SugarExchange Terms of Use

eleased May 26, 2015

PLEASE READ THESE SUGAREXCHANGE TERMS OF USE CAREFULLY. THEY CREATE A LEGAL AGREEMENT BETWEEN YOU AND SUGARCRM INC. (“SUGARCRM”). BY DOWNLOADING APPS OR OTHERWISE USING OR PARTICIPATING IN SUGAREXCHANGE, YOU ARE AGREEING TO BE BOUND BY THESE TERMS AND CONDITIONS, INCLUDING THE PRIVACY POLICY AND ANY ADDITIONAL POLICIES OR FUTURE MODIFICATIONS (THE “TERMS”). IF YOU ARE AGREEING ON BEHALF OF AN ENTITY, YOU CERTIFY THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS. UNLESS OTHERWISE DEFINED IN THE BODY OF THESE TERMS, CAPITALIZED TERMS ARE DEFINED IN SECTION E BELOW. THESE TERMS APPLY AS SOON AS YOU EITHER CREATE A USER ACCOUNT WITH SUGARCRM OR ENROLL IN SUGAREXCHANGE. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, PLEASE IMMEDIATELY TERMINATE YOUR USE OF SUGAREXCHANGE AND ANY RELATED CONTENT.

  • Getting Started; Account Basics
  • Getting and Using Apps; Support
  • Your Content, Conduct and Responsibilities
  • Additional Terms
  • Definitions

Overview

SugarExchange gives you access to products and services that are intended to enrich or extend your use of Sugar® products and services (the “Apps”). These terms apply to your access and use of SugarExchange. Activities covered by these Terms include, by way of example, downloading Apps and related content from SugarExchange, getting support for the Apps or linking from SugarExchange to third party sites where you can purchase a third party’s products or services directly from a Developer.

A. Getting Started; Account Basics

  1. Eligibility. SugarExchange is not available to persons under the age of 18 or to any users previously suspended or removed from SugarExchange by SugarCRM. You represent that you are at least 18 years of age and have not been previously suspended or removed from SugarExchange.
  2. Your Account. To participate in SugarExchange (like download an App or post a review), you must have an account with SugarCRM (“Master Account”). You are solely responsible for maintaining the confidentiality of your password for your Master Account, and for any and all activities on SugarExchange that may occur under your Master Account, including for all users you invite to access or use your Master Account. Users associated with your Master Account may update, correct or delete their account profile information at any time by accessing their account preferences through SugarExchange. You shall keep any and all required profile information accurate and up to date. You will notify SugarCRM in writing immediately of any unauthorized use of, or access to, the Master Account (including any associated passwords).
  3. Changes to SugarExchange. SugarCRM reserves the right to (a) change or discontinue all or any portion of SugarExchange (including whether or not fees are charged or the availability of any given App), and (b) improve, extend, add to or remove SugarExchange or any functionality or features available in SugarExchange, in each case, at any time and without advance notice.

B. Getting and Using Apps; Support

  1. General Use of SugarExchange. You can access and use SugarExchange to (a) search and browse Apps and Content available through SugarExchange, and (b) manage subscriptions to, download, and sign on to use Your Apps accessed through SugarExchange for your internal business purposes. SugarExchange may also allow you to submit certain content, including text, images, and other media files, as further detailed in Section C below.
  2. App Offerings. The Apps offered on SugarExchange are made available by SugarCRM and by third party providers that are not affiliated with SugarCRM.(a) Your access and use of Sugar Apps is subject to the license or other terms of use between you and SugarCRM (the “Sugar App Terms”).(b) Your access and use of Third Party Apps is directly between you and the applicable Developer, and subject to that Developer’s license or other terms of use for each Third Party App (the “Developer App Terms”).(c) You will have the opportunity to review and accept the Sugar App Terms or Developer App Terms (as applicable), before processing Your App transaction. You agree to comply with all applicable terms.(d) If one of Your Apps is no longer accessible through SugarExchange, you must directly contact SugarCRM in the case of a Sugar App and contact the applicable Developer in the case of a Third Party App to ensure continuity of service during the remaining term of the applicable subscription or license period for Your App(s).(d) You are responsible for paying any Taxes imposed on your access and use of SugarExchange or any Apps.
  3. Support. If you have questions about these Terms, have problems using SugarExchange or accessing or using a Sugar App, please refer to the Help Center. If you don’t find answers to your questions there, you can email SugarCRM at sugarexchange@sugarcrm.com. If you have problems or need help with a Third Party App, you need to contact the applicable Developer for that Third Party App directly. SugarCRM does not offer and is not able to provide support for Third Party Apps.
  4. Links to Third Party Sites, Products and Services. SugarExchange may include links or references to third party web sites or services, including information, materials, products, or services contained on or accessible through such sites and services (the “Linked Materials”). Linked Materials are available to users of SugarExchange solely as a convenience. SugarCRM does not endorse any Linked Materials. Use of Linked Materials is voluntary and it’s your responsibility to decide whether to make use of them or not. Should you decide to interact with or conduct business through any Linked Materials, doing so is at your own risk and all such activities are solely between you and the applicable third party of such Linked Materials.

C. Your Content, Conduct and Responsibilities

  1. Sharing Your Submissions. You understand that any message, feedback, content, information or data you submit or upload to SugarExchange (“Your Submissions”) is given by you voluntarily.
  2. Rules for Submissions You Share.(a) Right to Share Your Content. You agree that you will only upload, share, post, publish, transmit, or otherwise make Your Submissions available on or through SugarExchange (“Share”) that you have the right and authority to Share and can grant to SugarCRM all of the licenses and rights required by these Terms.(b) What Not to Share with SugarCRM. You agree that Your Submissions shall not: (i) be false or misleading, (ii) defame, be derogatory, degrade or harass another or constitute a personal attack, (iii) invade another’s privacy or includes, copies or transmits another’s confidential, sensitive or personal information, (iv) promote bigotry, racism, hatred or harm against any group or individual, (v) be obscene or not in good taste, (vi) violate, infringe or promote the violation or infringement of another’s rights, including intellectual property rights; (vii) violate or promote the violation of any applicable laws or regulations, (viii) contain a solicitation of funds, goods or services, or promotes or advertises goods or services, or (ix) contain any viruses, Trojan horses, or other components designed to limit or harm the functionality of a computer. SugarCRM may report you to the relevant authorities or take any other actions under applicable laws it determines are necessary or appropriate if Your Submissions that you Share are intended or designed to cause harm.(c) No Responsibility for Submissions. SugarCRM does not endorse Your Submissions or any other user’s submissions, and SugarCRM expressly disclaims any and all liability in connection with any third party submissions or other third party content. SugarCRM reserves the right to determine in its sole discretion whether to remove any user submission or other content, including Your Submissions.
  3. Right to Use Your Submissions. If you Share Your Submissions, you give SugarCRM permission to use Your Submissions for free, for any purpose and in any form, on irrevocable basis. This could include (a) displaying Your Submissions on SugarExchange or using Your Submissions in SugarCRM products or services, or (b) storing and using your business contact information, including names, business phone numbers, and business e-mail addresses, anywhere it does business in connection with SugarCRM’s business relationship with you. SugarCRM will not take and will not be required to take any steps to safeguard the confidentiality of Your Submissions, other than as specified in SugarCRM’s Privacy Policy.
  4. Use SugarExchange in a Responsible Manner. You agree to use SugarExchange and any Content available through SugarExchange in a responsible, respectful and ethical manner. For example, you agree that you will not:
    • create a Master Account or use SugarExchange if use you are under the age of eighteen (18) years old;
    • use SugarExchange for any purpose not expressly authorized in these Terms;
    • take any action to circumvent or attempt to circumvent the security and access control provisions of SugarExchange such as logging in to an account not assigned to you, accessing personally identifiable information not owned by you, testing the security measures of SugarExchange and/or attempt to identify system vulnerabilities, impersonating any other user of the Site or forge any of the header information in any posting or tamper with the TCP/IP packet header;
    • overwhelm or disable SugarExchange or interfere with access to and use of SugarExchange by any other user;
    • use SugarExchange or any of Content to violate any applicable law or regulation, including, without limitation, the infringement of any copyright, trademark, trade secret or other intellectual property right of others, or violate the privacy or publicity rights of any other person;
    • harass, stalk, or otherwise subject any other user of SugarExchange to unwanted and/or inappropriate contact;
    • send unsolicited mail or e-mail, make unsolicited phone calls or send unsolicited faxes and/or advertise any products or services either by directly posting on SugarExchange or by making unsolicited contact with any other user of the Site via email, telephone, postal mail, or any other method of communication;
    • make any changes, additions and/or deletions to any of the Content posted by any other user of SugarExchange without the express written authorization of such other user;
    • frame or link to SugarExchange or any of Content, unless SugarCRM expressly consents in writing to such linking and/or framing;
    • intentionally expose SugarExchange to any computer virus or any other program or code intended to disrupt or disable operations of SugarExchange;
    • use any “deep-link,” “page-scrape,” robot, spider or other program, algorithm, methodology, device or similar manual process to access, copy, monitor, retrieve or index any portion of SugarExchange or in any way reproduce or circumvent the navigational structure or presentation of SugarExchange or any Content, to obtain or attempt to obtain any materials, documents or information through any means not purposely made available through SugarExchange;
    • harvest or otherwise collect information about other users of SugarExchange; or
    • modify, reverse engineer, disassemble, decompile or otherwise attempt or allow others to attempt to discover the underlying computer code for SugarExchange or any App available through SugarExchange.

    You understand that these are examples only and are not intended to be complete or exclusive.

  5. Right To Collect and Use Certain Data. In addition to what is covered in the SugarCRM Privacy Policy, the following applies to data collected in connection with your use of SugarExchange:(a) Business Data. You agree that SugarCRM may collect and use user email addresses or other personally identifiable information of users (e.g., what’s in your Master Account) to send (i) messages about SugarExchange, and (ii) messages on behalf of other users of SugarExchange, including, but not limited to, through “refer-a-friend ” or “invite user ” features of SugarExchange. You and the users under your Master Account will have the ability to opt-out of receiving such communications through links provided in such communications or by updating their account preferences on SugarExchange. If you or one of your users under your Master Account decline to share his or her personally identifiable information, you agree that such user may not be able to access some or all of the features and functionality of SugarExchange. SugarCRM may retain and use all information submitted by you or under your Master Account for a variety of business purposes, including, but not limited to, data backups and archiving, prevention of fraud and abuse and analytics.(b) Usage Data. In the course of providing the products and services described in these Terms, SugarCRM may also collect, use, process and store diagnostic and usage related content from the computer, mobile phone or other devices with respect to the use of and access to SugarExchange. This content may include, but is not limited to, IP addresses and other information like internet service, location, the type of browser and modules that are used and/or accessed (the “Usage Data”). You agree that SugarCRM may process the Usage Data to create and compile anonymized, aggregated datasets and/or statistics about SugarExchange in order to: (i) maintain and improve the performance and integrity of SugarExchange, including any of the Apps or Content, (ii) understand which portions of SugarExchange are most commonly used and preferred by users and how users interact with SugarExchange, Apps and Content, (iii) identify the types of SugarCRM services that may require additional maintenance or support, and (iv) comply with all regulatory, legislative and/or contractual requirements, provided in each case that such aggregated datasets and statistics will not enable you or any living individual to be identified.
  6. Your Responsibility for Certain Claims. You agree to defend, indemnify and hold harmless SugarCRM and its affiliates and its and their officers, directors, predecessors, successors in interest, representatives, Suppliers, agents and employees from and against any and all liabilities, claims, costs and expenses, including attorneys’ fees, arising out of, based on or in connection with (a) your use or misuse of SugarExchange, any App or any Content, (b) your violation of these Terms, (c) any dispute you may have with a Developer and/or in connection with any Third Party Apps, and (d) Your Submissions. SugarCRM reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify SugarCRM, and you agree to cooperate with SugarCRM in the defense of these claims.

D. Additional Terms

  1. Modification of Terms. SugarCRM reserves the right, at its discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms to SugarExchange. Please check these Terms and any policies periodically for changes. Your continued use of SugarExchange (including any use of Your Apps or any Content) after the changes become effective constitutes your binding acceptance of such changes. Except as stated elsewhere, such amended Terms will automatically be effective upon the earlier of (a) your use of SugarExchange with actual notice of the new terms, or (b) thirty (30) days after SugarCRM has first posted notice of the new terms on SugarExchange or emailed the notice to you (as applicable); provided however, that 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. IP Ownership. SugarCRM and its licensors and Suppliers own all rights, title and interests in the SugarCRM Property, including all related intellectual property rights. The Developers own all rights, title and interest in their respective Third Party Apps and any related Content (including the Developer’s trademarks, logos or other similar identifying material) made available by the applicable Developer of each Third Party App, including all related intellectual property rights. You own all rights, title and interests in Your Submissions, including all related intellectual property rights. All rights not expressly granted in these Terms by a party are reserved by the applicable party.
  3. Termination; Effect of Termination.(a) For Convenience. Either party can terminate your participation in SugarExchange and these Terms (i) for convenience on thirty (30) days prior written notice to the other party, or (ii) for cause pursuant to sub-section (b) below.(b) For Cause. Either party may terminate these Terms: (i) immediately, if the other party materially breaches its obligations hereunder and, where such breach remains uncured for thirty (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.(c) Effect of Termination. Upon the termination these Terms, (i) you will immediately cease use of SugarExchange and any Content, (ii) SugarCRM will disable your Master Account and your access to SugarExchange, the Content and any Apps (except as provided otherwise in the following sub-section (iii)), and (iii) you can continue to use Your Apps, but only for the duration of the applicable license or subscription period and provided that you continue to comply with the Sugar App Terms or Developer App Terms, as applicable. The following Sections survive any termination of these Terms: A(2), B(2), C(3), C(5), C(6), D and E.
  4. Warranty Disclaimer. SUGARCRM AND ITS SUPPLIERS PROVIDE SUGARCRM PROPERTY (WHICH INCLUDES SUGAREXCHANGE), THE CONTENT, THE APPS AND ANY OTHER PRODUCTS, SOFTWARE OR OTHER MATERIALS OR SERVICES PROVIDED ON OR THROUGH SUGAREXCHANGE ON AN “AS IS ” AND “AS AVAILABLE ” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, SUGARCRM, ITS AFFILIATES AND ITS SUPPLIERS, EXPRESSLY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
  5. Limitation of Liability. EXCEPT FOR A BREACH BY YOU OF ANY LICENSE GRANTS OR RESTRICTIONS, OR YOUR OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS AS STATED IN THESE TERMS, IN NO EVENT SHALL EITHER PARTY OR SUGARCRM’S SUPPLIERS 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 OR RELATED TO OR IN CONNECTION WITH SUGAREXCHANGE, 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 THE AMOUNTS PAID BY YOU, IF ANY, TO SUGARCRM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE OF THE CLAIM OR $100 USD, WHICHEVER IS GREATER. IN NO EVENT SHALL SUGARCRM’S SUPPLIERS HAVE ANY DIRECT LIABILITY TO YOU.
  6. Commercial Software; Export Compliance. The SugarCRM Property was fully developed at private expense and, as applicable, is commercial computer software as defined in FAR 2.101. Any related documentation, technical data, or services are also commercial. In accordance with FAR 12.212 and DFARS 227.7202, all rights conferred in the SugarCRM Property, related documentation, technical data, services, or any deliverable to the United States Government are specified in these Terms. All other uses are prohibited and no ownership rights are conferred. You acknowledge and agree that the SugarCRM Property is subject to all applicable export control laws and regulations, including, without limitation, those of the United States Government. You shall strictly comply with all applicable export control laws and regulations related to the SugarCRM Property. You agree that you shall not, and shall cause its representatives, employees, agents, contractors and customers to agree not to, export, re-export, divert, release, transfer, or disclose any SugarCRM Property, or any direct product thereof, to any prohibited or restricted destination, end-use or end user, except in accordance with all relevant export control laws and regulations.
  7. Other General Terms. The Suppliers are a third party beneficiary of those terms that expressly state the Suppliers are covered under these Terms and, as such, will be entitled to enforce those particular terms as if it were a party to these 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 its 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, legal@sugarcrm.com. Notices to you may be given by electronic mail 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.

E. Definitions

  1. “Content” means any materials, documentation, data, information or presentations applicable to the Apps or software vendors who list or offer Apps through SugarExchange, including by way of example, materials or documents that describe the functions and features of the Apps or provide instructions for installation, support, use, and/or maintenance of the Apps, as provided from time to time.
  2. “Developer” means the third party who is offering a particular Third Party App through SugarExchange (i.e., anyone other than SugarCRM).
  3. “Sugar Apps” means those SugarCRM products or services available for download from SugarExchange that are offered under the SugarCRM Marks (i.e., has SugarCRM branding only), together with all updates and upgrades generally commercially released by SugarCRM to users of such products and services for no additional charge.
  4. “SugarExchange” means this online marketplace managed by SugarCRM (including all visual interfaces, text graphics and other content included in SugarExchange, all underlying technology that implement or operate SugarExchange) that provides an interface through which Apps and Content, as applicable, may be accessed or used by you (whether by way of listing, downloading, purchase or otherwise), together with its related features and functionality and all updates and upgrades released by SugarCRM from time to time.
  5. “SugarCRM Mark” means SugarCRM’s logos, trademarks, trade names and similar identifying material of SugarCRM.
  6. “SugarCRM Property” means, collectively, (a) SugarExchange, (b) the Sugar Apps, and (c) the SugarCRM Marks.
  7. “Supplier” means a third party hired by SugarCRM or its Affiliates to provide all or a portion of the SugarCRM Property to you, including by way of example, SugarExchange.
  8. “Taxes” means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including VAT (subject to reverse charge), GST (subject to reverse charge), excise, sales, use or withholding taxes.
  9. “Third Party Apps” means any App that is not a Sugar App, but is listed or otherwise available for download or purchase through SugarExchange (as applicable), together with all updates and upgrades generally commercially released by the applicable Developer to users of such product and service for no additional charge (unless the Developer App Terms expressly provide otherwise).
  10. “Your Apps” mean any Apps that you have downloaded, purchased or otherwise obtained usage rights to through SugarExchange.

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