Saaspoint TimeTrack PSA is a simple Professional Services Automation application that helps companies manage time & expenses for resources against projects.####Timetrack is ready for Salesforce Chatter - aiding collaboration and communication on projects
Application Service Provider License Agreement
1. Introduction and Acceptance. This Service Provider License Agreement (the “Agreement”) is a legal agreement between you (either an individual or an entity) (“You” or “Customer”) and Saaspoint Limited (“Saaspoint”) setting forth the terms and conditions under which Saaspoint will grant You the right to access and use certain Saaspoint software (“Software”). BEFORE YOU CLICK ON THE “I HAVE READ AND AGREE TO THE TERMS AND CONDITIONS” BUTTON AT THE END OF THIS DOCUMENT, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE A CORPORATION, PARTNERSHIP OR SIMILAR ENTITY, THEN THE RIGHTS GRANTED UNDER THIS AGREEMENT ARE EXPRESSLY CONDITIONED UPON ACCEPTANCE BY A PERSON WHO IS AUTHORIZED TO SIGN FOR AND BIND THE ENTITY. IF YOU ARE NOT AUTHORIZED TO SIGN FOR AND BIND THE ENTITY, THEN DO NOT CLICK “I HAVE READ AND AGREE TO THE TERMS AND CONDITIONS” BUTTON AND DO NOT ACCESS OR USE THE SOFTWARE.
BY CLICKING ON THE “I HAVE READ AND AGREE TO THE TERMS AND CONDITIONS” BUTTON, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT.
2. Service. Subject to the restrictions set forth below and the payment of all applicable fees, Saaspoint grants Customer a limited, non-exclusive, non-transferable, non-sublicenseable right to access the Software online at http://www.appexchange.com, for use in object code format, for Customer’s internal business purposes only, by a specified number of users (“Authorized User”), in accordance with the type of license Customer purchases (“Service”). Notwithstanding the foregoing and subject to the terms of this Agreement, Customer may access and use the Service and the Software on a trial basis and free of charge for a period not to exceed fourteen (14) calendar days (“Trial Period”). Customer’s access to the Service and the Software will automatically terminate following such Trial Period, unless Customer has paid in full all applicable fees in accordance with this Agreement.
3. Service Availability. Saaspoint shall use commercially reasonable efforts to make the Service generally available to Customer during the term of this Agreement, except for planned down time or down time beyond Saaspoint’s reasonable control, including without limitation acts of God, acts of government, acts of terror, strikes or other labor problems, computer or telecommunications failures or delays involving hardware or software not within Saaspoint’s possession or reasonable control.
4. Ownership. The rights granted hereunder do not constitute a transfer or sale of Saaspoint’s or its licensors’ ownership rights in or to the Service, including, without limitation: (a) the Software and the applicable documentation; (b) Saaspoint name, logo, domain name, Saaspoint product names and other trademarks; and (c) hardware, processes, algorithms, user interfaces, know-how and other trade secrets (collectively, “Saaspoint Technology”). The Saaspoint Technology is protected by applicable intellectual property laws, including, but without limitation, United States copyright laws and international treaties. Except for the rights granted above, Saaspoint and its licensors retain all right, title and interest in and to Saaspoint Technology, including all intellectual property rights therein.
5. Restrictions. YOU MAY NOT (AND MAY NOT ALLOW A THIRD PARTY TO) RENT, LEASE, SUBLICENSE, SELL, CHARGE, ASSIGN, LOAN, USE FOR TIMESHARING OR SERVICE BUREAU PURPOSES OR OTHERWISE TRANSFER THE SOFTWARE OR ANY OF YOUR RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT. You may not (and may not allow a third party to): (a) reverse engineer, decompile, disassemble or attempt to reconstruct, identify or discover any source code, underlying ideas, user interface techniques or algorithms of the Software by any means whatsoever, except to the extent the foregoing restrictions are expressly prohibited by applicable law; (b) remove or destroy any copyright notices or other proprietary markings; (c) attempt to circumvent any use restrictions or gain unauthorized access to the Service, computer systems or networks related to the Service; (d) modify or create derivative works based on the Software; (e) copy or distribute the Software; (f) allow use of the Software by anyone other than Authorized User(s); (g) knowingly transmit through the Service unlawful, libelous, tortious, defamatory, threatening, vulgar, or obscene material or material containing viruses or other harmful code; or (h) otherwise use the Software other than as permitted in Section 2.
6. Fees and Payment. Customer shall pay in advance an annual fee to access and use the Service in the amounts and in accordance with the payment terms as shall be mutually agreed and set forth in the applicable invoice(s) provided by Saaspoint to Customer. The first annual fee shall start to accrue as of the first day immediately following the Trial Period. The fees do not include any taxes or duties of any kind, which may be imposed by any governmental entity on the transactions contemplated by this Agreement, and Customer shall be solely responsible for all such taxes other than taxes based solely on Saaspoint’s income.
7. Term. The initial term of this Agreement shall be one (1) year from the date of first access by Customer of the Software and shall automatically renew for additional successive one (1) year terms at the Saaspoint list price then in effect, unless terminated by either party upon sixty (60) days notice prior to the expiration of the then current term.
8. Termination. Either party shall have the right to terminate this Agreement in the event of a material breach by the other party, which breach has not been cured within thirty (30) days of the receipt of written notice thereof, except in the case of Customer’s failure to pay any fees when due hereunder, which must be cured within five (5) days after receipt of written notice from Saaspoint. Either party may terminate this Agreement if the other party becomes the subject of an examinership, involuntary petition in bankruptcy or other proceeding relating to insolvency, receivership, or liquidation, if such petition is not dismissed within sixty (60) days of filing. Upon termination of this Agreement for any reason, the rights granted to Customer hereunder will immediately terminate and Customer shall immediately discontinue any use of the Service and the Software. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to Saaspoint prior to the effective date of termination.
10. Updates and Upgrades. Saaspoint may update the Software from time to time and may include such Updates, free of charge, in the Service, provided Customer has paid all applicable fees then due hereunder. An “Update” means any subsequent version of the Software, which may include bug fixes or limited functional enhancements, represented by a change in the version number to the right of the decimal place (e.g., version 1.3 is an Update to version 1.2). Unless otherwise agreed to in writing by Saaspoint, in its sole discretion, Upgrades shall not be deemed to be part of the Service. If Saaspoint releases an Upgrade, Customer may purchase such Upgrade subject to the payment of additional fees therefor. An “Upgrade” means a subsequent version of the Software, which includes a substantial new functionality or other changes, as determined in Saaspoint’s sole discretion, represented by a change of the number to the left of the decimal point (e.g., version 2 is an Upgrade to version 1.3).
11. Confidentiality. “Confidential Information” means information disclosed by either party to the other, whether orally, electronically or in writing, which is designated as confidential. Any Confidential Information disclosed orally must be summarized, within thirty (30) days of disclosure, in a written memorandum by the disclosing party to the recipient. Saaspoint’s “Confidential Information” shall include, but not be limited to, Software, documentation, technology and technical information, product designs and business processes. Each party agrees to use Confidential Information solely in accordance with the provisions of this Agreement and not to disclose, or permit to be disclosed, either directly or indirectly, Confidential Information to any third party without the other’s prior written consent. Each party shall safeguard the Confidential Information of the other party using the same measures it uses to protect its own Confidential Information, but in no event less than reasonable care. Notwithstanding the foregoing, neither party bears responsibility for safeguarding information that is publicly available without breach of an obligation owed to the disclosing party hereunder, obtained from third parties not under confidentiality restrictions, independently developed or known to the recipient without breach of an obligation owed to the disclosing party, or required to be disclosed by order of court or other governmental entity. If either party breaches, or threatens to breach the provisions of this Section 11, each party agrees that the non-breaching party will have no adequate remedy at law and is therefore entitled to immediate injunctive and other equitable relief.
12. Customer Warranties. Customer shall be solely responsible for all activities in connection with the Service that occur under Customer’s username(s). Without limiting the generality of the foregoing, Customer shall: (i) comply with all applicable laws and regulations; and (ii) be solely responsible for the accuracy, reliability, and quality of any information or data submitted by Customer to Saaspoint or processed using the Service. Customer warrants that any data, content, or materials used, stored or created by Customer using the Service will not infringe the copyright, trade secret, privacy, publicity, or other proprietary or intellectual property right of any third party.
13. Breach of Customer Warranties. In the event of any breach, or reasonably anticipated breach, of any of Customer’s warranties or confidentiality obligations herein, or Customer infringes or misappropriates Saaspoint’s intellectual property rights, in addition to any other remedies available at law or in equity, Saaspoint will have the right to immediately, in Saaspoint’s sole discretion, suspend the Service and/or terminate this Agreement, if deemed reasonably necessary by Saaspoint to prevent any harm to Saaspoint or its business.
14. Indemnity. Customer shall indemnify and hold Saaspoint and its subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorneys’ fees and costs), arising out of a claim or demand alleging that any data or content submitted by Customer to Saaspoint infringes, misappropriates, or violates any rights of a third party including any third party intellectual property rights.
15. WARRANTY DISCLAIMER. EXCEPT AS SET FORTH ABOVE, THE SERVICE IS PROVIDED ON AN “AS IS” BASIS. CUSTOMER ASSUMES ALL RESPONSIBILITY FOR SELECTION OF THE SERVICE TO ACHIEVE ITS INTENDED RESULTS AND FOR THE USE OF AND RESULTS OBTAINED FROM THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SAASPOINT DISCLAIMS ALL WARRANTIES, EITHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE. SAASPOINT DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS, BE UNINTERRUPTED, OR ERROR-FREE.
16. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL SAASPOINT, ITS LICENSORS, OR SALESFORCE.COM BE LIABLE FOR LOSS OF PROFITS, BUSINESS OR DATA (EVEN IF THE SAME WERE JUDGED BY A COURT TO BE DIRECT LOSSES) OR FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR OTHER SUCH PECUNIARY LOSS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SAASPOINT’S, ITS LICENSORS’ OR SALESFORCE.COM’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER FOR THE SERVICE FOR THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THEIR ESSENTIAL PURPOSE.
THE ABOVE WARRANTY DISCLAIMER AND LIMITATIONS OF LIABILITY AND DAMAGES INURE TO THE BENEFIT OF SAASPOINT’S LICENSORS AND SALESFORCE.COM.
17. Survival. The following provisions will survive any expiration or termination if this Agreement: Sections 4 (Ownership), 5 (Restrictions), 6 (Fees and Payment), 8 (Termination), 11 (Confidentiality), 12 (Customer Warranties), 14 (Indemnity), 15 (Warranty Disclaimer), 16 (Limitation of Liability), 17 (Survival), 18 (General).
18. General. THIS AGREEMENT IS GOVERNED BY THE LAWS OF IRELAND, WITHOUT REFERENCE TO ITS CONFLICT-OF-LAWS PRINCIPLES. THIS AGREEMENT WILL NOT BE GOVERNED BY THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALES OF GOODS. ANY DISPUTE BETWEEN YOU AND SAASPOINT ARISING UNDER THIS AGREEMENT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE IRISH COURTS. This Agreement is the entire agreement between Customer and Saaspoint regarding the subject matter herein and supersedes any other communications with respect to the Software. If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement will continue in full force and effect. Failure to prosecute a party’s rights with respect to a default hereunder will not constitute a waiver of the right to enforce rights with respect to the same or any other breach. Customer may not assign its rights or delegate its duties under this Agreement to a third party, by operation of law or otherwise, without the prior written consent of Saaspoint. Saaspoint may assign this Agreement, in whole or in part, by operation of law or otherwise.
19. Questions. Should You have any questions relating to this Agreement, or if You desire to contact Saaspoint for any reason, please contact Saaspoint at email@example.com.
I HAVE READ AND AGREE TO THE TERMS AND CONDITIONS