Licensing Terms and Conditions of User Agreement
BY PROVIDING SCOTT’S DIRECTORIES WITH A DIGITALLY SIGNED COPY OF THIS AGREEMENT, YOU AGREE YOU HAVE READ THIS AGREEMENT, UNDERSTAND AND ACCEPT ALL THE TERMS AND CONDITIONS, AND THAT YOU INTEND TO BE LEGALLY BOUND BY THEM.
LICENCE AND RESTRICTIONS
Upon payment of the Contract Price, Scott’s Directories (the “Provider”) shall provide to you (the “Customer”) a limited, non-exclusive, non-sublicensable license to use the data provided subject to the terms of this Agreement. No transfer of Data obtained from the Provider to any party is allowed, unless expressly permitted herein. The Data may not be used for the purpose of providing any services to other parties, whether or not for profit, including but not limited to: providing mailing lists, sales prospecting lists, survey lists, broadcast faxes, broadcast e-mail, publishing of directories, or any other information or consulting service which provides or prepares information via computer. You may not use, copy, distribute, translate, transmit, merge, modify, transfer, adapt, loan, rent, lease, assign, share, sub-license or make available to another party the Data in any way, except as expressly provided for in this Agreement. The Customer must take all necessary precautions to prevent anyone else from violating the terms of this Agreement. This section shall survive the termination of this Agreement.
The Scott’s Directories for Salesforce app (the “SDFS”) is a Scott’s Directories data delivery service that requires Scott’s Directories to use services and license technical and proprietary interfaces and security protocols from Salesforce. Customers licensing the SDFS acknowledge that Scott’s Directories must abide by these terms called the Salesforce ISVForce Agreement. Limits on data, limits on allowable database calls, how the SDFS displays Data (in its own section) are largely controlled by Salesforce.
The Data subscription purchased by the Customer for use in the SDFS or any other application or format is separate from the purchase of any SDFS User seats. Any additional User seats will be billed separately.
The SDFS app will function fully providing the Customer has purchased a Data License from the Provider in advance. User Licenses are required for Users to accesses the SDFS via their Salesforce login and must be ordered through Scott’s Directories.
The Customer warrants that they will not make any technical modification to their Salesforce account that are designed to avoid paying for individual Seat Licenses. Violations of this provision may result in termination of the SDFS application.
LICENSE TERM AND PAYMENT
All Data license agreements are for a term of one year from the date of activation, regardless of the intended use. If Provider issues a renewal invoice which is paid in full before the end of the current term, the agreement will automatically renew for a one year term (12 months) on the same terms and conditions.
Upon the purchase and/or provision of at least 1 SDFS User license by the Customer, the Provider will issue the Customer an authentication key, enabling the Customer to install the SDFS app in their Salesforce instance. Upon installation of SDFS, the Data already purchased by the Customer will be made available in the SDFS app to any licensed User(s).
All charges related to the licensing of data will be paid in full directly to the Provider in advance of the SDFS application being installed and authorized in the client’s Salesforce instance.
Additional User seats can be added at any time.
All additional Users of the application required at the time of installation must be ordered through the Provider and paid in advance for the duration of the contract term.
If the data license is not renewed at the end of the annual term, the SDFS app will cease to function, all User licenses will be suspended and there will be no further billing by the Provider.
For the SDFS app, information contained within Standard Fields in Salesforce remains the property of the Customer irrespective of the party that populated these fields.
In delivering the service, the Provider will retain data identifications and date and time stamps for Customer’s data. All data specifying personally identifiable information will be deleted post processing.
Subject to the terms and conditions herein, the Provider hereby grants to the Customer a non-exclusive license to access and use the Licensed Materials and SDFS and to provide the Licensed Materials and SDFS to Authorized Users in accordance with this Agreement, during the Term of this Agreement.
Third Party Applications. “Third Party Applications” means computer software programs and other technology that are provided or made available to the Customer by third parties, including those with which the SDFS may interoperate, including, for example, the Customer’s CRM, marketing automation software, or sales enablement software, if any.
All Scott’s Data, websites and SDFS are protected by Canadian, United States, and international copyright and intellectual property laws. All rights to the Data, website and SDFS are owned by the Provider. By downloading Data, you do not become the owner of the Data, but are entitled only to use it in accordance with the terms and conditions of this Agreement.
Except as specifically provided herein, SDFS, Scottsinfo.com, MdSelect.ca, Canadianpharmaselect.com, Schoolsselect.com, Canadiandentaselect.com, and Canadianhealthcarepersonnel.com provide the Data and all resulting Data Subsets “AS IS". SDFS, Scottsinfo.com, MdSelect.ca, Canadianpharmaselect.com, Schoolsselect.com, Canadiandentaselect.com, and Canadianhealthcarepersonnel.com give no other express or implied warranties, representations, promises or guarantees of any kind, statutory or otherwise, with respect to the Database, its functions, contents, or user documentation. While SDFS, Scottsinfo.com, MdSelect.ca, Canadianpharmaselect.com, Schoolsselect.com, Canadiandentaselect.com, and Canadianhealthcarepersonnel.com make every effort to keep the Database complete, accurate and up to date, the entire risk as to the quality and performance of the Database and the results from use of selected Data Subsets is with the Customer. The Customer assumes all responsibility for selection of the Data Subsets needed to achieve the intended results, and for the use of and results obtained from the Data Subset.
LIMITATION OF LIABILITY
In no event will the Provider be liable for any damages including but not limited to, any lost profits, lost savings, indirect, special, incidental, economic or consequential damages, arising out of the use, or inability to use the Database or Data Subsets, or for claim by any other party. In no case will the Provider be liable, in any kind of legal claim in any way connected with the use of the SDFS app, Scottsinfo.com, MdSelect.ca, Canadianpharmaselect.com, Schoolsselect.com, Canadiandentaselect.com, and Canadianhealthcarepersonnel.com web sites or the Data, for more than the amount paid by the Customer for the use of the Data. The Provider’s entire liability and the Customer’s exclusive remedy shall be at the option of SDFS, Scottsinfo.com, MdSelect.ca, Canadianpharmaselect.com, Schoolsselect.com, Canadiandentaselect.com, and Canadianhealthcarepersonnel.com to either refund the amount the Customer paid for the Data Subset or provide the Customer with corrected items.
The Provider warrants to the Customer that the SDFS app will perform materially in accordance with the relevant documentation as amended from time to time, but as with all software is not guaranteed to be completely error free; it has the contractual rights with Salesforce to enter into and perform SDFS function and that the SDFS app has passed the Salesforce Security review process.
All of the Products and Services provided under the Agreement will be deemed to be accepted by the Customer, unless the Customer reports to the Provider all deficiencies in any such Products and Services within ten (10) days after receipt thereof.
In the event of any claim, suit or action by any third party against the Provider arising out of any use of the Information, you/User shall indemnify and hold harmless the Provider against any judgment, liability, loss, cost or damage (including any settlement amount, litigation costs and reasonable legal fees) related to such claim, suit or action.
COMPLIANCE WITH LAW
The Customer assumes sole responsibility for its knowledge of, and compliance with, all laws, including but not limited to those relating to anti-spam, patent, trademark and copyright that may be applicable, and acknowledges that it is solely responsible for the manner and purpose for which the Customer, including any and all additional Users, utilizes the Product and Services and, in case of any violations, shall indemnify the Provider.
LAW OF ONTARIO
This Agreement shall be construed in accordance with the laws of Ontario and the laws of Canada applicable therein (without regard to conflict of law provisions).
All provisions of this Agreement which by their nature must survive termination in order to achieve the fundamental purposes of this Agreement shall survive any termination or expiration of this Agreement.