This End User License Agreement (“Agreement”) is entered into between you and Market Drive, Inc. (“Market Drive”) regarding your access and use of the Market Drive Salesforce ISV Application (the “App”).
You acknowledge and agree that you are affiliated with an organization which is a licensee and registered user of a Salesforce.com, Inc. (“Salesforce”) license. You will exclusively control and be solely responsible and liable for: (A) your Salesforce account(s) (“SF Account(s)”); (B) all data collected (including using the App) and stored on Salesforce’s servers and otherwise associated with your SF Account(s); (C) adherence to the Salesforce Master Services Agreement, as updated from time-to-time by Salesforce and found on the Salesforce website: salesforce.com/company/legal/agreements (D) use of Salesforce and the App only for the purposes intended.
Market Drive grants you a limited, revocable, nonexclusive, non-transferable license to use the App (and related documentation) solely for your internal use, for the purposes as described in this Agreement.
You agree that you will not (and will not allow any third party to): (A) modify, adapt, prepare derivative works from, decompile, reverse engineer or dissemble any part of the App or otherwise attempt to derive source code from the App; (B) copy, distribute, transfer, sell, or license the App; (C) transfer or attempt to download the App onto any other platform other than the Salesforce platform; or (D) take any action to circumvent, compromise or defeat any security measures implemented in the App.
The App may not be accessed for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes. Market Drive’s direct competitors are prohibited from accessing the App, except with Market Drive’s prior written consent.
You hereby acknowledge that Market Drive owns and retains all rights, including copyrights, trademark, and other proprietary rights, and title to the App, and all software, tools, documents, training materials and mobile technologies provided by Market Drive under this Agreement (“IP”), including all improvements to and derivative works of the IP. You retain all rights, including copyrights and other proprietary rights, and title to all data, documents, materials, and other information that you choose to disclose to Market Drive through use of the App. Your right to your data (whether personally identifiable or otherwise) collected through or uploaded or transferred to the Salesforce platform through your SF Account will be governed by your agreement with Salesforce.
THE APP AND ANY RELATED SOFTWARE, APPLICATIONS, SERVICES, AND DOCUMENTS ARE PROVIDED BY MARKET DRIVE ON AN “AS IS” AND “AS AVAILABLE” BASIS. MARKET DRIVE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER ORAL OR WRITTEN, WHETHER EXPRESS, IMPLIED, OR ARISING BY STATUTE, CUSTOM, COURSE OF DEALING OR TRADE USAGE IN CONNECTION WITH THIS AGREEMENT. MARKET DRIVE DOES NOT WARRANT THAT THE APP OR ANY RELATED SOFTWARE, APPLICATIONS, SERVICES, AND DOCUMENTS WILL BE UNINTERRUPTED OR ERROR-FREE. THERE MAY BE DELAYS, OMISSIONS, INTERRUPTIONS AND INACCURACIES IN THE APP OR ANY RELATED SOFTWARE, APPLICATIONS, SERVICES, AND DOCUMENTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MARKET DRIVE EXPRESSLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF CONDITIONS, TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IF THAT PURPOSE HAS BEEN DISCLOSED). YOUR USE OF THE APP IS AT YOUR OWN RISK.
MARKET DRIVE WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY LEGAL OR EQUITABLE THEORY OF LIABILITY (INCLUDING IN CONTRACT, TORT, NEGLIGENCE, TORT (INCLUDING STRICT LIABILITY)) FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, CONTINGENT, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY SERVICES, TOOLS OR SOFTWARE (INCLUDING WITHOUT LIMITATION, ANY LOSS OF DATA, USE OR BUSINESS; DELAYS, INCONVENIENCE OR BUSINESS INTERRUPTION; OR FRUSTRATION OF ECONOMIC OR BUSINESS EXPECTATIONS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS ARE INDEPENDENT FROM ALL OTHER PROVISIONS OF THIS AGREEMENT AND APPLY NOTWITHSTANDING THE FAILURE OF ANY REMEDY PROVIDED IN THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, MARKET DRIVE’S AGGREGATE MAXIMUM LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE APP AND RELATED SERVICES IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
You hereby represent and warrant that: (A) you have the full authority to enter into this Agreement and perform your obligations under this Agreement; (B) you are solely responsible for compliance with all laws, rules and regulations applicable to the collection, transmission and storage of data (including personally-identifiable data); and (C) you have the right and proper consent to provide all data to Market Drive, Salesforce in connection with this Agreement. IF YOU ARE ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, EDUCATIONAL INSTITUTION, OR AGENCY, INSTRUMENTALITY, OR DEPARTMENT OF A GOVERNMENT (AN “ENTITY”) AS ITS AUTHORIZED LEGAL REPRESENTATIVE, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. REFERENCES TO “YOU” HEREIN REFER TO BOTH YOU, THE INDIVIDUAL END USER, AND THE ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS AGREEMENT. If you do not have such authority, or do not agree with these terms and conditions, you must not accept this Agreement and may not use the App.
You will indemnify Market Drive against any liability, damage, loss, or expense (including reasonable attorneys’ fees) that Market Drive incurs based on a third-party claim arising from your use of the App or your breach of your representations, warranties, or obligations under this Agreement, unless said liability, damage, loss, or expense was caused by the negligence or willful misconduct of Market Drive.
Neither party may disclose any nonpublic information of the other party or use such information for any purpose other than fulfilling its obligations under this Agreement unless compelled by law enforcement or legal process.
Neither party will permit or generate any publicity, press release, advertising or promotion concerning this Agreement nor any aspect of the relationship with the other party without the prior written consent of the other.
Nothing in this Agreement will be construed to create a partnership, joint venture, employment, agency, or similar relationship between the parties. Neither party has the right to bind the other.
This Agreement is governed by and should be construed in accordance with the laws of Arizona, without regard to any conflicts of law provisions Any disputes arising between the parties under this Agreement that cannot be resolved in negotiations between the parties shall be settled via binding arbitration under the rules of the American Arbitration Association. Such arbitration shall take place in Arizona or online (unless otherwise agreed upon in writing by the parties. Each party hereby irrevocably consents to the service of process in any action or proceeding under the Agreement by sending copies thereof to the party’s address set forth in the “Notices” section. Notwithstanding the foregoing, Market Drive may bring a claim in any court of competent jurisdiction as it determines is necessary to protect its intellectual property rights in connection with the App.
Notices under this Agreement must be in writing and be sent by email, or other method for which the sender has written or electronic proof of delivery to the other party. Notices will be considered given when delivered (as evidenced by delivery receipt or other documentation).
If to Market Drive: By sending electronic notification to customer-success@marketdrive.io .
If to you: By electronic notification to the organization with which you are affiliated and by which you obtained access to the App.
This Agreement is the entire agreement between the parties and supersedes all (oral and written) discussions and agreements between the parties concerning its subject matter. You may assign this Agreement and any rights under it only with Market Drive’ prior written consent and any attempted assignment in violation of this provision will be null and void; Market Drive may assign this Agreement at any time.
The waiver of any term or breach of this Agreement must be in writing and any waiver in one instance will not be considered a waiver in any other instance, whether similar or different.
If any provision of this Agreement is held to be unenforceable, the remaining provisions will nevertheless continue in full force and effect to the full extent permitted by law.
This Agreement may be updated from time to time at the sole discretion of Market Drive by posting on www.marketdrive.io/eula. Market Drive will use reasonable efforts to inform you of any changes in this Agreement by electronic notification to the organization by which you are affiliated and obtained access to the App. You remain responsible for abiding by the terms and conditions of this Agreement, as amended, by continuing to use the App.
This Agreement commences on the date you first accept it and continues until all subscriptions for the App have expired or have been terminated.
The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 10 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form, renewal of promotional or one-time priced subscriptions will be at our applicable list price in effect at the time of the applicable renewal.
You acknowledge and understand that Market Drive has the right to suspend or terminate your access to the App due to breach of this Agreement or any other agreement with Market Drive. In no case will any such suspension or termination give rise to any liability of Market Drive to you for any refund or damages. Upon termination or cancellation, the data you provided to the App (and Salesforce) shall be deleted immediately.
Within 30 days of cancellation or termination of your subscription, you are required to remove and delete the App, including all data contained within it, from your Salesforce Org. You shall reply in writing to any request that Market Drive sends confirming the deletion and removal of the App.