This licence is an agreement between you (“You”) and Insite IT Limited, a company registered and incorporated in England and Wales, with company number 06342934 with a registered office at 14 Elizabeth Penton Way, Bampton, Tiverton, EX16 9GA (“Insite”) and governs your use of Insite’s proprietary software and any updates, upgrades, bug fixes, error corrections, enhancements and other modifications to the software made available to you (but not any new version of the software) (“Updates”) and licensed to use in accordance with your order placed on the Salesforce Appexchange (collectively, the “Software”).

PLEASE READ THIS LICENCE CAREFULLY BEFORE PLACING AN APPEXCHANGE ORDER. BY PLACING AN APPEXCHANGE ORDER, YOU ACCEPT THE FOLLOWING TERMS WHICH ARE APPLICABLE TO ANYONE WHO USES THE SOFTWARE.

BY USING THE SOFTWARE, OR AUTHORIZING OTHERS TO DO SO, YOU, AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU ARE ENTERING INTO THIS EULA ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND ALL END USERS OF THE SOFTWARE. IF YOU DO NOT HAVE SUCH AUTHORITY OR YOU DO NOT AGREE TO THE TERMS OF THE EULA, NEITHER YOU NOR ANY END USERS ARE PERMITTED TO USE THE SOFTWARE.

You must be a subscriber to the Salesforce.com Service to use the Software.

This Agreement comprises your Appexchange Order and the terms set out herein (“EULA”).

1. DEFINITIONS

Appexchange Order: means an order placed by You via the Salesforce Appexchange or directly with Insite for licences to install and run the Software on the Platform.
Authorised User(s): means Your named employees, representatives, consultants, contractors, partners, or agents who are both: (a) authorized to use the Salesforce Platform in accordance with your agreement with Salesforce; and, (b) authorised to Use the Software in accordance with this EULA and your Appexchange Order.
Documentation: means any documentation or other applicable materials for the Software made available to You by Insite.
EULA: the EULA in Schedule 1.
Evaluation: internal evaluation of the Software by You during the free Trial Period for use in Your business.
License Fees: the fees payable by You for your use of the Software as detailed in your Appexchange Order or otherwise in writing from time to time by Insite.
Platform: means the environment for cloud-based applications known as “Salesforce Platform” or any successor environment hosted by Salesforce.com from time to time.
Salesforce Appexchange: means the online marketplace for apps located at https://appexchange.salesforce.com/.
"Software” means the Software that is made available to you by Insite and which You are licensed to Use under this EULA, in accordance with and as identified in your Appexchange Order.
Start Date: the date on which Insite grant you access to Use the Software.
Trial Period: a period of 20 days or such other time as may be detailed in the Appexchange Order.
“Use” and “Using”: means to download, install, activate, access or otherwise use the Software.
“You” and “Your”: means the legal entity licensing the Software under this EULA.

PART A - TRIAL TERMS (WHERE APPLICABLE)

These PART A terms apply to You if you are using Software under a Trial License
1.Where your Appexchange Order details an Evaluation or Trial License, the terms of this Part A shall apply.
2. TRIAL LICENSE
2.1Insite hereby grants You a personal, non-transferable, non-exclusive to use the Software during the Trial Period solely for the purposes of Evaluation. You acknowledge and agrees that your use of the Software will automatically cease at the end of the Trial Period if You have not at that time accepted a full licence of the Software in the form contained in Part B, below (the EULA). Your use of the Software will be governed by the EULA at all times.
2.2Limited Use. You expressly acknowledge that during the Trial Period the Software is to be used for Evaluation purposes only.
3. TERM AND TERMINATION
3.1Termination not followed by a full licence. If the Trial Period is not followed by a full licence (as detailed below), You shall within two working days of the end of the Trial Period to the extent technically possible, completely delete all electronic copies of all or any part of the Software and/or the Documentation resident on your computer systems or elsewhere. If requested by Insite, You will provide written confirmation (in the form of a letter signed by one of Your directors) no later than 30 days after termination of this agreement that the Software and Documentation has been deleted.
3.2During the Trial Period this licence may be terminated by Insite at any time, at its discretion, without liability to You.
3.3This Trial Term licence shall terminate automatically upon acceptance by You of a full licence for the Software under a separate Appexchange Order

PART B - SUBSCRIPTION LICENSE TERMS (AS APPLICABLE

These PART B terms apply to You if you are using Insite Software under a Full License

1. USE ON SALESFORCE PLATFORM

1.1You acknowledge and agree that the Platform is a third- party system made available to You solely under the terms of an agreement between Salesforce.com and You. Insite makes no warranty as to, and shall bear no responsibility or liability for the Platform (including without limitation for its performance, functionality, or availability)
1.2You acknowledge that your Use of the Software is dependent on Your implementation and configuration of the Platform and the availability and performance of technology from third-party software and hardware vendors including but not limited to salesforce.com, over which Insite have no control. All access and interactions between Authorised User, the Software and Your Salesforce.com service account are managed exclusively by You through Your Salesforce.com service administration and security settings. The Software will retrieve, manipulate, process, and modify Your data based on Your configuration of the Platform and Software and you expressly consent to such access solely as is necessary for the operation of the Software. No data will leave the salesforce.com system.

2. LICENSE TO USE THE SOFTWARE

2.1Subject to your compliance with this EULA, and the payment of any applicable Subscription Fees, Insite grants You a revocable, personal, non-sublicensable, non-exclusive, non-transferable license to grant Authorised Users to Use the object code versions of the Software and the Documentation solely for Your internal business operations in accordance with this EULA and your Appexchange Order. The rights provided under this clause 2 are granted to You only, and shall not be considered granted to any subsidiary or holding company of Your entity.
2.2In relation to the Authorised Users, You undertake that: (a) the maximum number of Authorised Users that You authorise to access and use the Software shall not exceed the number of Authorised Users detailed in your Appexchange Order; (b) not to allow more than one user to gain access to the functionality of the Software under the login details of a single Authorised User.
2.3Your license is valid solely for the applicable term as detailed in your Appexchange Order. Your right to Use the Software begins on the date the Software is made available for download or installation or is otherwise made accessible to you, and continues until the end of the term specified in your Appexchange Order, unless otherwise terminated in accordance with this EULA.
2.4Additional Users. You may during any agreed subscription term, increase the number of Authorised Users by placing a new Order and Insite shall permit access to the Software to such additional Authorised Users in accordance with the provisions of this agreement, subject always to payment in advance by You of the relevant fees for such additional Authorised Users, pro-rated where applicable for the remainder of the [License Year] [License Term]. You may not reduce the number of Authorised Users during any agreed term.
2.5In the event that you do not maintain payment of your License Fees, your license to use our Software will automatically terminate.
2.6Fee Increases. Insite shall be entitled to increase the License Fees payable by you for the Software at the start of each [Renewal Term], on thirty days' prior written notice to You. In the event that You do not agree to such increase, You may terminate this Agreement at the end of the then-current Term. In the event that You do not notify Insite that You object to any increase, the [Renewal Term] shall be extended and include the increase in License Fees accordingly.

3. OWNERSHIP

3.1Except for the limited license rights expressly granted in this EULA, Insite reserves all rights in and to the Software and Documentation and any modifications thereto.
3.2Insite or its licensors retain ownership of all intellectual property rights in and to the Software and Documentation including copies, improvements, enhancements, derivative works and modifications thereof. Your rights to Use the Software are limited to those expressly granted by this EULA and on your Appexchange Order. No other rights with respect to the Software or any related intellectual property rights are granted or implied.
3.3You undertake to: (a) treat as confidential and keep secret all confidential information contained or embodied in the Software, the Documentation and any confidential information conveyed to you in respect to the Software or through training by any means; (b) effect and maintain adequate security measures to safeguard the Software and Documentation from access or use by any unauthorised person.
3.4Throughout the term of this EULA, You agree to provide to Insite feedback reports on the performance of the Software in the format agreed between us in writing from time to time. This feedback is our confidential information, including any suggestions, enhancement requests, recommendations, ideas or concepts contained in any feedback you provide us with and you hereby grant to Insite a non-exclusive, royalty-free, worldwide, transferable, irrevocable, sublicensable, perpetual, license to use or incorporate into the Software any such feedback. Insite may, from time to time, require direct contact with You and may contact You using email or telephone and to discuss Your feedback.

4. USE RESTRICTIONS

To the extent permissible under applicable law, You agree not to: (i) decompile, disassemble, decrypt, reverse engineer the Software or otherwise attempt to derive the source code for the Software; (ii) modify, adapt or create any derivative works based on the Software or Documentation; (iii) merge the Software with any other Software other than as expressly set forth in the Documentation; (iv) remove, modify or conceal any product identification, copyright, propriety, intellectual property notices, or other marks on or within the Software; (v) copy the Software or Documentation, except where such copying is incidental to normal Use of the Software or where it is necessary for the purpose of back-up or operational security; (vi) disclose the results of any testing or benchmarking of the Software to any third party without Insite’s prior written consent or use such testing for the purpose of developing, or creating any software that is in any way competitive with the Software; or (vii) provide or otherwise make available, the Software in any form, in whole or in part (including, but not limited to, program listings, object and source program listings, object code and source code) to any person without prior written consent from us.

5. THIRD PARTY USE OF SOFTWARE

5.1Third party software may be embedded in the Software and sublicensed directly to You under this EULA. Other third-party software is provided to You subject to third party EULAs, which are available at Your request. These EULAs may be in the form of standard licenses, shrink-wrap or click-through license agreements. You are responsible to do whatever is necessary or required by the third-party licensor for the licenses and related terms to take effect.

6. UPGRADES AND UPDATES

6.1From time to time Insite may update the Software to improve performance, enhance functionality, reflect changes to the operating system or address security issues. Alternatively, we may ask you to update the Software for these reasons.
6.2If you choose not to install such Updates or if you opt out of automatic Updates you will not be able to continue using the Software. If you do not deploy a mandatory Update we reserve the right to terminate this EULA.
6.3Service Improvements. Insite shall only be required to provide You with reasonable notice of a change or modification to the Software in advance if the change of modification is material (and does not extend or enhance the functionality or architecture of the Software) or may substantially adversely affect Your use of the Software.

7. LIMITED WARRANTY AND DISCLAIMER

7.1Insite will use commercially reasonable efforts to deliver to You Software in accordance with the Documentation (when hosted on the version of the Platform made available by Salesforce.com on the Start Date) free from any viruses, programs, or programming devices designed to modify, delete, damage or disable the Software.
7.2At Insite’s option and expense, Insite shall repair, replace, or cause the refund of the license fees paid for the non-conforming Software. This remedy is Your sole remedy for conformance and conditioned on You reporting the non-conformance in writing to Insite within the 30 day warranty period.
7.3Except as expressly set forth above, Insite and its licensors provide Software “as is” and expressly disclaim all warranties, conditions or other terms, whether express, implied or statutory, including without limitation, warranties, conditions or other terms regarding merchantability, fitness for a particular purpose, design, condition, capacity, performance, title, and non-infringement. Insite does not warrant that the Software will operate uninterrupted or error-free or that all errors will be corrected or that it will meet Your requirements. Insite is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and You acknowledge that the Software may be subject to limitations, delays and other problems inherent in the use of such communications facilities. In addition, Insite does not warrant that the Software or any equipment, system or network on which the Software is used will be free of vulnerability to intrusion or attack. You assume sole responsibility for results obtained from the use of the Software and the documentation, and for conclusions drawn from such use, reliance on any results and any action taken. Insite shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided to Insite by You in connection with the Software, or any actions taken by Insite at Your direction.
7.4Insite shall not be responsible for any issue that results from: (i) any modifications to the Software, other than by Insite; or (ii) use of an Upgrade which is rendered incompatible with the Platform by an update Salesforce.com or a third party has made to their products or services.

8. INDEMNITY.

YOU SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS INSITE, ITS PARTNERS FROM TIME TO TIME, ITS EMPLOYEES AND AGENTS FROM AND AGAINST ANY CLAIMS, ACTIONS, PROCEEDINGS, LOSSES, DAMAGES, EXPENSES AND COSTS (INCLUDING WITHOUT LIMITATION COURT COSTS AND REASONABLE LEGAL FEES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE AND/OR MISUSE OF THE SOFTWARE AND/OR DOCUMENTATION.

9. INTELLECTUAL PROPERTY RIGHTS

If a third party notifies You of any claim that the use of the Software infringes any right of a third party, You agree to immediately notify Insite. If any such claim is made to You or Insite, You shall, at Insite’s request, immediately cease use of the Software. If Insite is unable to allow You to continue evaluation or use of the Software, this agreement shall terminate.

10. LIMITATION OF LIABILITY

10.1In no event will Insite or its licensors be liable for the following, regardless of the theory of liability or whether arising out of the use or inability to use the Software or otherwise, even if a party been advised of the possibility of such damages: (a) indirect, incidental, exemplary, special or consequential damages; (b) loss or corruption of data or interrupted or loss of business; or (c) loss of revenue, profits, goodwill or anticipated sales or savings.
10.2Any and all liability of Insite, its affiliates, officers, directors, employees, agents, suppliers and licensors collectively, to You, whether based in warranty, contract, tort (including negligence), or otherwise, shall not exceed the fees paid to Insite in respect to Your Use of the Software in any [calendar year]. This limitation of liability for Software is cumulative and not per incident. Nothing in this Agreement limits or excludes any liability that cannot be limited or excluded under applicable law.

11. TERMINATION OF LICENSE AND USE OF SOFTWARE

11.1Either party may terminate this agreement on notice to the other party if the other party materially breach the terms of this agreement, the license limitations or restrictions in this EULA or under any Appexchange Order, and (in the case of a breach capable of being remedied) have failed within 14 days after receipt of a request in writing from the other party to remedy the breach. Either party may, without liability (other than the payment of License Fees) terminate this License, and/or Insite may terminate your right to use the Software in whole or in part, on 30 days’ notice at any time.
11.2The provisions of clause 11.1 do not apply to You if you are not paying for the Software and Insite may terminate your use of the Software, without liability, at any time.
11.3Upon termination or expiration of this EULA for any reason, Your right to use the Software ends and you must immediately cease all activities authorised under these terms and immediately delete the Software and any copies of the Software and any related materials in Your possession or control.

12. GENERAL

12.1You shall not, without the prior written consent of Insite assign, transfer, charge, sub-contract or deal in any other manner with all or any of Your rights or obligations under this EULA. Insite may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under this EULA.
12.2This EULA does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this EULA.
12.3If any provision (or part of a provision) of this EULA is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.
12.4No failure or delay by Insite to exercise any right or remedy provided under this Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
12.5Except as expressly provided in this EULA, the rights and remedies provided under this EULA are in addition to, and not exclusive of, any rights or remedies provided by law.

13. MARKETING

You allow Insite to publish You as a customer of for marketing purposes and to use Your current trade mark logo and name on the Insite web site. Insite may from time to time collaborate with You to produce and publish customer comments, endorsements, case studies, for the purposes of marketing, which You have the right to amend and / or approve before publication. Whilst Insite will use its best endeavours to ensure best practice, Insite cannot be held liable for any inaccuracies or errors in either Insite marketing materials or third-party marketing materials.

14. GOVERNING LAW

14.1This Agreement and any disputes or claims arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) are governed by, and construed in accordance with, the laws of England and Wales, without reference to its conflict of laws principles. The Parties irrevocably agree that the courts of England and Wales have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).