These App Terms of Use (“Agreement”) is between Sproket Logic, Inc., and the customer listed on the Order Form (“Customer”). This Agreement is effective as of the last date of signature on this Agreement (“Effective Date”). Sproket Logic, Inc. and Customer are each a “Party” and collectively “Parties”. This Agreement governs the Sproket Logic App(s) listed on the Order Form, including Email-to-Flow, Email Scrubber, or any other future Apps (individually a “Service” and collectively the “Services”). The Parties therefore agree as follows:
Definitions
“Confidential Information” means any information disclosed by or on behalf of the Disclosing Party to the Receiving Party that should reasonably be considered as confidential given the nature of the information and the circumstances surrounding its disclosure.
“Customer Data” means information provided by Customer to Sproket Logic, including without limitation names, phone numbers, and email addresses.
“Disclosing Party” means the Party disclosing Confidential Information or on whose behalf Confidential Information is disclosed by such Party’s agents, including but not limited to, its Affiliates, officers, directors, employees and attorneys.
“Order Form” means an offer to sell and is only valid for the Services on the order form at the specified prices. Any terms within Customer’s purchase order in response to an Order Form will be void.
“Software” any software provided or made available by Sproket Logic to Customer as part of the Services to the extent reasonably required to use the Services as permitted by this Agreement.
“Receiving Party” means the Party or its agents, including, but not limited to its Affiliates, officers, directors, employees and attorneys receiving Confidential Information.
License Grant
Subject to the terms and conditions of this Agreement, and effective only during the Term, Sproket Logic grants to Customer a limited, nonexclusive, non-sublicensable, and non-transferable, right and license to use the Software as part of the Services for Customer’s business purposes, in accordance with this Agreement. The Software and Services are owned and operated by Sproket Logic and provided to Customer on a subscription basis. Sproket Logic is not transferring ownership or title in the Software or the Service to Customer.
License Restrictions
Restrictions. Customer will not, and will not allow its end users, to: (a) sublicense, resell, distribute or assign its right under the license granted under this Agreement to any other person or entity; (b) modify, adapt or create derivative works of the Services, Software, or any associated documentation; (c) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code for the Software; (d) use the Service or Software for infringement analysis, benchmarking, or for any purpose other than as necessary to use the Services Customer is authorized to use; (e) create any competing Software or Service; (f) remove any copyright or other proprietary or confidential notices on any Software or Service; (g) use the Service or Software for any illegal purposes; (h) use the Service or Software to infringe any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; or (i) use the Service to distribute any unlawful, harassing, libelous, defamatory, racist, indecent, abusive, violent, threatening, intimidating, harmful, vulgar, obscene, offensive or otherwise objectionable material of any kind or nature.
Compliance with Law. Customer’s use of the Services is subject to the terms set forth herein and all applicable laws, rules and regulations, including local, state, national and international laws, rules and regulations (including without limitation those governing account collection, export control, consumer protection, unfair competition, anti-discrimination or false advertising). Customer hereby agrees to comply with all applicable laws, rules, and regulations in its use of the Services.
License Termination. Sproket Logic may immediately terminate any license granted to Customer if Customer uses the Service for any illegal purpose or in any way contrary to any law or regulation or in violation of this Agreement.
Configuration
Other than as expressly set forth in the any documentation provided with the Service, Sproket Logic does not provide any guidance or advice on how Customer should install or operate the Service or how the Service may affect Your Salesforce.com account. Customer hereby acknowledges that its employees are sufficiently trained and experienced to integrate the Services into Customer’s Salesforce.com account. Sproket Logic shall not be liable for any damages incurred by Customer due to the improper use or configuration of the Service or your Salesforce.com account.
Payment and Renewals
Payment Due – Unless provided for on the Order Form, payment of all fees is due and payable to Sproket Logic upon receipt of invoice.
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Renewals – At least 30 days prior to the expiration of the current year subscription, Sproket Logic will issue an invoice for the renewal. Payment is due no later than the renewal date. If Customer does not want to renew the subscription, Customer will notify Sproket Logic in writing to sean@sproketlogic.com 15 days prior to the renewal date.
No Cancellations – Customer may not cancel, terminate, or rescind a subscription during the Term. Any and all payments by Customer to Sproket Logic for access to the Services are final.
Taxes – Customer is responsible for sales and other taxes associated with the order unless Customer provides Sproket Logic a valid tax exemption certificate.
Maintenance
The license granted hereunder entitles Customer to receive any and all standard updates and support that Sproket Logic generally provides to all users of its Services. Sproket Logic reserves the right to charge all of its users fees for any future versions of, or premium upgrades to, the Services. Customer understands that Sproket Logic may update or modify any of the Services or Software at any time and is under no obligation to inform Customer of any such updates or modifications. Unless Sproket Logic chooses to provide such updates or modifications to all of its users, this Agreement does not grant Customer any right, license, interest in or to any premium support, maintenance to any improvements, modifications, enhancements or upgrades to the Services or Software. To the extent that Sproket Logic supplies any updates or upgrades to Customer, they will be deemed to be subject to this Agreement, unless Sproket Logic indicates otherwise.
Warranty Disclaimers
No Endorsement – Although Sproket Logic has attempted to provide accurate information with regard to the Service, Sproket Logic assumes no responsibility for the accuracy or inaccuracy of any information provided. Mention of non-Sproket Logic products or services is for information purposes only and constitutes neither an endorsement nor a recommendation. Use of the Services is at Customer’s own risk.
Disclaimer – EXCEPT AS SPECIFICALLY SET FORTH IN THIS AGREEMENT AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND SPROKET LOGIC MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE IN TRADE, TOGETHER WITH SIMILAR WARRANTIES, WHETHER ARISING UNDER ANY LAW OR OTHERWISE. TO THE EXTENT THAT SPROKET LOGIC CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
SPROKET LOGIC MAKES NO WARRANTIES THAT THE SERVICES SHALL NOT CAUSE DISRUPTIONS, ERRORS, LOSS OF DATA, LOSS OF USE, OR OTHER PROBLEMS WITH YOUR SALESFORCE.COM ACCOUNT OR ANY COMPUTER ON WHICH THE SERVICES ARE INSTALLED. SPROKET LOGIC IS NOT RESPONSIBLE FOR ANY DAMAGES OR HARM ARISING FROM YOUR INSTALLATION OR USE OF THE SERVICES. SPROKET LOGIC DOES NOT WARRANT THE SERVICE SHALL OPERATE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT ANY DEFECT IN THE SERVICE WILL BE CORRECTED.
Disclaimer of High-Risk Activities – The Services are not fault-tolerant and are not designed, manufactured or intended for use or resale as or with on-line control equipment in hazardous environments requiring fail-safe performance, including, but not limited to, equipment used to operate nuclear facilities, aircraft navigation or aircraft communication systems or air traffic control, direct life support machines or weapon systems, in which the failure of the Services could lead directly to death, personal injury or severe physical or environmental damage (“High Risk Activities“). Accordingly, Sproket Logic and its suppliers specifically disclaim any express or implied warranty of fitness for such High-Risk Activities.
Indemnification
Customer hereby agrees to indemnify, defend, and hold Sproket Logic and its affiliates, employees, officers, directors, owners, information providers, agents, licensees, licensors (the “Indemnified Parties“) harmless from and against any and all liabilities, claims, costs, including reasonable attorneys’ fees, incurred by the Indemnified Parties in connection with any third party demand, claims, action, suit, or loss arising as a result of (a) any breach by Customer of this Agreement or claims arising from Customer’s account; (b) any fraud or manipulation by Customer; (c) a third-party claim, action or allegation of infringement based on information, data, files or other content submitted by Customer; or (d) any claims of credit card fraud based on any information released by Customer. Customer agrees to use best efforts to cooperate with Sproket Logic in the defense of any demand, claim, action or suit. Sproket Logic reserves the right to assume the exclusive defense of any matter subject to indemnification by Customer at Customer’s expense.
Limitation of Liability
Excluded Damages – TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR (1) INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, REPUTATIONAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND; (2) COSTS OF PROCUREMENT, COVER, OR SUBSTITUTE GOODS OR SERVICES; (3) LOSS OF USE, LOSS OR CORRUPTION OF DATA; OR (4) LOSS OF BUSINESS OPPORTUNITIES, PROFITS, GOODWILL, OR SAVINGS, WHETHER IN ANY OF THE FOREGOING, ARISING UNDER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN INFORMED IN ADVANCE OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. NEITHER PARTY WILL BE LIABLE FOR ACTIONS REASONABLY TAKEN TO COMPLY WITH LAW.
Direct Damages – CUSTOMER EXPRESSLY AGREES THAT ITS USE OF THE SERVICE IS AT ITS OWN RISK. IN NO EVENT SHALL SPROKET LOGIC’S TOTAL LIABILITY FROM ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT OR OTHERWISE) EXCEED THE AMOUNT CUSTOMER PAID TO SPROKET LOGIC, IF ANY, FOR THE SERVICE DURING THE 12 MONTHS IMMEDIATELY BEFORE THE CLAIM AROSE. IN THE EVENT THAT APPLICABLE LAW LIMITS THE EXCLUSION OF IMPLIED WARRANTIES OR THE ABOVE LIMITATIONS OF LIABILITY, THE MAXIMUM AMOUNT OF EXCLUSIONS ALLOWED UNDER APPLICABLE LAW SHALL BE APPLIED.
Customer Owns Customer Data
As between Sproket Logic and Customer, all title and intellectual property rights in and to the Customer Data is owned exclusively by Customer. Customer hereby grants a royalty-free, fully paid-up, worldwide, limited, non-assignable, non- sublicensable right and license to Sproket Logic and its affiliates and subcontractors to copy, duplicate, transmit, process, and use Customer Data to provide services to Customer in connection with Customer’s subscription to the Services.
Sproket Logic Proprietary Rights
Sproket Logic IP – Customer agrees that all rights, title and interest in and to all intellectual property in the Services, Software, and any materials provided in connection with the Services are owned exclusively by Sproket Logic or its licensors. Except as expressly provided herein, the limited license granted to Customer does not convey any ownership or other rights, express or implied, in the Services, any related software, or any materials provided in connection with the Services, or in any intellectual property.
Use of Marks – Neither Party may use or display the other Party’s trademarks, service mark, or logos in any manner without the other Party’s prior written consent.
Feedback – Sproket Logic shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, recommendations or other information provided by Customer relating to the operation of the Service.
Term and Termination
Term – This Agreement begins on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated (“Term”).
Termination – Sproket Logic may, in its sole discretion, immediately terminate Customer’s subscription, license and right to use the Service if (i) Customer fails to make timely payments of subscription fees as required for access to its account; (ii) Customer declares bankruptcy, is involved in any bankruptcy proceedings or is otherwise insolvent; (iii) Customer breaches this Agreement; (iv) Sproket Logic is unable to verify or authenticate any information Customer provides to Sproket Logic; or (v) Sproket Logic decides, in its sole discretion, to discontinue offering the Service to its users.
In the event of such a discontinuance by Sproket Logic, Customer shall be entitled to reimbursement of a pro rata portion of any unused prepaid fees paid hereunder to Sproket Logic. Sproket Logic shall not be liable to Customer or any third party for termination of the Service or Customer’s use of the Service. Upon expiration or termination for any reason, Customer shall no longer be authorized to use the Service. When Customer’s access to the Service is terminated, Customer will no longer have access to data and other material that Customer may have stored in connection with the Service and that material may be deleted by Sproket Logic.
Confidentiality
During the Term of this Agreement and for at least 1 year thereafter, the Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence, shall use such Confidential Information only for the purpose of fulfilling its obligations under this Agreement, and shall use at least as great a standard of care in protecting the Confidential Information as it uses to protect its own Confidential Information.
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Each Party may disclose Confidential Information only to those of its employees, agents or subcontractors who have a need to it in order to perform or exercise such Party’s rights or obligations under this Agreement and who are required to protect it against unauthorized disclosure in a manner no less protective than required under this Agreement. Each Party may disclose the other Party’s Confidential Information in any legal proceeding or to a governmental entity as required by Law.
These restrictions on the use or disclosure of Confidential Information do not apply to any information which is independently developed by the Receiving Party or lawfully received free of restriction from another source having the right to so furnish such information; after it has become generally available to the public without breach of this Agreement by the Receiving Party; which at the time of disclosure was already known to the Receiving Party, without restriction as evidenced by documentation in such Party’s possession; or which the Disclosing Party confirms in writing is free of such restrictions.
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Upon termination of this Agreement, the Receiving Party will promptly delete, destroy or, at the Disclosing Party’s request, return to the Disclosing Party, all Disclosing Party’s Confidential Information in its possession, including deleting or rendering unusable all electronic files and data that contain Confidential Information, and upon request will provide the Disclosing Party with certification of compliance with this subsection.
General
Force Majeure – Neither Party will be liable for any delay or failure to perform due to a cause beyond a Party’s reasonable control.
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Independent Contractors – The Parties are independent contractors. Neither Party has the authority to bind the other. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties.
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Third-Party Beneficiaries – There are no third-party beneficiaries under this Agreement.
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Export Compliance – Each Party will comply with all import and export control laws and regulations.
Assignment – Neither Party may assign this Agreement without the other Party’s prior written consent. Notwithstanding the foregoing, Sproket Logic may assign this Agreement, without Customer’s prior written consent in connection with a merger, acquisition, change of control or sale of substantially all of its assets (or any substantially similar transaction). Sproket Logic may assign all or any part of the performance of this Agreement to an Affiliate Entity without Customer’s prior written consent. For the purposes of this section, the term “Affiliate Entity” shall mean any entity that now or in the future controls, is controlled by, or is under common control with Sproket Logic.
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Waiver – No waiver or delay by either Party in exercising any right under this Agreement constitutes a waiver of that right.
Severability – If a court of competent jurisdiction holds any portion of this Agreement invalid or unenforceable, the remaining portions of this Agreement will remain in effect.
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Survival – The rights and obligations of either Party that by their nature would continue beyond the expiration or termination of this Agreement will survive expiration or termination of this Agreement, including Payment, Warranty, Indemnification, Limitation of Liability, and Proprietary Rights.
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Governing Law & Venue – The laws of the Commonwealth of Massachusetts, without reference to conflict of law rules, govern this Agreement and any dispute arising from it. Customer agrees that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the applicable state or federal courts located in Boston, Massachusetts, and Customer hereby consents and submits to the personal jurisdiction of such courts for the purposes of litigating any such action. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
Notices – Notices by Sproket Logic to Customer may be sent to the email address Customer provides upon registration or otherwise by any means that Sproket Logic determines in its sole discretion as likely to come to Customer’s attention. All notices sent by Customer to Sproket Logic in connection with this Agreement shall be sent by email to sean@sproketlogic.com.
Sproket Logic shall have the right to identify Customer as a user of the Service. Customer agrees that Sproket Logic may use any logo and/or name associated with Customer on Sproket Logic’s website or other materials in order to identify Customer as a Sproket Logic user.
No Exclusivity – Customer acknowledges and agrees that Sproket Logic is in the business of providing CRM solutions and that Sproket Logic may provide such services to third parties, including any competitors of Customer, which are the same or similar to the Services provided to Customer hereunder.
Entire Agreement – This Agreement represents the complete agreement concerning the subject matter of the license granted hereunder and Customer’s use of any of the Services and, except as otherwise set forth herein, may be amended only by a writing executed by both parties.