X-AUTHOR FOR SHEETS APP LICENSE AGREEMENT
1. Welcome to Apttus’ X-Author for Sheets App for Apttus’ X-Author for Excel service (the “Agreement”). By using the X-Author for Sheets App (the “App”) you are agreeing to the terms and conditions included herein. This Agreement is a legal agreement between you and Apttus Corporation regarding your use of the App and any related information or data generated by or related to the App.
2. License to the App. Apttus grants you a limited license to access and make use of the App in accordance with the terms of this Agreement. The App is available only to current users of Apttus’ X-Author for Excel software subscription. The App is available only to individuals who can form legally binding contracts under applicable law, and therefore, excludes minors. If you are accessing the App on behalf of a business entity, you represent that you have the authority to bind the entity to this Agreement.
3. Transactional Information. The App accesses and facilitates the exporting, creation and updating of data in your salesforce instance. You agree not to hold Apttus liable for any loss or damage of any sort incurred as result of data changes initiated by your use of the App.
4. Use of the App. You may use the App only for purposes related to your use of X-Author for Excel, subject to this Agreement. You may not, without the express written consent of Apttus modify any portion of the App. The license to use the App does not include any sale, publication, lease, rent, assignment, or transferable use of the App; or any derivative use of the App; or any right to use the App to provide services to or on behalf of another party. In addition, you may not use, or permit to be used, the App in violation of any applicable law, regulation or policy, or in violation of any third parties’ rights. Your right to use the App will terminate immediately if you violate any provision of this Agreement. Upon termination, you may no longer use the App.
5. Termination and Amendment. Either you or Apttus may terminate this Agreement at any time and for any reason, but until that time it remains in force. Once this Agreement terminates or expires, all access to the App will be immediately and permanently terminated.
Apttus reserves the right, in its sole discretion, at any time and from time to time to change, modify or discontinue, temporarily or permanently, the App (or any part thereof). Apttus shall not be liable to you or other third parties for any such modification, suspension or discontinuance.
Apttus shall have the right to change or add to the terms of its Agreement at any time, and to change, delete, discontinue, or impose conditions on any feature or aspect of App upon notice by any means Apttus determines in its discretion to be reasonable, including without limitation, posting information concerning any such change, addition, deletion, discontinuance or conditions in the App or on any Apttus web site. Any use of the App by you after Apttus’ communication or publication of any such changes shall constitute your acceptance of this Agreement as modified.
6. Compliance with Applicable Law. You are responsible for complying with all applicable laws related to the App and this Agreement, including trade regulations and foreign laws. You acknowledge that the App or its underlying technology may not be downloaded to or exported or re-exported: (a) into (or to a resident or national of) Cuba, Iraq, Iran, Libya, North Korea, Syria or any other country subject to United States embargo; (b) to anyone on the US Treasury Department’s list of Specially Designated Nationals or on the US Commerce Department’s Denied Party or Entity List; and (c) you will not export, re-export or make available the App to any prohibited country, person, end-user or entity specified by US Export Laws.
7. Ownership. You acknowledge that Apttus owns and shall retain all right, title and interest in and to the App, including without limitation, the software which is used in providing the App and all Intellectual Property Rights therein. “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree the App is confidential and that you shall treat it as such. You agree not to modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the App and the software used in providing the same. This Agreement does not grant you any rights to the trademarks or service marks of Apttus or any third party. You also agree to not remove, obscure, or alter Apttus’ copyright notice, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the App.
8. Feedback. Apttus may provide you with a mechanism to provide feedback, suggestions and ideas, if you choose, about the App and/or Apttus’ products and services (“Feedback”). You agree that you are free to provide your opinion or suggestion to Apttus. You agree that Apttus may, in its sole discretion, use the Feedback you provide to Apttus in any way, including without limitation, in future modifications of the App. You hereby grant Apttus a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner for any purpose.
9. Availability and Accuracy. The continued availability and accuracy of the App depends on many factors, including your connection to the Internet, the availability of the Apttus’ web site, and equipment that is not, by its nature, fault tolerant. Thus, the App is provided “as is” and without warranty that it will continue to remain available. Apttus cannot and does not guarantee the accuracy or completeness of any information provided by the App. Your use of the App, including any information obtained or derived through your use of the App, the transmission or storage of the information made available through the App, or its effect on your other software or hardware, or any products or services used in conjunction with the App is undertaken solely at your own risk. You agree to adequately back up any of your other software and data before using the App. You acknowledge that Apttus may, in its sole discretion, terminate, refuse to renew this Agreement or discontinue the App or its support or maintenance at any time. Apttus disclaims any responsibility for any harm resulting from your use of App.
10. Disclaimer of Warranties.
THE APP IS PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER. APTTUS EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. APTTUS DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE APP.
YOU UNDERSTAND AND AGREE THAT YOUR USE THE APP IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE APP.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE AND JURISDICTION TO JURISDICTION.
11. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL APTTUS BE LIABLE TO YOU OR ANY THIRD PARTY ON ACCOUNT OF YOUR USE OR MISUSE OF THE APP. SUCH LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, (EVEN IF APTTUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES). SUCH LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE APP, FROM INABILITY TO USE THE APP, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE APP (AND SHALL INCLUDE SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.
SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
12. Indemnification. You agree to indemnify and hold harmless Apttus, and its parents, subsidiaries, affiliates, officers, directors, shareholders, employees and agents, from any claim, demand, (including reasonable attorneys’ fees) made by any third party due to or arising directly or indirectly out of your conduct or in connection with your use or misuse of the App, any alleged violation of this Agreement, or any alleged violation of any applicable law or regulation. Apttus reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, but doing so shall not excuse your indemnity obligations.
13. General. This Agreement constitutes the entire agreement between you and Apttus with respect to the App and supersedes all other agreements, contemporaneous and prior, between you and Apttus, solely with respect to the App (notwithstanding the immediately foregoing, the X-Author for Excel Trial Agreement, the Master Subscription Agreement, and other Apttus agreements with you not related to the X-Author for Excel are not superseded by this License). Apttus’ failure to enforce any provision of this Agreement will not be construed as a waiver of any subsequent breach of any provision or right or as a waiver of any other right. Any waiver or amendment of the terms herein by Apttus must be in a writing signed by an authorized officer of Apttus and expressly referencing the applicable provisions of the Agreement.. In the event that a portion of this Agreement is held unenforceable, the unenforceable portion will be construed in accordance with applicable law as nearly as possible to reflect the original intentions of the parties, and the remainder of the provisions will remain in full force and effect. Apttus will not be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation Internet outages, communications outages, fire, flood, war or act of God. Apttus does not have any obligation to monitor use of the App, but Apttus may do so and may also disclose information regarding your use of the Software to satisfy laws, regulations or other government requests. Interpretation and enforcement of this Agreement will be governed by the laws of the State of California (excluding its choice of law rules). Customer hereby consents to personal jurisdiction in the federal and state courts of Santa Clara County, California in any action arising out of or relating to this Agreement. The terms of this Section 13 and Sections 3 through 12 will survive any termination of this Agreement.