AppExchange

QAS FOR SALESFORCE.COM APPLICATION – TERMS AND CONDITIONS

By clicking the "I Accept" button below, you agree on behalf of your organization to the legally binding terms and conditions below (the "Agreement") governing your use of the QAS for salesforce.com application (“Application) owned and provided by QAS Limited with company registration number 02582055 of Talbot House, Talbot Street, Nottingham, NG80 1TH (“Experian QAS” or “we” or “us” or “our”). If you are entering into this Agreement on behalf of a company or other organization, you must have the authority to bind your company or organization to this Agreement and the terms “you” and “your” will refer to that company or organization. If you do not have that authority, or if you do not agree with these terms and conditions, you must select the “I Do Not Accept this Agreement” button and you may not install the Application. Any queries in relation to this Agreement should be sent to legal@qas.com. This Agreement is effective as of the date of your acceptance.

1. LICENSE
1.1 We hereby grant you a royalty-free, non-transferable, non-exclusive license, upon acceptance of this Agreement and in accordance with the terms and conditions of this Agreement, to use and integrate the Application into your Salesforce CRM (“Permitted Purpose”).
1.2 You acknowledge and agree that this Application will enable you to technically access, but not use, the QAS On Demand service. Your use of the QAS On Demand service is subject to
i) Our acceptance of your application for a QAS On Demand account; and
ii) Your purchase of the associated license; and
iii) Your acceptance of the associated terms and conditions.
Any query in relation to the QAS On Demand service should be directed to: 0800 197 7920 (UK); 1-888-322-6201 (US); +612 9922 4422 (AUS).
You acknowledge that QAS Limited has a number of operations globally and if you use the QAS On Demand service in a territory outside of the UK you may be contracting with a subsidiary or local branch of QAS Limited.
1.3 You shall not use the Application for your business development or for any use other then the Permitted Purpose nor, without QAS’ prior written consent, make any copies of the Application, install the Application in any other system other than the your Salesforce CRM system, create a derivative work by any means nor decompile, disassemble or reverse engineer or distribute the Application and observe in good faith the standard integration and acceptance test procedures for the Application as set out in the guide, operational manual and any other materials relating to operation of the Application as may be provided to you.
1.4 Your employees, sub-contractors or agents may use and access the Application for the Permitted Purpose only and you shall be liable for their compliance with the terms and conditions set out in this Agreement.
1.5 Use of the Application is free of charge and any and all expenses, costs and charges incurred by you in the installation, integration, access or use of the Application shall at your own cost but, for the avoidance of doubt, use of the QAS On Demand service is not free of charge. For further information regarding these charges please contact us using the relevant telephone number set out above. Basic installation support in relation to the Application is available at http://www.qas.com/uk/support (UK); http://www.qas.com/us/support (US); http://www.qas.com/au/support (AUS).

2. NEW RELEASES AND VERSIONS
2.1 We shall use reasonable endeavours to ensure that you have access to any maintenance release relating to the Application including error fixes, minor upgrades and patches or a new version (as determined by us) of the Application, or part thereof, which we generally make available.

3. OWNERSHIP
3.1 This Agreement does not transfer any right, title or interest, including any all intellectual property rights of any kind existing anywhere in the world whether or not registered and all applications, renewals and extensions of the same including, without limitation, copyright, database rights, design rights, patents, trade marks, service marks, trade names and other rights in goodwill, rights in know-how, trade secrets and other Confidential Information (“Intellectual Property Rights”) in any such Application to you.

4. WARRANTIES AND LIABILITY
NEITHER WE NOR ANY OF OUR EMPLOYEES MAKE ANY WARRANTY, CONDITION, UNDERTAKING OR REPRESENTATION, EXPRESS OR IMPLIED, OR ASSUME ANY LEGAL LIABILITY (TO THE EXTENT PERMITTED BY LAW) OR RESPONSIBILITY FOR THE CONDITION, ACCURACY, FITNESS FOR PURPOSE, SUITABILITY AND/OR QUALITY OF THE APPLICATION. WE FURTHER GIVE NO CONDITION, WARRANTY OR UNDERTAKING AS TO THE BENEFITS WHICH MAY ACCRUE, INCLUDING PROFITABILITY, REVENUE OR PRICING BENEFITS, FROM YOUR USE OR PROPOSED USE OF THE APPLICATION. THEREFORE, IN NO EVENT, SHALL WE, OR OUR EMPLOYEES, BE LIABLE FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHER ACTION, ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE APPLICATION EXCEPT TO THE EXTENT PERMITTED BY LAW. YOU SHOULD THEREFORE RELY ON YOUR OWN INDEPENDENT DUE DILIGENCE PRIOR TO INSTALLATION OF THE APPLICATION.

5. TERM AND TERMINATION
5.1 We may immediately terminate this Agreement by notice in writing and without liability to you if
i) You breach any material term or condition of this Agreement which is capable of remedy and fail to remedy that breach within seven days of being notified of the breach in writing; or
ii) You breach any material term or condition of this Agreement which is incapable of remedy; or
iii) Your use of the QAS On Demand service is terminated for any reason or expires; or
iv) You challenge or dispute the validity of any of our Intellectual Property Rights; or
v) You purport to assign any of your rights or obligations under this Agreement.
Upon termination or expiry of this Agreement for any reason you shall at your sole cost destroy, or at our option, return, all media, documentation and other materials relating to or on which the Application is held (other than correspondence which has passed between the parties) and you shall stop integrating the Application with your Salesforce CRM or using the Application in any way and certify to us that you have complied fully with this clause.

6. GENERAL
6.1 Failure or neglect by either party to enforce at any time any of the provisions of this Agreements not to be construed or deemed to be a waiver of that party’s rights under this Agreement. Each party acknowledges and agrees that in entering into this Agreement it does not rely on any undertaking, promise, assurance, statement, representation, warranty or understanding (whether in writing or not) of any person (whether party to this agreement or not) relating to the subject matter of this Agreement other than as expressly set out in this Agreement. If any part of this Agreement is found to be invalid or unenforceable by any Court or other competent body, such invalidity or unenforceability shall not affect the other provisions of this Agreement and such other provisions shall remain in full force and effect.
6.2 Save as expressly provided in this Agreement, no amendment or variation of this license shall be effective unless in writing and signed by a duly authorised representative of each of the parties to it.
6.3 Subject to Clause 1.4, you may not assign, novate, transfer, sub contract, encumber, mortgage or license all or any part of this Agreement or any of your rights, benefits or obligations under it in any way without our prior written consent which consent will not be unreasonably withheld.
6.4 Any notice to be given under this Agreement to be delivered by post, hand delivery, or facsimile (such facsimile to be confirmed by letter posted within twelve (12) hours of the facsimile being sent) to the address of the other party as set out in this Agreement (or such other address as may be notified).
Such notice will be deemed to have been given or served upon the expiration of twenty-four (24) hours after posting, at the time of delivery if by hand delivery, and upon the expiration of twelve (12) hours if by facsimile. If a notice is received by a party after 5pm (that party’s time) or on a day when that party is not ordinarily open for business, the notice will be deemed to have been given at 9am on the next day when that party is ordinarily open for business.
6.5 This Agreement contains the entire understanding between us as to the license of the Application for the Permitted Purpose. This Agreement supersedes any terms and conditions relating to the subject matter of this Agreement.
6.6 This Agreement is governed by and to be construed in accordance with the laws of England. Any disputes concerning this Agreement are to be resolved by the courts or other tribunals or processes of England.

7. jQuery
Copyright (c) 2009 John Resig, http://jquery.com/
Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the "Software"), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:
THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.
* End of Agreement *