the use of the Software with other than a recommended
configuration. Any such misuse, abuse, modification or misapplication of the Software will void the warranty above.
THIS REMEDY IS THE SOLE AND EXCLUSIVE REMEDY AVAILABLE TO LICENSEE FOR BREACH OF EXPRESS OR
IMPLIED WARRANTIES WITH RESPECT TO THE SOFTWARE AND RELATED DOCUMENTATION.
9.INDEMNIFICATION AND LIMITATION OF LIABILITY
9.1 IN CONNECTION WITH LICENSEE’S USE OF THE SOFTWARE OR PORTIONS OR COMPONENTS THEREOF
DURING THE TERM OF THIS EULA, LICENSOR, AT ITS SOLE EXPENSES, HEREBY AGREES TO INDEMNIFY, DEFEND
AND HOLD HARMLESS LICENSEE AND ITS AFFILIATES AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND
AGENTS (EACH AN “INDEMNIFIED PARTY” AND COLLECTIVELY, “THE “INDEMNIFIED PARTIES”) AGAINST ANY AND
ALL THIRD PARTY CLAIMS, DEMANDS, SUITS, ACTIONS AND PROCEEDINGS AT LAW OR IN EQUITY (EACH A
“CLAIM” AND COLLECTIVELY, THE “CLAIMS”) AND ALL RELATED LIABILITIES, JUDGMENTS, AWARDS,
SETTLEMENTS DAMAGES AND COSTS INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES AND
EXPENSES (COLLECTIVELY “LOSSES”) ASSERTED AGAINST OR INCURRED BY LICENSEE OR ANY OTHER
INDEMNIFIED PARTY ARISING OUT OF OR IN CONNECTION WITH ANY CLAIM OR ALLEGATION THAT: (A) THE
SOFTWARE OR PORTIONS OR COMPONENTS THEREOF, OR THE USE THEREOF FOR THE USES PERMITTED
HEREUNDER, INFRINGES, CAUSES THE INFRINGEMENT OR MISAPPROPRIATES OF ANY PATENT, COPYRIGHT,
TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT, LICENSE, CONTRACTUAL OR OTHER
PROPERTY OR PROPRIETARY RIGHT OF ANY THIRD PARTY, WHETHER OR NOT SUCH CLAIM OR ALLEGATION IS
SUCCESSFUL; OR (B) IF TRUE, WOULD CONSTITUTE A BREACH OF ANY REPRESENTATION, WARRANTY OR
COVENANT MADE BY LICENSOR HEREUNDER. LICENSEE WILL GIVE PROMPT WRITTEN NOTICE OF ANY CLAIM OF
WHICH LICENSEE IS AWARE TO LICENSOR (THE FAILURE BY LICENSEE TO GIVE NOTICE AS PROVIDED ABOVE
SHALL NOT RELIEVE LICENSOR OF ITS OBLIGATIONS UNDER THIS SECTION). IF THE SOFTWARE, OR ANY PART
THEREOF, CONSTITUTE OR MAY CONSTITUTE INFRINGEMENT OR MISAPPROPRIATION OF ANOTHER PARTY’S
RIGHTS AND/OR LICENSEE’S USE THEREOF IS OR MAY BE ENJOINED, LICENSOR WILL AT ITS OPTION AND
EXPENSE: (I) OBTAIN FOR LICENSEE THE RIGHT TO USE SOFTWARE; (II) REPLACE OR MODIFY SOFTWARE IN
SUCH A WAY THAT IT IS NON-INFRINGING AND SUBSTANTIALLY PERFORMS IN THE SAME MANNER; OR IF
NEITHER OF THE PROCEEDING OPTIONS ARE COMMERCIALLY REASONABLY ACHIEVABLE, (III) LICENSEE WILL
REMOVE THE SOFTWARE, LICENSOR WILL REFUND TO LICENSEE ANY UNUSED ANNUAL LICENSE FEES, AND
LICENSEE SHALL NOT ANY OBLIGATION TO PAY ANY ADDITIONAL FEES.
9.2 NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,
COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR THE INABILITY TO USE
EQUIPMENT OR ACCESS DATA, LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION OR THE LIKE),
ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SOFTWARE AND BASED ON ANY THEORY OF LIABILITY
INCLUDING BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE.
9.3 EXCEPT WITH RESPECT TO CLAIMS MADE UNDER SECTION 9.1, EACH PARTY’S TOTAL LIABILITY TO THE
OTHER FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER WILL BE LIMITED TO THE AMOUNT PAID BY
LICENSEE FOR THE SOFTWARE.
9.4 THE EXCLUSIONS IN SECTIONS 9.2 AND 9.3 SHALL APPLY TO THE FULLEST EXTENT PERMISSIBLE AT LAW,
BUT LICENSOR DOES NOT EXCLUDE LIABILITY FOR:
(A) DEATH OR PERSONAL INJURY CAUSED BY THE NEGLIGENCE OF LICENSOR, ITS OFFICERS, EMPLOYEES,
CONTRACTORS OR AGENTS;
(B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR
(C) ANY OTHER LIABILITY WHICH MAY NOT BE EXCLUDED BY LAW.
9.4 THE FOREGOING LIMITATIONS ON LIABILITY ARE INTENDED TO APPLY TO THE WARRANTIES AND
DISCLAIMERS ABOVE AND ALL OTHER ASPECTS OF THIS EULA.
10. Basis of Bargain
The Limited Warranty and Disclaimer, Exclusive Remedies and Limitation of Liability set forth above are fundamental
elements of the basis of the agreement between Licensor and Licensee. Licensor would not be able to provide the
Software on an economic basis without such limitations.
11. Third-Party Software
The Software may contain third-party software which requires notices and/or additional terms and conditions. By
accepting this EULA, Licensee is also accepting the additional terms and conditions, if any, set forth therein.
12. Marketing
Licensee agrees to be identified as a customer of Licensor. Licensor may with Licensee’s prior written consent,
which may be withheld for any reason, refer to Licensee by name, trade name and trademark, if applicable, and may
briefly describe Licensee’s business in Licensor’s marketing materials and website. If Licensee chooses to give such
written permission, Licensee thereby grants Licensor a license to use Licensee’s name and any of Licensee’s trade
names and trademarks noted in the written permission, solely in connection with the rights granted to Licensor
pursuant to this marketing section.
13. Term and Termination
13.1 The “Term” of this EULA will commence on the Effective Date stated above and will remain in effect until
terminated pursuant to the terms of this Section.
13.2 The “Initial Subscription Term” of this EULA is set forth in such Order Form. Upon expiration of the Initial
Subscription Term of any Quote, the term of such Quote will be automatically renewed unless terminated as
provided in this Section.
13.3 Non-Renewal. Either party may terminate this EULA and all Quotes, effective on the expiration of the
then-current term, by notifying the other party in writing at least 30 business days before the expiration of such term.
13.4 Termination for Cause. Either party may terminate this EULA if the other party: (a) fails to cure any material
breach of this EULA within 30 days after written notice of such breach; (b) ceases operation; or (c) seeks protection
under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if
any such proceeding is instituted against such party (and not dismissed within sixty (60) days). Termination is not
an exclusive remedy, and the exercise by either party of any remedy under this EULA will be without prejudice to any
other remedies it may have, by law or otherwise.
14. Intellectual Property Rights
If the licensed right of use for the Software is purchased by Licensee with an intent to reverse engineer, decompile,
or illegally transfer any intellectual property, trade secrets, including any exposed methods or source code where
provided, no right of use shall exist, and any products created as a result shall be judged illegal by definition of all
applicable law. Any sale or resale of intellectual property or created derivatives so obtained will be prosecuted to the
fullest extent of all local, national and international law.
15. EU DATA PROTECTION (GDPR)
15.1. EU Data Protection Directive 95/46/EC and Processing Personal Data. Since the Services run entirely within
Licensee’s Salesforce Org, Licensor is not directly managing Licensee’s data with respect to the storage, transfer,
blocking, or destruction of personal data nor the purpose, timing or frequency of such events. While Licensee’s data
is used in connection with Licensee’s use of the Service, all Licensee’s data remains within Licensee’s Salesforce
data servers, without direct access or inter-mediation by Licensor. For the purposes of the EU Data Protection
Directive and this Agreement, Licensor considers itself neither a “Data Processor” nor a “Data controller”. As such,
Licensor does not possess documentation for security measures that protect Licensee’s data as this is obtainable
only from Salesforce. This does not mean that these security features are not present, but rather that Licensor has
no involvement nor bearing over the specific measures enacted to protect Licensee’s data or direct control of how
data is processed.
16. General
15.1 This EULA and any dispute or claim arising out of or in connection with it or its subject matter or formation
(including non-contractual disputes or claims) shall be governed by the internal laws of England and Wales, without
giving effect to principles of conflict of laws. In each case, this EULA shall be construed and enforced without regard
to the United Nations Convention on the International Sale of Goods.
15.2 If this Software was acquired outside England and Wales, then Licensee agrees to the adherence to all
applicable international treaties regarding copyright and intellectual property rights which shall also apply. In
addition, Licensee agrees that any local laws to the benefit and protection of Licensor’s ownership of, and interest in,
its intellectual property and rights of recovery for damages thereto will also apply.
15.3 This EULA contains the complete agreement between the parties with respect to the subject matter hereof, and
supersedes all prior or contemporaneous agreements or understandings, whether oral or written. Licensee agrees
that any varying or additional terms contained in any purchase order or other written notification or document issued
by Licensee in relation to the Software licensed hereunder shall be of no effect. The failure or delay of either party to
exercise any of its rights under this EULA or upon any breach of this EULA shall not be deemed a waiver of those
rights or of the breach.
15.4 Licensor may at any time assign all of its rights and obligations under this EULA, provided it gives Licensee
written notice.
15.5 If any provision of this EULA shall be held by a court of competent jurisdiction to be contrary to law that
provision will be enforced to the maximum extent permissible and the remaining provisions of this EULA will remain
in full force and effect.
15.6 Licensor and other trademarks contained in the Software are trademarks or registered trademarks of Licensor
in the United Kingdom and/or other countries. Third party trademarks, trade names, product names and logos may
be the trademarks or registered trademarks of their respective owners. Licensee may not remove or alter any
trademark, trade names, product names, logo, copyright or other proprietary notices, legends, symbols or labels in
the Software. This EULA does not authorize Licensee to use Licensor’s names or any of their respective trademarks.
Approved by Samuel Arroyo - Director
Version 1.0
Date 6 August 2020
Classification Public