PLEASE READ THESE MOBILE TOOLS TERMS OF USE CAREFULLY. THEY CREATE A LEGAL AGREEMENT BETWEEN YOUR COMPANY AND SUGARCRM INC. (“SUGARCRM”). BY USING THE MOBILE TOOLS PORTAL AND THE TOOLS AND MATERIALS AVAILABLE IN THIS PORTAL, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING SUGARCRM’S PRIVACY POLICY (THE “TERMS”). YOU CERTIFY THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THESE TERMS, OR IF YOU ARE A SUGARCRM PARTNER USING THE MOBILE TOOLS PORTAL OR TOOLS ON BEHALF OF A SUGARCRM SUBSCRIPTION CUSTOMER, YOU REPRESENT AND WARRANT THAT YOU HAVE SECURE THE AUTHORITY TO BIND THAT SUGARCRM CUSTOMER TO THESE TERMS. THESE TERMS APPLY AS SOON AS YOU ACCESS THE MOBILE TOOLS PORTAL. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS OR NO LONGER HAVE THE AUTHORITY TO AGREE TO THESE TERMS ON BEHALF OF YOUR COMPANY OR, IF YOU’RE A SUGARCRM PARTNER, ON BEHALF OF THE SUGARCRM SUBSCRIPTION CUSTOMER, THEN DO NOT ACCESS THE MOBILE TOOLS PORTAL OR USE ANY OF THE TOOLS OR MATERIALS AVAILABLE IN THIS PORTAL OR, ALTERNATIVELY, YOU CAN TERMINATE THESE TERMS FOR YOUR CONVENIENCE AS PROVIDED BELOW.
Overview
The Mobile Tools Portal is an online portal dedicated to tools and materials for use with Sugar Mobile. This portal is available to customers with a current, paid subscription to a SugarCRM Product and SugarCRM partners in good standing with SugarCRM. However, use of certain tools or materials may require a minimum product subscription status with SugarCRM. Where restrictions apply to a tool, it will be noted in the Mobile Tools Portal.
The Mobile Tools Portal and all tools, documentation or other materials, etc., made available by SugarCRM in the Mobile Tools Portal from time to time, in its discretion, are referred to as the “Mobile Tool Materials” for purposes of these Terms. Additional definitions can be found in Section D below.
A. Getting Started; Using the Mobile Tools Portal
1. Account Terms.
(a) Account Creation; Responsibility for Account Use. You are required to create and maintain a user account to access and use the Mobile Tools Portal (“Master Account”). You are solely responsible for maintaining the confidentiality of your password for your Master Account and for the compliance by all users you invite to access or use your Master Account with these Terms. You agree to keep the required profile information accurate and up to date. You agree to notify SugarCRM in writing immediately of any unauthorized use of, or access to, all or any portion of Mobile Tool Materials.
(b) Use of Subcontractors. You can authorize a third party contractor to use your Master Account to exercise the rights granted to you solely on your behalf under this Agreement with regard to Tools. However, each such contractor must have a written agreement with you that protects SugarCRM and its intellectual property rights on terms no less protective or restrictive than those reflected in these Terms. Additionally, you are responsible for compliance by your contractors with these Terms.
2. Mobile Tools Portal and Related Terms.
(a) Mobile Tools Portal. Subject to these Terms, SugarCRM grants you a non-exclusive, non-transferable, royalty-free and revocable license to access the Mobile Tools Portal for internal reference, evaluation and development purposes by you only.
(b) Right to Use Tools and Beta Products in Portal. Section B below describes the terms and conditions that apply to Tools and Beta Products.
(c) Use Restrictions. Except as expressly authorized in these Terms, you shall not, nor permit any third party to, directly or indirectly: (i) modify, distribute or otherwise provide all or any portion of the Mobile Tool Materials or any Beta Products to any third party; (ii) copy or reproduce Mobile Tool Materials or Beta Products, in whole or in part; (iii) sublicense, resell, rent, lease, distribute, commercialize or otherwise transfer rights or grant access to or use of the Mobile Tool Materials or Beta Products to any third party; (iv) remove or alter any copyright, trademark or proprietary notices on or within the Mobile Tool Materials or Beta Products; (v) use the Mobile Tool Materials or Beta Products to provide software as a service, time sharing or other comparable services to third parties; or (v) reverse engineer, decompile or modify any encrypted or encoded portion of the Mobile Tool Materials or Beta Products.
3. Right to Make Changes. SugarCRM reserves the right, without prior notice to you, to change or discontinue all or any portion of the Mobile Tool Materials and Beta Products and release new versions or add or remove Mobile Tool Materials or Beta Products at any time. SugarCRM has no obligation to offer or continue to offer Mobile Tool Materials and/or Beta Products to you.
4. Feedback. You may, from time to time, provide suggestions, comments or any other feedback (including results from your accessing, using, testing or evaluation of the Mobile Tool Materials or Beta Products such as defects, errors or other issues you may report about Sugar Mobile, SugarCRM Products, Beta Products or the Mobile Tool Materials (collectively, “Feedback“). You agree that all Feedback is and shall be given by you and your contractors entirely voluntarily. SugarCRM is free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback in its discretion, without restriction or obligation of any kind or nature.
B. Tool and Beta Product Terms
1. General Terms. From time to time, SugarCRM may make Tools or Beta Products available to you in the Mobile Tools Portal under these Terms. Because Tools can have different purposes, uses or authorized user groups, this Section explains the unique or incremental terms that may apply to the Tools and Beta Products (i.e., in addition to the terms state elsewhere in these Terms). If no special terms for a Tool are provided, then, subject to other terms and conditions in these Terms, you are granted a non-exclusive, non-transferable and revocable license to access and use such Tools for internal reference purposes only in connection with your authorized use of Sugar Mobile under Your Subscription Agreement.
2. Beta Program Terms (Mobile Products). Beta Products, when posted in the Mobile Tools Portal, are available to users on an invite-only basis (as determined by SugarCRM in its discretion). If you are invited by SugarCRM to use a Beta Product, the following terms apply to your access and use of each such Beta Product:
(a) Right to Use Beta Products. Subject to these Terms (including without limitation those in Section A(2)(c)), you are granted a temporary, non-exclusive, non-transferable and revocable license to access, use and test the Beta Product solely for internal evaluation and testing only as part of your authorized use of the SugarCRM Products under Your Subscription Agreement. However, Beta Products cannot be used in your production (i.e., non-test) environment.
(b) Obligation to Provide Feedback. You agree to promptly report your Feedback on the Beta Product to SugarCRM by submitting that feedback via the URL or email address designated by SugarCRM for such Beta Product.
(c) Term/Termination for Beta Products. Your right to use a given Beta Product starts on the day you access, install or use the Beta Product from the Mobile Tools Portal until the day that SugarCRM (i) makes a production version of the Beta Product generally commercially available to its customers; (ii) announces the discontinuation of the beta program for the Beta Product; or (iii) disables or discontinues the Beta Product from availability to you, whichever occurs first. Upon termination of the beta program for a given Beta Product, you shall immediately stop using the Beta Product and any Confidential Information related to that Beta Product or, if required by SugarCRM, certify destruction or return of the Beta Product and related Confidential Information to SugarCRM.
(d) No Obligation to Commercial Product. SugarCRM has no obligation to grant you access to any Beta Products and/or release any Beta Products as a commercial product.
3. Mobile Application Configuration Services (“MACS”) Terms. MACS and documentation applicable to MACS in the Mobile Tools Portal are Tools available only to users who meet the minimum subscription threshold only (as that threshold is reflected in the Mobile Tools Portal). If you meet the eligibility requirements, the following terms apply to your access and use of MACS:
(a) Right to use MACS. Subject to these Terms (including without limitation those in Section A(2)(c)), you are granted a non-exclusive, non-transferable and revocable license to access MACS to upload a Branding File to MACS and use MACS to generate a Re-Branded Mobile App for you.
If you are a SugarCRM partner, you are only authorized to use MACS and generate Re-Branded Mobile Apps in the following two scenarios:
- You are a subscription customer (with production use rights beyond those offered as part of the annual partner program fee) and wish to create a Re-Branded Mobile App for your own internal production use; or
- You are hired as a contractor by a customer who has a current subscription to the SugarCRM Products to exercise the right to use MACS and generate a Re-Branded Mobile App on behalf of that customer.
These scenario restrictions do not apply to those SugarCRM partners who are OEM partners. For those SugarCRM partners, the terms of Your Subscription Agreement specific when and how you can create branded versions of Sugar Mobile and for whom.
(b) SugarCRM’s Right to Use Your Branding Files. Subject to these Terms (including without limitation those in Section A(2)(c)), you are granted a non-exclusive, non-transferable and revocable license to access MACS to upload a Branding File to MACS and use MACS to generate a Re-Branded Mobile App for you.
(i) You grant to SugarCRM a non-exclusive license to use the Branding Files to generate the Re-Branded Mobile Apps on your behalf and provide you an object code file of each Re-Branded Mobile App for download from the Mobile Tools Portal. SugarCRM will not use the Branding Files except to generate Re-Branded Mobile Apps.
(ii) You represent and warrant that you are the owner or have all the rights and power to authorize the SugarCRM’s use of the Branding Files as contemplated in these Terms.
(iii) Re-Branded Mobile Apps may stored by SugarCRM, but SugarCRM has no obligation to store more than the most recent version of Re-Branded Mobile App that has been created for you by MACS.
(c) MACS Usage Requirements and Terms. The following apply with respect to your use of MACS and the Re-Branded Mobile App generated by MACS for you:
(i) MACS is only available for use with the most current version of Sugar Mobile supported by SugarCRM (see here for SugarCRM’s end-of-life policy);
(ii) You should only use and deploy one version of the Re-Branded Mobile App at one time (e.g., not have multiple versions across the End Users);
(iii) If and when a new “major” version of Sugar Mobile is commercially released (i.e., a version number to the left of the decimal point changes like 3.0 to 4.0), then within no more than 60 days, you agree to stop using the current version of your Re-Branded Mobile App and generate a new Re-Branded Mobile App based on that version of Sugar Mobile;
(iv) You must use MACS in accordance with the MACS documentation in the Mobile Tools Portal or SugarCRM’s support site (the “MACS Documentation”);
(v) You must only submit Branding Files that comply with the MACS Documentation (including, without limitation, running reasonable virus or security scans on your Branding Files prior to upload);
(vi) You are responsible for all MDM Wrappers;
(vii) You are responsible for downloading and storing the Re-Branded Mobile App on your systems;
(viii) You are responsible, at your sole cost and expense, to secure the developer or comparable accounts necessary to make your Re-Branded Mobile Apps available for distribution to the End Users;
(ix) If you are unable to locate a Re-Branded Mobile App generated by MACS for any reason and it is not available for download in MACS, you’ll be required to submit new Branding Files and generate a new Re-Branded Mobile App; and
(x) All users with a Master Account are associated with a single company (as reflected in SugarCRM’s systems of record) can view all Re-Branded Mobile Apps generated for that company when they log into MACS (including the versions generated by you).
(d) MACS Restrictions and Responsibilities. You understand and agree that, in addition to any other restrictions in these Terms, you are not authorized to (i) grant any third party with access to MACS (unless to contractors as permitted under these Terms); or (ii) distribute the Re-Branded Mobile Apps to any third party nor publish them in iTunes, Google Play or other app store such that the Re-Branded Mobile Apps are available for download or use by anyone outside of your company. However, if you are a SugarCRM OEM partner, then you can distribute the Re-Branded Mobile Apps as authorized pursuant to the terms of Your Subscription Agreement.
(e) Support for Re-Branded Mobile Apps. With respect to the Re-Branded Mobile Apps only, the standard support terms in Your Subscription Agreement shall apply.
(f) Your Obligation for Third Party Claims. You shall, at your expense, (i) defend or settle any third party claims, actions and demands asserted against SugarCRM and its Affiliates, officers, directors, employees and agents (each a “Covered Party”), and (b) pay all damages finally awarded therein against a Covered Party or agreed upon in settlement by you (including other reasonable costs incurred by SugarCRM or its Affiliates, including reasonable attorneys’ fees, in connection with enforcing this Section) arising from any claim or threatened claim that the use of the Branding Files (including any contents of those files such as your trademarks or logos) by a Covered Party in compliance with these Terms infringes a third party’s intellectual property rights or that you misappropriated any trade secrets in the development of the foregoing. SugarCRM agrees to promptly notify you of any claim for which it may seek protection for under this Section. You shall control the defense of the claim and settlement negotiations (provided that you shall not enter into any settlement that affects admits liability or wrongdoing on the part of a Covered Party without SugarCRM’s prior written approval). SugarCRM agrees to provide you with reasonable assistance in the defense of such claim, at your expense. SugarCRM has the right to participate in the proceedings at its and their own option and expense.
(g) Termination of Use for MACS and Re-Branded Mobile Apps. In addition to the rights of termination in Section C(5), your right to use MACS and any Re-Branded Mobile Apps, can or will also be suspended or terminated in each of the following situations:
(i) Automatically upon expiration or termination of your subscription to the SugarCRM Products (as such period is defined in Your Subscription Agreement), with no notice required; or
(ii) Upon written notice to you, if you do not comply with the usage requirements and terms in Section B(3)(c) and fail to cure that non-compliance within 15 calendar days of receipt of written notice for such non-compliance.
When terminated, (1) your access to MACS will be terminated; (2) you shall immediately stop using the Re-Branded Mobile App(s) previously released to you or, if required by SugarCRM, certify destruction or return of the Re-Branded Mobile App(s) to SugarCRM; (3) you shall promptly remove all Re-Branded Mobile App(s) from the your app store or other distribution mechanism used by you to make the Re-Branded Mobile Apps available to your authorized End Users; and (4) SugarCRM’s support obligations with respect to the Re-Branded Mobile Apps terminate.
You understand and agree that if your right to use MACS and the Re-Branded Mobile Apps are suspended or terminated pursuant to this sub-section or terminated for cause pursuant to Section C(5), that suspension or termination does not impact nor does it entitle you to terminate or seek any refunds of any kind with regard to the SugarCRM Products or any related services covered under Your Subscription Agreement. Instead, your right to use Sugar Mobile shall revert back to the standard SugarCRM branded version as made available by SugarCRM through iTunes, GooglePlay or similar app stores. For SugarCRM partners who are OEM partners, you will be required to resume creating a version of Sugar Mobile under your brand name using other tools that may be provided by SugarCRM to you or, if none are available, your own tools and resources.
4. Mobile SDK Terms. The Mobile SDK and documentation applicable to the Mobile SDK provided in the Mobile Tools Portal are Tools available only to users who meet the minimum subscription threshold only (as that threshold is reflected in the Mobile Tools Portal). If you meet the eligibility requirements, the following terms apply to your access and use of the Mobile SDK:
(a) Right to use the Mobile SDK. Subject to these Terms (including without limitation those in Section A(2)(c)), you are granted a non-exclusive, non-transferable and revocable license to download the Mobile SDK and install it on a computer and use the Mobile SDK to customize Sugar Mobile and to generate a Custom Mobile App binary.
If you are a SugarCRM partner, you are only authorized to use the Mobile SDK and generate Custom Apps in the following two scenarios:
- You are a subscription customer (with production use rights beyond those offered as part of the annual partner program fee) and wish to create a Custom Mobile App for your own internal production use; or
- You are hired as a contractor by a customer who has a current subscription to the SugarCRM Products to exercise the right to use the Mobile SDK and generate a Custom Mobile App on behalf of that customer.
These scenario restrictions do not apply to those SugarCRM partners who are OEM partners. For those SugarCRM partners, the terms of Your Subscription Agreement specify when and how you can create branded versions of Sugar Mobile and for whom.
(b) Mobile SDK and Custom Mobile App Usage Requirements and Terms. The following apply with respect to your use of the Mobile SDK and the Custom Mobile App generated by the Mobile SDK:
(i) The Mobile SDK is only available for use with the most current version of Sugar Mobile supported by SugarCRM (see here for SugarCRM’s end-of-life policy);
(ii) You should only use and deploy one version of the Custom Mobile App at one time (e.g., not have multiple versions across the End Users);
(iii) If and when a new “major” version of Sugar Mobile is commercially released (i.e., a version number to the left of the decimal point changes like 3.0 to 4.0), then within no more than 60 days, you agree to stop using the current version of your Custom Mobile App and generate a new Custom Mobile App based on that version of Sugar Mobile;
(iv) You must use the Mobile SDK in accordance with the Mobile SDK documentation in the Mobile Tools Portal or SugarCRM’s support site (the “Mobile SDK Documentation”);
(v) You are responsible for all MDM Wrappers;
(vi) You are responsible, at your sole cost and expense, to secure the developer or comparable accounts necessary to make your Custom Mobile Apps available for distribution to the End Users;
(vii) modifications to create the Custom Mobile Apps shall only be made through the Mobile SDK API’s that have been published and authorized by SugarCRM for such use.
(viii) You may not modify the Sugar Mobile source code provided with the Mobile SDK.
(c) Restrictions and Responsibilities. You understand and agree that, in addition to any other restrictions in these Terms, you are not authorized to (i) grant any third party with access to the Mobile SDK (unless to contractors as permitted under these Terms); or (ii) distribute the Custom Mobile Apps to any third party nor publish them in iTunes, Google Play or other app store such that the Custom Mobile Apps are available for download or use by anyone outside of your company. However, if you are a SugarCRM OEM partner, then you can distribute the Custom Mobile Apps as authorized pursuant to the terms of Your Subscription Agreement.
(d) No Support for the Mobile SDK or Custom Mobile Apps. SugarCRM does not provide support for the Mobile SDK or Custom Mobile Apps.
(e) Your Obligation for Third Party Claims. You shall, at your expense, (i) defend or settle any third party claims, actions and demands asserted against SugarCRM and its Affiliates, officers, directors, employees and agents (each a “Covered Party”), and (b) pay all damages finally awarded therein against a Covered Party or agreed upon in settlement by you (including other reasonable costs incurred by SugarCRM or its Affiliates, including reasonable attorneys’ fees, in connection with enforcing this Section) arising from any claim or threatened claim that the use of the Custom Mobile App (including any contents of those files such as your trademarks or logos) by a Covered Party in compliance with these Terms infringes a third party’s intellectual property rights or that you misappropriated any trade secrets in the development of the foregoing. SugarCRM agrees to promptly notify you of any claim for which it may seek protection for under this Section. You shall control the defense of the claim and settlement negotiations (provided that you shall not enter into any settlement that affects admits liability or wrongdoing on the part of a Covered Party without SugarCRM’s prior written approval). SugarCRM agrees to provide you with reasonable assistance in the defense of such claim, at your expense. SugarCRM has the right to participate in the proceedings at its and their own option and expense.
(f) Termination of Use for Mobile SDK and Custom Mobile Apps. In addition to the rights of termination in Section C(5), your right to use the Mobile SDK and any Custom Mobile Apps, can or will also be suspended or terminated in each of the following situations:
(i) Automatically upon expiration or termination of your subscription to the SugarCRM Products (as such period is defined in Your Subscription Agreement), with no notice required; or
(ii) Upon written notice to you, if you do not comply with the usage requirements and terms in Section B(4)(b) and fail to cure that non-compliance within 15 calendar days of receipt of written notice for such non-compliance.
When terminated, (1) your access to the Mobile SDK will be terminated; (2) you shall immediately stop using the Custom Mobile App(s) previously released to you or, if required by SugarCRM, certify destruction or return of the Custom Mobile App(s) to SugarCRM; (3) you shall promptly remove all Custom Mobile App(s) from the your app store or other distribution mechanism used by you to make the Custom Mobile Apps available to your authorized End Users; and (4) SugarCRM’s support obligations with respect to the Custom Mobile Apps terminate.
You understand and agree that if your right to use the Mobile SDK and the Custom Mobile Apps are suspended or terminated pursuant to this sub-section or terminated for cause pursuant to Section C(5), that suspension or termination does not impact nor does it entitle you to terminate or seek any refunds of any kind with regard to the SugarCRM Products or any related services covered under Your Subscription Agreement. Instead, your right to use Sugar Mobile shall revert back to the standard SugarCRM branded version as made available by SugarCRM through iTunes, GooglePlay or similar app stores. For SugarCRM partners who are OEM partners, you will be required to resume creating a version of Sugar Mobile under your brand name using other tools that may be provided by SugarCRM to you or, if none are available, your own tools and resources.
C. Additional Terms
1. Modification of Terms. SugarCRM reserves the right to change these Terms at any time. If modifications are made, SugarCRM will notify you that a new version applies (such as through the use of a pop-up window or other conspicuous notice within the Mobile Tools Portal) or by sending an email to the address associated with your Master Account. By continuing to access and use the Mobile Tool Materials, you are agreeing to be bound by those new terms. You can, however, discontinue use of the Mobile Tool Materials at any time and/or terminate these Terms at any time (as detailed elsewhere in these Terms). Any dispute that arises under these Terms shall be resolved according to the version of the Terms that were in place at the time the dispute arose.
2. Confidentiality. The receiving party shall use the Confidential Information of the disclosing party only for the purpose of exercising or fulfilling the receiving party’s obligations under these Terms. The receiving party shall not disclose or cause to be disclosed any Confidential Information of the disclosing party except to representatives (i.e., employees, contractors or the like) who require access to the Confidential Information to fulfill the receiving party’s obligations under this Agreement and who are bound by obligations of confidentiality as strict as those in these Terms. The receiving party will be responsible for any breach of these Terms by its representatives. A disclosure of Confidential Information as required by order of a court or governmental agency or as otherwise required by law shall not be a breach of these Terms or a waiver of confidentiality for any other reason, provided that the receiving party promptly provides the disclosing party with prior written notice, to the extent permitted by law, to allow the disclosing party to seek a protective order or otherwise prevent or limit the disclosure. Each party acknowledges that failure to comply with the confidentiality obligations set forth herein will cause the other party irreparable harm for which the disclosing party may not have an adequate remedy; therefore, the disclosing party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies at law or in equity, for any violation or threatened violation of this Section. Within 5 days after a disclosing party’s request, the receiving party shall return or destroy, at the disclosing party’s option, the disclosing party’s Confidential Information. Notwithstanding anything to the contrary in these Terms, the receiving party shall be entitled to retain one archival copy of the Confidential Information of the disclosing party for legal, regulatory or compliance purposes, and nothing shall require the erasure, deletion, alteration, or destruction of back-up tapes and other back-up media made in accordance with receiving party’s reasonable document-retention policies and procedures.
3. SugarCRM’s Collection of Usage Data. In addition to what may be described in SugarCRM’s Privacy Policy or Your Subscription Agreement, SugarCRM will collect, use, process and store diagnostic and usage related your use and access to the Mobile Tool Materials and the Beta Products (collectively the “Usage Data”). Usage Data may include, but is not limited to, the following: user logins to the Mobile Tools Portal or portions of the portal like MACS (date, time), user actions with respect to the Mobile Tool Materials (including by way of example creation of Re-Branded Mobile App and for what versions of Sugar Mobile, download of certain documentation, etc.) or navigation of the Mobile Tools Portal, performance of Tools (like MACS or the Mobile SDK) or your IP addresses and other of your information like internet service, location or the type of browser or device used to access the Mobile Tool Materials. You agree that SugarCRM may collect and process the Usage Data to (a) maintain and improve the performance and integrity of the Mobile Tool Materials and Beta Products; (b) understand which portions of the Mobile Tool Materials are most commonly use and preferred by users and how users interact with the same; (c) identify the portions of the Mobile Tool Materials that may require additional maintenance or support in connection with the contemplated use; and (d) comply with all regulatory, legislative and/or contractual requirements.
4. IP Ownership and Related Terms. Except for the limited licensed granted in these Terms, (a) SugarCRM and its licensors retain and own all rights, title and interests in the Mobile Tool Materials, Beta Products, Re-Branded Mobile Apps (excluding your Branding Files or your trademarks contained in such files) and Custom Mobile Apps (excluding your trademarks and any custom code developed independently of the Mobile SDK and Sugar Mobile source code), including any intellectual property rights embodied therein; and (b) you retain ownership in all rights, title and interests in your Branding Files (including your trademarks contained in such files), including any intellectual property rights embodied therein.
5. Termination.
(a) Rights of Termination. You can stop using the Mobile Tool Materials and Beta Products at any time. Either party can terminate these Terms for convenience on 30 days prior written notice to the other party, unless SugarCRM expressly agrees otherwise in writing as part of Your Subscription Agreement with respect to MACS, Custom Mobile Apps and the Re-Branded Mobile Apps. Either party may terminate these Terms: (i) immediately, if the other party materially breaches its obligations hereunder and, where such breach remains uncured for 30 days following written notice of the breach, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
(b) Effect of Termination. Upon the termination of these Terms, the following apply: (i) your access to the Mobile Tool Materials and Beta Products will be disabled; and (ii) If requested by the disclosing party, return or destroy the disclosing party’s Confidential Information as provided and in accordance with these Terms. The following Sections survive any termination of these Terms: A(4), B(6), B(2)(c), B(2)(d), B(3)(d), B(3)(f), B(3)(g),C(2), C(3), C(4), C(5)(b), C(6), C(7), C(8) and C(9).
6. Disclaimer of Warranties. Except for the support obligations for a given Tool expressly stated in Section B of these Terms, (a) SugarCRM provides the Mobile Tool Materials, Beta Products and any other materials or services provided on or through the Mobile Tools Portal on an “AS IS” and “AS AVAILABLE” basis; (b) SugarCRM’s standard product service levels shall not apply to the Mobile Tool Materials or the Beta Products and neither are supported by SugarCRM’s customer support; and (c) you understand and agree that SugarCRM makes no representation or warranties regarding use of the foregoing and SugarCRM shall have no liability for lost or incomplete data, re-run time, inaccurate input, work delays, lost profits or any other adverse effects on the performance of the SugarCRM Products resulting from the use of the foregoing. TO THE FULLEST EXTENT PERMITTED BY LAW, SUGARCRM AND ITS AFFILIATES, EXPRESSLY DISCLAIM ALL, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO SUCH, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
7. Limitation of Liability. EXCEPT FOR AN UNCURED BREACH OF BY YOU OF ANY LICENSE GRANTS OR RESTRICTIONS UNDER THESE TERMS OR YOUR OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS AS STATED IN THESE TERMS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS OR DATA ARISING IN CONNECTION WITH THESE TERMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL LIABILITY IN THE AGGREGATE, WHETHER ARISING IN CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) PRODUCT LIABILITY, MISREPRESENTATIONS OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF SUGARCRM ARISING UNDER THESE TERMS OR FOR ANY CAUSE OF ACTION IN CONNECTION WITH THESE TERMS EXCEED $100 USD.
8. Export Compliance. You acknowledge and agree that Mobile Tool Materials, Beta Products, Mobile SDK, Custom Mobile Apps and Re-Branded Mobile Apps are subject to all applicable export control laws and regulations, including, without limitation, those of the US Government and may require an export license or have reporting obligations to the US Government for the export of these products. You shall strictly comply with all applicable export control laws and regulations related to the Mobile Tool Materials, Beta Products, Mobile SDK, Custom Mobile Apps and Re-Branded Mobile Apps. You agree that you shall not, and shall cause your representatives, employees, agents, contractors and customers to agree not to, export, re-export, divert, release, transfer, or disclose the Mobile Tool Materials, Beta Products, Mobile SDK, Custom Mobile Apps or Re-Branded Mobile Apps to any prohibited or restricted destination, end-use or end user, except in accordance with all relevant export control laws and regulations.
9. Other General Terms. The parties are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You shall not assign, sublicense or otherwise transfer these Terms or any of your rights or obligations hereunder, by operation of law or otherwise, without SugarCRM’s prior written consent. Any assignment in violation of the foregoing will be void. These Terms will be binding on and inure to the benefit of, the parties and their respective successors and permitted assigns. Notices regarding these Terms shall be in writing and addressed Attn: General Counsel, 10050 North Wolfe Road SW2-130, Cupertino, CA 95014 USA. Notices to you may be given by email to your email address on record with SugarCRM. In any action related to these Terms, if any party is successful in obtaining some or all of the relief it is seeking or in defending against the action, the other party shall pay, on demand, the prevailing party’s reasonable attorneys’ fees and reasonable costs. Except as otherwise provided, remedies specified herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. These Terms and any dispute arising out of or in connection with these Terms will be governed as to all matters, including, but not limited to the validity, construction and performance of these Terms, by and under the laws of the State of California, United States, without giving effect to conflicts of law principles. SugarCRM may, at its sole discretion, seek interim judicial relief in any court of competent jurisdiction (including, but not limited to, interim injunctive relief) and this right may be enforced by any court of competent jurisdiction. If any provision of these Terms is found invalid, unlawful or otherwise unenforceable under applicable law, such provision will be replaced to the extent possible with a provision that comes closest to the intent of the original provision and all other provisions of these Terms shall continue in full force and effect. The waiver or failure of either party to exercise in any respect any right provided for in these Terms shall not be deemed a waiver of any further right under these Terms. The right to require performance of any duty hereunder is not barred by any prior waiver, forbearance or dealing. These Terms and any policies or other documents incorporated by reference herein constitute the entire agreement between the parties with respect to the subject matter of these Terms, and supersedes and merges all prior and contemporaneous proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of these Terms.
D. Definitions
1. “Affiliate” means a company that is Controlled by, under common Control with or Controlling a party to these Terms during the period of such control.
2. “Beta Product” means a version of a Tool or Sugar Mobile that is still under development, not intended for production use, but is made available for internal evaluation and testing by select customers. Beta Products will be identified as “beta” in the Mobile Tools Portal.
3. “Branding Files” means the files that you upload to MACS to customize Sugar Mobile to reflect your brand (e.g., a filed with your trademarks that you’d like to have replace the SugarCRM trademarks within Sugar Mobile).
4. “Confidential Information” means non-public information that the disclosing party provides to the receiving party during the term of these Terms that is identified in writing at the time of disclosure as confidential or that the receiving party knows or reasonably should know is considered confidential by the disclosing party given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that was: (a) previously known to the receiving party without obligation of confidence prior to disclosure by the disclosing party, (b) independently developed by or for the receiving party without use of or access to the disclosing party’s Confidential Information, (c) acquired by the receiving party without restriction on disclosure from a third party which is not under an obligation of confidence with respect to such information, or (d) which is or becomes publicly available through no breach of these Terms by the receiving party. Confidential Information of SugarCRM includes, by way of example only, Beta Products, Feedback concerning the Beta Products or Mobile Tool Materials and any other Tools not generally publicly available and includes any source code that is provided to you.
5. “Control” means ownership, directly or indirectly, of more than 50% of the voting securities that vote for the election of the board of directors or other managing body.
6. . “Custom Mobile App” means a version of Sugar Mobile, in object code form, that has been customized through the Mobile SDK.
7. “End Users” means those employees, contractors or other individuals of your company for which the required subscription fee has been paid to access and use the SugarCRM Products, as authorized under the terms of Your Subscription Agreement. For SugarCRM’s OEM partners only, End User means the employees, contractors or other individuals of the entities for which the required subscription fee has been paid for such entities and their authorized users to access and use the SugarCRM Products, as authorized under the terms of Your Subscription Agreement. For avoidance of doubt, Sugar Community Edition (“CE”) licensees are not eligible as End Users under these Terms.
8. “MACS” or “Mobile Application Configuration Services” means the on-demand service offered by SugarCRM to select customers that enables users to make certain changes (like re-branding) to the version of Sugar Mobile that End Users can use on a day to day basis as part of your subscription to the SugarCRM Products under the terms of Your Subscription Agreement. The specific changes you can make to Sugar Mobile using MACS are as reflected in the Tool itself.
9. “MDM Wrapper” means a binary file created by you that “wraps” the Re-Branded Mobile Apps with mobile device management (e.g., Mobile Iron or AirWatch).
10. “Mobile SDK” means the software development kit designed to enable customization of Sugar Mobile as made available from time to time on the Mobile Tools Portal.
11. “Mobile Tool Materials” is defined in the Overview section of these Terms.
12. “Mobile Tools Portal” means the portal hosted by SugarCRM or a third party on its behalf where authorized users can access and use different tools and materials related to Sugar Mobile, if and when such are made available by SugarCRM from time to time.
13. “Re-Branded Mobile App” means a version of Sugar Mobile, in object code form, that has been customized by MACS based on the Branding Files.
14. “Sugar Mobile” means the SugarCRM-branded mobile application available for download through third party app stores (like iTunes or GooglePlay) that enables use of the platform portion of SugarCRM Products via certain supported mobile devices.
15. “SugarCRM Product” means SugarCRM’s customer relationship management product and related services that it makes generally commercially available to its customers from time to time. SugarCRM does not include the free, open source version of SugarCRM’s products known as “SugarCRM Community Edition” or “Community Edition.”
16. “Tools” means any on-demand service, software development kit (SDK), sample code or any other development tools that SugarCRM makes available through the Mobile Tools Portal, including any materials, documents or presentations applicable to such services, software or SugarCRM Product.
17. “Your Subscription Agreement” means a separate agreement, including without limitation, subscription agreement, license agreement, partner agreement (like reseller or referral) or service agreement, between you and SugarCRM or (if applicable) you and one of SugarCRM’s authorized reseller partners under which you pay a fee to obtain a subscription license to access and use one or more SugarCRM Products.
Last Update: September 2017