AppExchange

Exari AppExchange Terms of Use

PLEASE READ CAREFULLY: THESE TERMS ARE LEGALLY BINDING ON YOU AND YOUR ORGANIZATION.

BY CLICKING "I ACCEPT" OR BY USING THIS APPLICATION, YOU AGREE TO THE FOLLOWING TERMS OF USE ("TERMS") FOR THIS APPLICATION. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THIS APPLICATION.

1. Introduction. These terms of use ("Terms") govern your use of the Exari NDA Accelerator (“Application”), a web-based, on-demand application developed and made available on the Salesforce.com AppExchange by Exari Systems, Inc. (“Exari”), which combines functionality of the force.com platform, Exari’s document assembly and contract automation software, automated document templates, and related configuration and data files. In these Terms, any reference to the Application will taken to include any related documentation provided by Exari (including but not limited to release notes, administration and user guides, and on-line help) and any works based upon or derived from the Application (including without limitation revisions, improvements, alterations, adaptations, translations, reproductions, abridgments, condensations, annotations, elaborations, or other modifications) by whomever made.

2. EXCLUSIONS AND LIMITATIONS OF LIABILITY. THIS APPLICATION IS PROVIDED "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL EXARI OR OTHER CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR SIMILAR DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS APPLICATION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, AT NO TIME WILL THE CUMULATIVE LIABILITY OF EXARI FOR ALL CLAIMS ARISING OUT OF, RELATED TO, OR CONNECTED IN ANY WAY WITH THESE TERMS OR THE APPLICATION, UNDER ANY THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT OF FEES (IF ANY) PAID BY YOU TO EXARI UNDER THESE TERMS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. THE FOREGOING LIMITATIONS OF LIABILITY AND EXCLUSIONS OF CERTAIN DAMAGES WILL APPLY REGARDLESS OF THE SUCCESS OR EFFECTIVENESS OF ANY REMEDIES PROVIDED. THESE LIMITATIONS AND EXCLUSIONS REPRESENT AN AGREED ALLOCATION OF RISK BETWEEN THE PARTIES AND ARE AN ESSENTIAL PART OF THESE TERMS.

3. NOT LEGAL ADVICE. IT IS YOUR RESPONSIBILITY TO REVIEW AND DETERMINE THE SUITABILITY OF ANY DOCUMENT GENERATED FROM THE APPLICATION, AND TO CONSULT YOUR OWN INDEPENDENT LEGAL ADVISER BEFORE USING ANY SUCH DOCUMENT. EXARI DOES NOT WARRANT OR GUARANTEE THAT ANY DOCUMENT TEMPLATE INCLUDED WITH THE APPLICATION (OR ANY DOCUMENT GENERATED FROM IT) IS ACCURATE, COMPLETE, UP TO DATE, OR FIT FOR ANY PURPOSE WHATSOEVER. BY MAKING THIS APPLICATION AVAILABLE, EXARI IS NOT PROVIDING LEGAL ADVICE AND YOU SHOULD NOT USE THE APPLICATION AS A SUBSTITUTE FOR LEGAL ADVICE.

4. What You ARE Licensed To Do. Unless these Terms provide otherwise, you may use the Application for your internal business purposes, as an ordinary, licensed end user of Salesforce.com, and Exari grants you (and you accept) a non-exclusive, non-transferable limited license to use the Application for that purpose. Your license is valid during and expires at the end of the term of your Salesforce.com subscription, unless terminated earlier in accordance with these Terms.

5. What You Must NOT Do. You must not: (a) publish, distribute, commercialize or publicly display all or part of the Application; (b) reverse engineer, decompile, disassemble or otherwise attempt to derive source code for the Application, or attempt to discover any of its underlying structure, designs, processes or algorithms, except and only to the extent that such activities cannot be restricted under applicable law; (c) access or use the Application for the purpose of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; (d) alter, remove, obscure, skip or work around any copyright, patent, trademark or other proprietary notice, rights management information, or “click-wrap” agreement that may be attached to or used in connection with the Application; (e) make any enhancements or modifications to the Application, unless you have first obtained express written approval from an authorized officer of Exari; (f) transfer, sell, lease, rent, assign, charge or sublicense any of your rights under these Terms; (g) use the Application for any unauthorized or unlawful purpose; (h) use or access all or part of the Application if you are or plan to become a direct competitor of Exari, or an employee, contractor or agent of such a direct competitor; (i) permit any direct competitor of Exari to access or use all or part of the Application; (j) impersonate another user of the Application or provide false identity information to gain access to or use the Application; and/or (k) share your user credentials/login with anyone, or allow anyone other than you personally to access or use the Application. You must notify Exari immediately of any breach or suspected breach of these restrictions of which you become aware.

6. Intellectual Property. Title to, and all present and future Intellectual Property rights in, the Application and any other deliverables provided by Exari, are owned by Exari or third party licensors. You acknowledge that these Terms do not transfer to you or otherwise provide you with ownership of any part of the Application or Exari’s Intellectual Property, but merely a limited right of use as expressly specified herein. In these Terms, "Intellectual Property" or "IP" means: (a) any discovery, concept, idea, improvement or invention, whether or not patentable, including but not limited to processes, methods, software, devices, tangible research products, formulas, techniques and improvements, and know-how related thereto, and including, but not limited to, any U.S. and foreign patent and patent application claiming the discovery, concept, idea, improvement or invention; (b) any copyright, trademark right, trade secret right, know-how, database right, URL or domain name right, and design right; (c) any other current or future intellectual property right; and (d) any applications, registrations, rights to apply for or register, and licenses of the foregoing.

7. Confidential Information. During the term of these Terms and for three (3) years after termination or expiry, each party agrees to keep confidential any and all financial, business, technical, marketing, commercial, research and other information of or disclosed by the other party, in a material form or otherwise, which a reasonable person would treat as confidential, including any copies, reproductions or records of or based on that information ("Confidential Information"). Confidential Information excludes information which a party can provide written evidence to demonstrate is: (a) generally available from public sources other than as a result of a breach of these Terms; (b) already in its possession without an obligation of confidentiality; (c) rightfully received from a third party not under any obligation to keep such information confidential; (d) independently developed by it. A party may use Confidential Information of the other party only for the purposes of, and only to the extent authorized or required by, these Terms, and may disclose any such information only to its employees and contractors who have a demonstrable need to know and who are subject to legally enforceable non-disclosure obligations equivalent to those set out in these Terms.

8. Termination. Exari may terminate these Terms if you breach of one of its material provisions or stop carrying on business, or become subject to any form of external insolvency, bankruptcy or similar administration. Breaches of a material provision include, without limitation, a breach by you of Section 4, 5 or 7. Notwithstanding the foregoing, your license under these Terms terminates automatically if you breach paragraph (a), (b), (f), (h) or (i) of Section 5. Upon expiration or termination: (a) you will immediately cease to use the Application; (b) you will promptly return or destroy any part of the Application, and any other materials provided by Exari, in your possession or control, together with all copies thereof; and (c) each party will return or destroy any Confidential Information of the other party in its possession or control, together with all copies thereof. In no event will any refund of fees (if any) be due upon any termination or expiration of these Terms, except as otherwise expressly provided in these Terms. The following will survive the expiration or termination of these Terms: (1) subject to Section 9, any claim for breach or damages arising before or continuing after expiration or termination; (2) Sections 2, 3, 5 and 6; and (3) the restrictions on the use and disclosure of Confidential Information set out in Section 7.

9. Legal Action. You acknowledge that a breach by you of these Terms relating to any IP of Exari may cause irreparable harm to Exari and agree that, in order to prevent or limit the harm of any such breach or anticipated breach, Exari will be entitled to immediate injunctive or other equitable relief (including ex parte relief) from a court of competent jurisdiction. Except for actions and proceedings for breach of Exari's IP rights, or any breach of confidentiality, no action or proceeding arising out of, related to, or connected with these Terms in any way, regardless of the theory of liability or form of action or proceeding, may be brought by any party more than one year after the cause of action accrues. You acknowledge and agree that: (a) no third party including, without limitation, any officer, director, shareholder, unit holder, partner of or holder of any beneficial interest in Exari or its Affiliates will have any obligations under these Terms; (b) at any time, you may not seek any remedy for any action, inaction or breach under these Terms from any party other than Exari; (c) you may not initiate any court or other legal proceedings or seek any remedy from any party other than from Exari for any cause of action relating to the Application, Exari’s Intellectual Property, any related services, or any actions of Exari; and (d) nothing in these Terms is intended to grant rights to anyone other than you and Exari whether under statute or otherwise. In these Terms, "Affiliate" means any entity controlling, controlled by or under common control with such party, and, for the purposes of this definition, “control” of a corporate entity means ownership of more than 50% of the issued voting share capital of such entity.

10. Miscellaneous. (a) No party will be liable for failure or delay in performance of any of its obligations under these terms, or for any damages caused thereby, if such failure or delay is caused by, or arises in connection with, any act of God, act of public authority, injunction, war, embargo, strike, lock out, failure or delay of supplier or carrier, failure of public utility, casualty, or natural disaster, or any other cause, circumstance or condition, whether pre-existing or supervening and whether similar or dissimilar to the foregoing, that is beyond the reasonable control of the party (each such cause, circumstance or condition a "Force Majeure condition"), provided that the party will have used reasonable commercial efforts to avoid such occurrence and minimize its duration. To the extent failure or delay in performance is caused by a Force Majeure condition, such party will be excused from performance hereunder so long as such Force Majeure condition continues to prevent such performance. (b) These terms will be governed by and determined in accordance with the substantive law of the State of Delaware, USA, and substantive US Federal law, without giving effect to the choice of law principles. (c) Disclaimers, exclusions, limitations and other protections under these Terms are made for the benefit of Exari, its Affiliates and third party licensors and contractors to Exari. (d) You will comply fully with all relevant export laws and regulations of the United States and any other applicable jurisdiction ("Export Laws") to assure that neither the Application, nor any direct product of it is exported, directly or indirectly, in violation of the Export Laws, or used for any purpose prohibited by the Export Laws. (e) These Terms constitute the entire agreement between you and Exari and replace and supersede all earlier agreements, quotations, proposals, orders, understandings, representations, warranties, conditions, covenants, and other communications whatsoever between you and Exari regarding the subject matter contained herein, whether written or oral, express or implied. (f) Exari reserves the right to modify these Terms at any time, effective upon publishing an updated version of these Terms. You are responsible for regularly reviewing these Terms. Continued use of the Software after any such changes shall constitute your consent to such changes. (g) None of these Terms will be deemed waived, except by written consent of all the parties. Any waiver of any individual breach of these terms will not be deemed a waiver of any other breach or a waiver of the underlying right. (h) These Terms are severable. If any term or condition is found to be illegal or unenforceable, all other terms will remain in force, unless to do so would frustrate the essential purposes of the parties under these Terms. (i) You will not assign or otherwise transfer these Terms or the license granted hereunder, in whole or in part, without the prior written consent of Exari. Exari may assign these Terms and its rights and duties by assignment, merger or otherwise and will give notice to you if it does so. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the heirs, legal representatives, permitted successors, and permitted assigns of the parties hereto.