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CATEGORIESAdmin & Developer Tools
Provides the key connectivity and visualization components to easily build dashboard applications within a drag and drop designer tool. These interactive dashboards provide business insights beyond static views of sales data to improve sales operations.
DashConn License Agreement
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “LICENSEE”, "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT.
“Licensor”, "We," "Us" or "Our" means IdeaCrop, L.LC. whose business address is 5 Witte Rd, Albany, New York, 12203.
“Licensee”, "You" or "Your" means the company or other legal entity for which you are accepting this Agreement.
“Licensed Software” means the proprietary software product known as DashConn, an SAP Crystal Dashboard Design (formerly SAP BusinessObjects Xcelsius) Add-on that accesses report data from Salesforce CRM and makes it available within the SAP Crystal Dashboard Design framework as either a visual or non-visual component. “Licensed Add-ons” means these components which are installed within the Crystal Dashboard Design product. The Licensed Software also includes a hosted service (currently hosted on Google App Engine) which the Licensed Add-ons use during design time within SAP Crystal Dashboard Design to retrieve report metadata from Salesforce CRM. The Licensed Software also includes all related user manuals and other documentation, referred to as “Licensed Documentation”.
“Licensed Dashboard” means a dashboard created with SAP Crystal Dashboard Design (i.e. a runtime Flash file) that has embedded one or more instances of the Licensed Add-ons.
“Licensed Template” means a SAP Crystal Dashboard Design project or template file that has embedded one or more instances of the Licensed Add-ons.
“User” means an individual that accesses a Licensed Dashboard. Note that a User is not the same as a Salesforce CRM user account. In the case in which a Licensed Dashboard is configured to be run with a single Salesforce CRM user’s account credentials or without credentials each individual that runs the Licensed Dashboard on a computer/mobile device is considered a User.
"Order Form" means the ordering documents for purchases hereunder, including addenda thereto, that are entered into between you and us from time to time. Order Forms shall be deemed incorporated herein by reference.
2. License Grant
The Licensed Software is licensed on a User Subscription basis. Licensor hereby grants to you a non-exclusive, non-transferable license to install and use the Licensed Add-Ons within SAP Crystal Dashboard Design during the Subscription term for the purpose of creating Licensed Dashboards for your internal business processes. The Order Form shall specify the maximum number of Users granted permission to access a Licensed Dashboard during the Subscription period. A User Subscription License for 10 Users grants 10 unique individuals rights to view Licensed Dashboards each calendar month. These Users may change every month so long as the maximum number of Users is not exceeded. Users accessing Licensed Dashboards which retrieve data from Salesforce CRM over an internet connection will be audited by the Licensed Software’s hosted service.
3. Trial Subscriptions
Licensor may offer Licensee a free Trial subscription to allow Licensee to evaluate the Licensed Software. You agree that Licensor has the sole authority and discretion to determine the period of time for Trial subscriptions. You will be under no obligation to acquire a subscription to use the Licensed Software as a result of your Trial subscription. We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, your Trial subscription with or without notice to you. You agree that Licensor will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of a free Trial subscription for any reason.
4. Beta Programs
Licensor may offer for limited times Beta Programs for the purpose of testing and evaluation of preliminary versions of the Licensed Software. You agree that Licensor has the sole authority and discretion to determine the period of time Beta Programs shall be available. You will be under no obligation to acquire a subscription to use the Licensed Software as a result of your participation in a Beta Program. Similarly, Licensor is not obligated to execute any further agreements with you as a result of your participation in a Beta Program.
We reserve the right to fully or partially discontinue, at any time and from time to time, temporarily or permanently, your participation in the Beta Program with or without notice to you. You agree that Licensor will not be liable to you or to any third party for any harm related to, arising out of, or caused by the modification, suspension or discontinuance of any Beta Program for any reason.
Licensor retains all right, title and interest in and to the Licensed Software. You neither own nor hereby acquire any claim or right of ownership to the Licensed Software or to any related patents, copyrights, trademarks or other intellectual property. You agree to retain the Licensed Software and prevent unauthorized disclosure or use except with our prior written consent. We reserve all rights not expressly granted to you.
6. General Use Restrictions
Except as expressly permitted by this License Agreement or by applicable law you may not: (a) reverse engineer, decompile or disassemble the Licensed Software, (b) create derivative works, (c) sublicense, rent, lease, lend or host the Licensed Software to or for other parties, (d) use components of the Licensed Software independently of the Licensed Software they comprise without our prior written consent, (e) attempt to unlock any encryption methods we incorporate in the Licensed Software, (f) attempt to bypass the auditing of User access of Licensed Dashboards by the Licensed Software’s hosted service, and (g) resell Licensed Dashboards or Licensed Templates without our prior written permission.
7. Use with Salesforce CRM
Licensed Software is intended for use with Salesforce CRM Professional Edition, Enterprise Edition, or Unlimited Edition. You must obtain a valid license for one of these products to use the Licensed Software. Certain operations within the Licensed Software require internet connectivity to Salesforce CRM. You acknowledge that we are not responsible for interruptions of service from Salesforce CRM nor for the functionality and reliability of Salesforce CRM.
8. Maintenance and Support
Licensor shall provide reasonable email support at no additional charge during the Subscription period. Any maintenance releases of the Licensed Software during the Subscription period by us shall be available to you at no additional charge. If during the Subscription period Salesforce CRM, SAP Crystal Dashboard Design, or Google App Engine makes a technology change which adversely affects the Licensed Software, we will require a commercially reasonable time to make appropriate changes to the Licensed Software. We do not and cannot warrant that such changes made to Salesforce CRM, SAP Crystal Dashboard Design, or Google App Engine will not cause the Licensed Software to become incompatible with one of those products.
9. Usage limitations
Licensor may specify daily usage limits of the Licensed Software such as the number of requests made to retrieve report metadata from Salesforce CRM. The restrictions will be described in the Licensed Documentation. We will provide real-time information to monitor daily quota limits. Service may be temporarily suspended for the remainder of the day in which a quota is exceeded. You also recognize that Salesforce CRM imposes usage quotas, and that we are not responsible in the event that Salesforce.com suspends your service should you exceed Salesforce CRM quota limits.
Licensor will audit usage of the Licensed Software through its hosted service to verify compliance with the terms of this agreement. Additionally, within thirty (30) days after receiving our written request, you will give us a written certification, in a form that we provide and signed by an officer of your company or legal entity that you are complying with this agreement. We will make no more than one audit certification request in any calendar year. If we determine that you are regularly exceeding the number of licensed Users, we will notify you in writing of a breach to this Agreement and require you to reduce the number of users or purchase additional User Subscriptions. If you do not provide a cure to the breach within thirty (30) days this Agreement may be terminated by the Licensor.
11. Protection of Data
In certain cases you may choose to store a Salesforce CRM user’s credentials within our hosted service. We shall maintain appropriate administrative, physical, and technical safeguards for the protection of these user account credentials. You may also choose to store your Users’ Salesforce CRM credentials on Users’ client devices that access Licensed Dashboards. You are responsible for maintaining the proper security of these credentials.
12. Limited Warranty
(a) We warrant to you that: (i) the Licensed Software will substantially conform to the functional description set forth in the Licensed Documentation; and (ii) the physical media (e.g., Electronic Software Distribution) will be substantially free from defects in materials and workmanship. Licensor shall have no liability under the foregoing warranty if (i) you decompile, reverse engineer, or modify the Licensed Software without our prior written consent, (ii) you fail to give us written notice of the breach of warranty, or (iii) the failure to conform is caused in whole or in part by persons other than Licensor or by products, equipment, or computer programs not created and furnished by Licensor.
(b) Your exclusive remedy for breach of the above-stated limited warranty shall be, at our option, either: (i) correcting the portion of the Licensed Software that fails to substantially conform to the functional description set forth in the Licensed Documentation; or (ii) return of the price paid for the Licensed Software in the three (3) months preceding the breach of this License Agreement.
(c) WE DO NOT WARRANT THAT THE LICENSED SOFTWARE WILL OPERATE ERROR-FREE, THAT WE WILL CORRECT ALL LICENSED SOFTWARE ERRORS, OR THAT THE LICENSED SOFTWARE WILL OPERATE UNINTERRUPTED. TO THE EXTENT PERMITTED BY APPLICABLE LAW, WE DISCLAIM AND EXCLUDE ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS WITH RESPECT TO THE LICENSED SOFTWARE, WHETHER EXPRESS, IMPLIED OR STATUTORY, OTHER THAN THOSE EXPRESSLY IDENTIFIED IN THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, ACCURACY, RELIABILITY, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR ENTIRE LIABILITY, AND YOUR ONLY REMEDY, FOR A BREACH OF A WARRANTY WILL BE EITHER REPAIR OR REPLACEMENT OF THE LICENSED SOFTWARE, OR RETURN OF THE PRICE YOU PAID FOR THE LICENSED SOFTWARE IN THE 3 MONTHS PRECEDING THE BREACH.
13. Limitation of Liability
IN NO EVENT SHALL LICENSOR BE LIABLE TO YOU OR ANY THIRD PARTY, UNDER THIS AGREEMENT OR OTHERWISE, THROUGH THE USE OF THE LICENSED SOFTWARE OR INABILITY TO USE THE LICENSED SOFTWARE, FOR ANY AMOUNTS REPRESENTING LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS, OR INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES ALLEGEDLY SUFFERED BY YOU OR SUCH THIRD PARTY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSOR’S MAXIMUM LIABILITY FOR ANY CLAIM ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE PRICE YOU HAVE PAID FOR THE LICENSED SOFTWARE IN THE 3 MONTHS PRECEDING THE INCIDENT.
14. Order Terms
Subscriptions to the Licensed Software are available on a monthly or yearly basis. Your subscription will be automatically renewed at the end of each subscription period unless you inform us that you do not wish to renew the subscription. If you wish to make modifications to the subscription, including canceling the subscription renewal, you agree to inform us at least seven days prior to the renewal date. Licensor reserves the right to change the subscription fee and will provide written notification to you prior to any changes in subscription fees.
Subscriptions that renew monthly will be charged through the Licensor’s Merchant Account Provider and will use the Credit Card or other form of payment you have on file with the Merchant Account Provider.
We also accept payment via wire transfer for yearly subscriptions. Purchase orders conforming to our requirements may be accepted from qualified companies. All pre-printed terms of any purchase order not approved in writing by us shall have no effect. Payment terms are net-30 days from date of invoice. You are responsible for payment of all applicable sales, use, consumption, VAT, GST, and other taxes and all applicable export and import fees, custom duties and similar charges. Except as otherwise specified in an Order Form fees are quoted and payable in United States dollars.
If the subscription is not renewed on or prior to the expiration of the then current term of the Subscription License, the applicable License shall terminate. When the Subscription term expires, you must stop using the Licensed Software and remove all copies of it from all computers on which it has been installed. Licensor may immediately terminate this Agreement and any licenses provided hereunder if: (i) we notify you in writing of a breach and such breach is not cured within thirty (30) days; or (ii) you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. Termination shall not relieve you from your obligation to pay any fees payable to us for the period prior to the effective date of termination. Upon termination of this Agreement by us, we shall have no obligation to refund to you any fees paid by you, and you agree to waive, in perpetuity and unconditionally, any and all claims for refunds.
16. General Provisions
a. Complete Agreement; Amendment. This Agreement and the documents referred to in this Agreement, including the Order Form, constitute the complete and only agreement and understanding between the parties relating to the Licensed Software which supersedes and merges all prior agreements. The terms of this Agreement supersede the terms in any purchase order or other document you give us. Licensor may change the terms of this EULA from time to time. Licensor shall make reasonable attempts to notify Licensees of such changes, but Licensees are advised to review this EULA periodically to stay informed of any changes herein.
b. Governing Law. The laws of the State of New York, U.S.A. will govern this agreement and any interpretation of it. New York’s principles of conflicts of law and the U.N. Convention on Contracts for the International Sale of Goods will not apply. You agree to exclusive jurisdiction of New York State federal and state courts sitting in Albany County for resolution of any dispute related to this Agreement.
c. Notices. Any notices sent to a party to this Agreement must be in writing, addressed to the party at the address on the Order Form or any other address that the party specifies from time to time, and will be deemed given if delivered personally, via facsimile, regular mail, nationally-recognized overnight courier or by registered or certified mail. Notices will be deemed received in the case of personal delivery or facsimile on the date when delivered or faxed, in the case of overnight courier on the date delivered, and in the case of regular, registered or certified mail three (3) days after deposit with the postal service.
d. Waiver. Either party’s failure to enforce any provision of this Agreement will not constitute a waiver of the provision or of the party’s right to enforce the provision.
e. Severability. If any provision of this Agreement is held invalid or unenforceable, the remainder of the Agreement will not be affected or impaired in any way. If the provision in question would be valid or enforceable if modified, then the provision will apply with the modification necessary to make it valid and enforceable.
e. Assignment. You may not assign, sublicense or transfer your rights or delegate your obligations under this Agreement without our written consent. Any attempt by you to transfer this Agreement without our consent will be void, the transferee will acquire no rights whatsoever, and we will not be required to recognize the transfer. This provision limits both the right and the power to transfer this Agreement and the rights hereunder.
f. Force Majeure. We shall be excused from performance and shall not be liable for any delay in whole or in part, caused by the occurrence of any contingency beyond our reasonable control.
g. No Construction Against Drafter. If an ambiguity or question of intent arises with respect to any provision of this Agreement, the Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of authorship of any of the provisions of this Agreement.
h. Binding Arbitration. Any controversy or claim arising out of or relating to the terms of this Agreement shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis, and shall not be consolidated in any arbitration with any claim or controversy of any other party. The decision of the arbitrator shall be final. The arbitration shall be conducted in the county of Albany in the State of New York and judgment on the arbitration award may be entered into any court having jurisdiction thereof. Notwithstanding anything to the contrary, we may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction.