Trial Agreement Terms & Conditions

 

This Trial Agreement (“Trial Agreement”) is between Propel Software Solutions, Inc., a Delaware corporation having its principal place of business at 835 Main Street, Redwood City, CA, 94063 (“Propel”) and Customer. Propel and Customer are collectively the “Parties” and each a “Party” to this Trial Agreement. This Trial Agreement is effective as of the date of an executed Trial Agreement referencing this Agreement (the “Effective Date”). For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

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  1. Definitions.

"Customer Data" means all electronic data or information submitted by Customer to the Service.

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"Service" means the onlineweb-based Propel application, including associated offline components and Modifications, provided by Propel via www.salesforce.com, Non-Propel Applications, and/or other designated websites. Service detail, including licenses and trial dates shall be set forth in Exhibit A attached hereto.

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“Modifications” means any changes to the Service made by Propel to allow the Service to interoperate with Customer’s existing processes, systems or tools.

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"Non-Propel Applications" means Web-based, mobile, offline or other software application functionality that interoperates with the Services, provided by entities or individuals other than Propel, including but not limited to those provided by SFDC (with the exception of the Salesforce Platform)

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"Users" means Customer's employees, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by Propel at Customer's request).

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  1. Service. 
    1. Provision of Service. Propel shall make the Service available to Customer at no charge pursuant to the terms and conditions set forth in this Trial Agreement.
  2. Use of the Service. 
    1. Customer Responsibilities.  Customer is responsible for all activities that occur under Customer's User accounts.  Customer shall:   (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify Propel promptly of any such unauthorized use; and (ii) comply with all applicable local, state, federal, and foreign laws in using the Service and, if using the Service outside of the United States, not use the Service in a manner that would violate any federal or state laws of the United States if conducted therein.
    2. Use Guidelines.  Customer shall use the Service solely for evaluation and not for the maintenance of any data on which Customer would typically rely in a production capable environment and shall not:  (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.
  3. Proprietary Rights. 
    1. License Grant.  Propel grants to Customer and its Users a worldwide, non-exclusive, non-transferable, non-sublicenseable right to access and use the Service in accordance with the terms of this Trial Agreement.
    2. Reservation of Rights.  Customer acknowledges that in providing the Service, Propel utilizes (i) the Propel name, the Propel logo, the propelsoftware.com domain name, the product and service names associated with the Service, and other trademarks and service marks; (ii) certain audio and visual information, documents, software and other works of authorship; and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Propel Technology") and that the Propel Technology  is covered by intellectual property rights owned or licensed by Propel (collectively, "Propel IP Rights"). Other than as expressly set forth in this Trial Agreement, no license or other rights in or to the Propel Technology or Propel IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
    3. Restrictions.  Customer shall not (i) modify, copy or create derivative works based on the Service or Propel Technology; (ii) extract information from an Propel Object inside salesforce.com and pull into any other salesforce.com Object for the purposes of allowing other people to access information contained inside an Propel Object  (iii) create Internet "links" to or from the Service, or "frame" or "mirror" any content forming part of the Service, other than on Customer's own intranets or otherwise for its own internal business purposes; or (iv) disassemble, reverse engineer, or decompile the Service or Propel Technology, or access it in order to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, functions or graphics of the Service, or (C) copy any ideas, features, functions or graphics of the Service.
    4. Customer Data.  Propel may access Customer's user accounts solely to respond to service or technical problems or at Customer's request.
    5. Remedies.  If Customer violates this Section 4 Propel shall have the right to pursue any and all available remedies under any theory of law or equity to protect its interests and prevent and/or mitigate any damage or loss of value to Propel Technology or Propel IP Rights.
  4. Confidentiality.
    1. Definition of Confidential Information.  As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Trial Agreement, the Service, the Propel Technology, business and marketing plans, technology and technical information, screen and product designs and the interoperability with salesforce.com, and business processes.  Confidential Information shall not include any information that:  (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.  Confidential Information may include third party information for which the disclosing party has a duty of confidentiality.
    2. Confidentiality.  The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Trial Agreement, except with the Disclosing Party's prior written permission.
    3. Protection.  Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information.
    4.  Compelled Disclosure.  If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
    5. Remedies.  If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 5, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
  5. Warranties & Disclaimers.
    1. Warranties.  Each party represents and warrants that it has the legal power to enter into this Trial Agreement.  Propel represents and warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) it owns or otherwise has sufficient rights to the Service and the Propel Technology to grant the rights and licenses granted herein; and (iii) the Service and Propel Technology do not infringe any intellectual property rights of any third party.
    2. Disclaimer.  EXCEPT AS EXPRESSLY PROVIDED HEREIN, PROPEL MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.  PROPEL HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
  6. Non-Propel Applications. 
    1. Use of Non-Propel Applications.  Propel or third parties may make available to Customer third-party products or services, including, for example, Non-Propel Applications and implementation and other consulting services.  Except as expressly provided herein regarding the Salesforce Platform, any use by Customer of such Non-Propel Applications, and any exchange of data between Customer and any non-Propel provider, is solely between Customer and the non-Propel provider.  Propel does not warrant or support Non-Propel Applications or other non-Propel products or services, except as specified in an Order Form. 
    2. Non-Propel Applications and Customer Data. If Customer installs or enables a Non-Propel Application for use with the Services, Customer grants Propel permission to allow the provider of that Non-Propel Application to access Customer Data only as required for the interoperation of that Non-Propel Application with the Services.  Propel is not responsible for any processing, disclosure, modification or deletion of Customer Data resulting from access by a Non-Propel Application. 
    3. Integration with Non-Propel Applications.  The Services may contain features designed to interoperate with Non-Propel Applications.  To use such features, Customer may be required to obtain access to Non-Propel Applications from their providers and may be required to grant the Services access to Customer’s account(s) on the Non-Propel Applications.  Propel will not be deemed to be in breach of this Trial Agreement to the extent any such Services features cease to function because the provider of the corresponding Non-Propel Application, other than the Salesforce Platform, ceased to make their Non-Propel Application available for interoperation with such Services features on reasonable terms. 
  7. Limitation of Liability
    1. Limitation of Liability.  CUSTOMER ENGAGES IN THIS TRIAL AGREEMENT AND USES THE SERVICE AT ITS DISCRETION. PROPEL DISCLAIMS ANY LIABILITY FOR ISSUES THAT MAY ARISE DURING OR AS A RESULT OF CUSTOMER’S USE OF THE SERVICE.
    2. Limitation of Action.  Except for actions for breach of either party's intellectual property rights, no action (regardless of form) arising out of this Trial Agreement may be commenced by either party more than one (1) year after the cause of action has accrued. 
  8. Term and Subscriptions
    1. Term of Trial Agreement.  This Trial Agreement commences on the Effective Date and continues through the end of the trial term as set forth in Exhibit A. 
    2. User Subscriptions or Services. Customer will be provided with User subscriptions and or otherServices for the duration of this Trial Agreement as set forth in Exhibit A.
    3. Uninstall and Delete Propel Software.  Upon termination of this Trial Agreement, Customer will uninstall and delete, from all Customer desktop, mobile, web and other environments, any Propel provided software related to the Trial Service.  This includes managed packages or other software that has been installed in Customer’s Salesforce.com environments.  If requested by Propel, Customer will deliver a written statement to this effect.
    4. Surviving Provisions.  The following provisions shall survive any termination or expiration of this Trial Agreement: 4, 5, 6, 7, and 8.4.
  9. General Provisions
    1. Governing Law.  This Trial Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules.
    2. Venue.  The state and federal courts located in Santa Clara County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Trial Trial Agreement.  Each party hereby consents to the exclusive jurisdiction of such courts.  Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Trial Agreement.
    3. Export Control Laws.  Each party shall comply with all United States and foreign export control laws or regulations applicable to its performance under this Trial Agreement.  

Entire Agreement. This Trial Agreement, including all exhibits and addenda hereto, constitute the entire agreement between the parties, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter as it pertains to the Users Subscriptions and or Services undergoing a time based trial as described in the Trial Subscription Agreement. No modification, amendment, or waiver of any provision of this Trial Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict between the provisions in this Trial Agreement and any exhibit or addendum hereto, the terms of such exhibit or addendum shall prevail to the extent of any inconsistency.  In the event of a conflict between the provisions in section 10.1 or 10.2 in this Trial Agreement and the Master Subscription Agreement between the parties, the Master Subscription Agreement shall prevail.

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