Before you use the Salesforce Connector (“Application”) subject to this license, please read this  License Agreement (“Agreement”) carefully. This is a legal agreement between 2166246 Ontario Inc. dba Star Telecom (“Licensor”), and the entity or individual that downloaded or otherwise is accessing and using the Application and thereby agreeing to this License (“Licensee” or “You”).

 
ACCEPTANCE BY CLICKING THE ACCEPT BUTTON AND PROVIDING THE INFORMATION REQUESTED TO DOWNLOAD/ACCESS THE APPLICATION, YOU REPRESENT AND AGREE THAT: (i) YOU ARE AT LEAST 18 YEARS OF AGE; (ii) YOU ARE AUTHORIZED TO CONSENT TO THESE TERMS ON BEHALF OF THE LICENSEE; AND (iii) LICENSEE CONSENTS TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU AND LICENSEE DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, NEITHER YOU NOR LICENSEE MAY DOWNLOAD AND/OR ACCESS AND USE THE APPLICATION. You further agree that checking the box and providing the information requested on the web page constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act (“E-Sign”) and the Uniform Electronic Transactions Act (“UETA”) and that you have formed, executed, entered into, accepted the terms of and otherwise authenticated this Agreement and acknowledged and agreed that this Agreement is an electronic record for purposes of E-Sign, UETA and the Uniform Computer Information Transactions Act and as such is completely valid, has legal effect, is enforceable, and is binding on, and non-refutable by you or the Licensee on whose behalf you are acting.

 
1. Genesys as Distributor. Licensee acknowledges and agrees that the Genesys entity, or its licensed reseller, with whom Licensee placed the Order for the Application that is the subject matter of this Agreement is acting solely as a distributor for Licensor of the Application and that neither Genesys, nor its licensed resellers, has any obligations to Licensee other than to provide this Agreement and accept payment for the Application pursuant to an Order placed by Licensee.

 

2. Grant of License.  Subject to the terms and conditions of this Agreement and in consideration of the payment of the License Fee (defined below), Licensor hereby grants Licensee a nonexclusive, non-transferable, limited license, without right to sublicense, to install (if applicable), access and use the Application for the license or subscription term solely for Licensee’s internal business purposes for use by Licensee’s employees and contractors providing services exclusively on behalf of Licensee (“Users”) and no other purpose. In the event Licensor develops and releases a newer version of the Application, Licensee is entitled to such newer version under this Agreement. This Agreement is for a license of the application rather than for the sale of goods (even though some tangible items may be provided) and this Agreement shall not be governed by the Uniform Commercial Code or the United Nations Convention for the International Sale of Goods

 

3. Restrictions.  The Application is protected by both Canadian copyright law, international treaty provisions and potentially by other intellectual property rights. Unauthorized copying of the Application is expressly forbidden. Licensee may not (a) distribute copies of the Application to others, including but not limited to, consultants, affiliates, independent contractors, Users or any other third party; (b) sell, loan, rent, lease, lend, transfer, assign or otherwise dispose to anyone else the Application; or (c) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the Application. Licensee shall use the Application only for lawful purposes and in compliance with all applicable laws, including privacy and data collection laws, and in compliance with the Documentation (as defined below). Licensee may be held legally responsible for any copyright infringement that is caused or incurred by Licensee’s failure to abide by the terms of this Agreement. Except as expressly provided in this Agreement or by local law, Licensee may not otherwise make copies of the Application, including any written materials accompanying the Application (the “Documentation”). Licensee may copy such Documentation for its internal use only. IF LICENSEE TRANSFERS POSSESSION OF ANY COPY OF THE APPLICATION, DOCUMENTATION OR RELATED MATERIAL TO ANOTHER PARTY IN VIOLATION OF THIS AGREEMENT, THIS LICENSE IS AUTOMATICALLY TERMINATED.

 

4. Ownership of Application.  All title and intellectual property rights in and to the Application (including but not limited to any images, photographs, animations, video, audio, music, text and “applets”, incorporated into the Application), the Documentation and any copies of the Application or Documentation are owned by Licensor. Licensee agrees that no title to the Application or Documentation is transferred to it, and that all rights not expressly granted to Licensee hereunder are reserved by Licensor.

 

5. Term.  This Agreement will continue in full force and effect from the date and term subscribed to in the Genesys AppFoundry portal or  until terminated in accordance with Section 6.

 

6. Termination.  Licensor may suspend access to the Application or terminate this Agreement and Licensee’s license to the Application in the event Licensee breaches any term of this Agreement, which breach remains uncured for a period of ten (10) days following written notice of such breach to Licensee. Licensee will not be entitled to any refund of License Fees upon any termination of this Agreement or suspension of access to the Application. Licensee agrees upon such termination to uninstall or stop accessing the Application and to destroy the Documentation together with all copies, modifications and merged portions in any form, and to provide Licensor with written certification of destruction and nonuse. Sections 3, 4, 7, 9, and 10 – 18 shall survive the expiration or termination of the Agreement and shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement.

 

7. License Fee.  Licensee will pay Licensor or its permitted reseller (if required by Licensor) the license fees (the “License Fee”) set forth in the Licensee’s order. Unless otherwise indicated in Licensee’s order, Licensee shall pay the License Fees prior to installation of or access to the Application

 

8. Use Audit.  Licensor may, upon fifteen (15) business days’ advance notice and at its expense, conduct an audit, during Licensee’s normal business hours, of Licensee’s use of the Application and Documentation to verify compliance with this Agreement. Licensee shall provide Licensor or an authorized representative with access to records, hardware and employees in order to perform the audit.

 

9. Assignment/Sublicense. Neither this Agreement nor any rights or obligations under this Agreement, in whole or in part, shall be sublicensed, assigned or otherwise transferred by Licensee and any attempt to do so will be null and void.

 

10. Limitation of Liability. In no event shall either Licensor, it’s Third Party Licensor or reseller, or the Licensee be liable for any indirect, special, incidental, consequential, punitive or exemplary damages, including, without limitation, loss of revenue or loss of profits, regardless of the form of action, whether in contract or in tort including negligence, even if Licensor or the Licensee have been advised of the possibility of such damages. The limitations of liability set forth in this paragraph will not apply with respect to, the payment of costs, damages, expenses and legal/attorney’s fees payable by one party to the other in connection with indemnification of third party claims;   
     
    THE LIABILITY OF LICENSOR OR THE LICENSEE ARISING OUT OF THE AGREEMENT WILL BE LIMITED TO DIRECT DAMAGES AND (EXCEPT FOR CLIENT’S OBLIGATIONS TO PAY FEES SET FORTH IN THIS AGREEMENT OR ANY PURCHASE ORDER) WILL NOT EXCEED AN AMOUNT EQUAL TO THE PRICE OF SERVICES AND PRODUCTS PURCHASED BY THE CLIENT DURING THE THREE (3) MONTH PERIOD PRECEDING THE EVENT WHICH CAUSED THE DAMAGES. THIS LIABILITY LIMIT IS CUMULATIVE AND NOT PER INCIDENT. IN NO EVENT SHALL LICENSOR, THE LICENSEE OR ITS SUPPLIERS AND LICENSORS HAVE ANY LIABILITY FOR ANY INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, PROFITS OR GOODWILL, WORK STOPPAGE, LOSS OF DATA, COMPUTER FAILURE, TELECOMMUNICATIONS CHARGES FROM UNAUTHORIZED ACCESS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES, ARISING IN ANY WAY OUT OF THE SERVICES AGREEMENT UNDER ANY CAUSE OF ACTION, WHETHER OR NOT THE SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THIS SECTION DOES NOT LIMIT LIABILITY FOR BODILY INJURY OR BREACH OF CONFIDENTIALITY.
     

11. Indemnification.  Licensee agrees to indemnify, defend and hold harmless Licensor, together with its officers, directors, employees, licensors and agents (including Genesys pursuant to Section 12 hereof), against any liability (including reasonable attorneys’ fees) arising out of any claim made against Licensor arising out of or related to: (i) Licensee’s business methods or processes or any of its data used with or input to the application, or (ii)Licensee’s or a User’s use of the Application or Documentation in violation of this Agreement including, but not limited to, any claim that Licensee’s or User’s unauthorized use infringes the intellectual property rights (including, but not limited to, patent, trademark and copyright rights) of any third party. Licensee will bear the expense of such defense and pay any damages and attorneys’ fees which are attributable to such claim.

 

12. Disclaimer of Warranties.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, TO THE EXTENT PERMITTED BY APPLICABLE LAW, THE APPLICATION AND DOCUMENTATION ARE DELIVERED “AS IS” AND WITHOUT EXPRESS OR IMPLIED WARRANTY OF ANY KIND BY EITHER LICENSOR OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, DISTRIBUTION OR DELIVERY OF THE APPLICATION, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE OR FITNESS FOR A PARTICULAR PURPOSE. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE RELIABILITY, ACCURACY, COMPLETENESS, SECURITY OR SUITABILITY OF ANY OF THE MATERIAL CONTAINED WITHIN THE APPLICATION OR DOCUMENTATION. LICENSOR MAKES NO WARRANTY THAT THE APPLICATION WILL BE UNINTERRUPTED, ERROR FREE, FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, COMPATIBLE WITH ANY HARDWARE OR SYSTEMS SOFTWARE CONFIGURATION, OR WILL MEET YOUR REQUIREMENTS. THE APPLICATION IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS

 

13. Genesys.  If Licensor offers the Application through the AppFoundry Marketplace or otherwise directly or indirectly through Genesys Telecommunications Laboratories, Inc. or its affiliates (collectively, “Genesys”), Licensee acknowledges and agrees that Licensee’s only recourse for a warranty claim shall be through Licensor and Genesys has no liability to Licensee relating to the Application, the Documentation or the use thereof. Licensee agrees that Genesys is an intended third-party beneficiary of the indemnity contained in Section 10 hereof as a distributor or reseller of the Application.

 

14. Confidentiality.  Licensee acknowledges that Confidential Information (as hereinafter defined) is a valuable, special, and unique asset of Licensor and agrees that Licensee will not disclose, transfer, or use (or seek to induce others to disclose, transfer, or use) any Confidential Information for any purpose other than disclosure to Licensee’s authorized employees and agents who are bound to maintain the confidentiality of the Confidential Information. Licensee shall notify Licensor in writing of any circumstances which may constitute unauthorized disclosure, transfer, or use of Confidential Information. Licensee shall use best efforts to protect Confidential Information from unauthorized disclosure, transfer, or use. Licensee shall not duplicate any material containing Confidential Information except as authorized by Licensor in writing. Licensee shall return all originals and copies of materials containing Confidential Information upon termination of this Agreement for any reason whatsoever. The term “Confidential Information” means any and all of Licensor’s trade secrets, confidential and proprietary information and all other information and data of Licensor that is not generally known to the public or other third parties who could derive economic value from its use or disclosure, including, but not limited to, the Application. Confidential Information shall be deemed to include technical data, know-how, research, product plans, products, services, customers, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed directly or indirectly in writing, orally or by drawings or observation.

 

15. Integration.  This Agreement and any terms and conditions of use for the website through which the Application is downloaded/accessed (a) constitute the entire agreement between Licensor and Licensee relating to the Application; (b) supersede all prior or contemporaneous oral or written communications, proposals and representations with respect to its subject matter; and (c) prevail over any conflicting or additional terms of any order, acknowledgement, or similar communication between parties during the term of this Agreement. No modification to this Agreement will be binding, unless in writing and signed by a duly authorized representative of the parties.

 

16. Independent Contractors.  The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party.

 

17. Governing Law; Venue. This Agreement is deemed to be made under and shall be interpreted in accordance with the laws of Ontario, Canada and the federal laws of Canada applicable therein (without reference to conflict of laws principles). If a dispute arises, between or among the parties, and it is not  resolved  within 30 days,  the parties shall  first proceed  in good faith   to submit  the  matter  to mediation.  Costs   related to  mediation. shall be mutually  shared  between or among the parties.  Unless otherwise agreed  in mediation, the parties  retain  their  rights to proceed  to  arbitration or litigation .  

 

18. Miscellaneous.  If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement will not be affected and each such term or provision of this Agreement shall continue to be valid, binding and enforceable to the fullest extent permitted by law, except to the extent that such unenforceability may deprive a party of the benefits reasonably expected by that party as an inducement to enter into or to renew this Agreement. Neither party shall be in default by reason of any failure in performance of this Agreement if such failure arises, directly or indirectly, out of causes reasonably beyond the direct control or foreseeability of such party, including but not limited to, acts of God or of the public enemy, Canada, or foreign governmental acts in either a sovereign or contractual capacity, labor, fire, flood, epidemic, restrictions, strikes, and/or freight embargoes.

 

BY CLICKING THE ACCEPT BUTTON AND PROVIDING THE INFORMATION REQUESTED TO DOWNLOAD/ACCESS THE APPLICATION, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND THAT LICENSEE AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS