CalendarAnything End User License Agreement
Last Modified: July 11, 2023
BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, EXECUTING A QUOTE FORM, OR DOWNLOADING, INSTALLING, OR OTHERWISE USING THE APP OR THE SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THIS AGREEMENT, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE WITH THIS AGREEMENT, YOU MUST NOT DOWNLOAD OR USE THE APP OR SERVICES.
1. Definitions
“Account” means your User account(s) on the Platform.
“Agreement” means this EULA and any other materials available on the Company website that are incorporated by reference herein, as such materials, including the terms of this EULA, may be updated by Company from time to time in its sole discretion and with or without notice to you, and any Quote Forms referencing this EULA.
“App” means the CalendarAnything customizable calendar application provided by the Company that integrates with the Platform.
“Company” means Sonnick Partners LLC (dba Silverline).
“Content” means the information, data, materials, software, files, text, graphics, images, photographs, illustrations, video, audio, or other content submitted by you to the Platform or App, or otherwise available through the Platform, excluding the Service.
“Effective Date” means the earlier of either the date this Agreement is accepted by you or the date you begin using the Service.
“EULA” means this End User License Agreement.
“Hardware” means any physical device(s) you use to access the Service.
“Intellectual Property Rights” means any and all inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, trade secrets, and any proprietary processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the universe.
“License Administrator(s)” means those Users designated by you who are authorized to purchase the Services and otherwise administer your use of the Service.
“Quote Form” means a form mutually agreed upon between you and Company or a Reseller referencing this EULA with (a) the initial number of User accounts and License Administrators purchased by you; (b) a description of any Custom Services; and/or (c) the Fees (as defined below) for the Services.
“Payment Method” means valid and current credit card information, bank account information or other valid payment information in a form accepted by Company.
“Platform” means the Salesforce customer relationship management platform on which the App is installed.
“Reseller” means a third party that is authorized by the Company to market and sell the Services.
“Salesforce” means Salesforce, Inc.
“Service(s)” means the App, the Basic Support, the Premium Support, Custom Services, and any other related materials provided by the Company, including associated media and electronic documentation developed and maintained by Company, accessible via the Salesforce website (www.salesforce.com) or the Company website (https://silverlinecrm.com), including without limitation any support or training related to the App, in accordance with the terms of this Agreement.
“User(s)” means you and/or your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by Salesforce or an applicable Reseller at your request).
“you” or “your” or “Customer” means the person or entity which has contracted to purchase a license to use the Services subject to the terms and conditions of this Agreement.
2. Use of the Services
2.1 As between you and Company, Company retains all Intellectual Property Rights in and to the Services. Company hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, worldwide right to use the Service, solely for your own internal business purposes, during the Term (as defined below) and subject to applicable documentation and the terms and conditions of this Agreement. The Service is licensed and not sold to you. All rights not expressly granted to you are reserved by Company and its licensors.
2.2 You may not access the Service if you are a direct competitor of Company, except with Company’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking or competitive purposes. You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) make the Services available on a “service bureau” basis, or otherwise allow any third party to use or access the Services; (iv) remove or modify any proprietary markings or restrictive legends placed on the Services; (v) create Internet “links” to the Service or “frame” or “mirror” the Service on any other server or wireless or Internet-based device; or (vi) reverse engineer, decompile, disassemble, or otherwise attempt to discern the source code or interface protocols of the Service. A User Account cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
2.3 You shall use the Service only for your internal business purposes and you shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violate any third party privacy rights; (iii) send or store material containing software viruses, worms, “back door,” Trojan Horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.
2.4 The initial number of Accounts will be set forth on the Quote Form. Depending on the type of Service you purchased, additional Accounts may be added by a License Administrator at any time during the Term by: (i) increasing the number of authorized Accounts through the App, (ii) requesting that the Company add new Accounts, or (iii) increasing the number of user accounts within the Platform. The number of Accounts may not be decreased except at the beginning of a Renewal Term (as defined below).
2.5 If you purchase at least ten User accounts for the App, the Services will include the following technology and training support from the Company (“Basic Support”): (i) product upgrades and (ii) standard email support for bug fixes.
2.6 For an additional fee, you may choose to upgrade the Services to include the following training and support services from the Company in addition to the Basic Support (“Premium Support”): (i) Custom Services (defined below); (ii) general training for Users; (iii) custom training sessions for License Administrators and Users; and (iv) quarterly reviews to ensure you have the latest release installed, walk you through any new enhancements, and consulting on how to visualize data within the Services. You understand and acknowledge that for the Company to provide you with Premium Support, Salesforce must provide Company with the email address(es) associated with the Account and by requesting Premium Support services you authorize Salesforce to do so.
2.7 To receive Premium Support, you understand and agree that you must provide the Company with either: (i) access to your Platform account; or (ii) a separate user account for the Company on your Platform account. You understand that the Company cannot provide certain functions of Premium Support without access to your account on the Platform.
2.8 You may request custom development and configuration support services for the App (“Custom Services”). All Custom Services and associated Fees shall be set forth in a Quote Form executed by both parties. The Company reserves the right to require that you enter into a master services agreement and statement of work for requested custom services that the Company deems outside of the intended scope of this Agreement. Company shall be the sole owner of all Intellectual Property Rights in the Custom Services, including all code, writings, graphics, know-how, and other deliverables (the “Work Product”). Subject to receipt of the associated Fees, Company grants to you a royalty-free, non-exclusive, non-transferrable, non-sublicensable license to use the Work Product solely in connection with the App and for your internal purposes during the Term.
2.9 All Services shall be provided to you subject to the provisions of this Agreement. Any additional or different provisions on any purchase order or other business forms submitted by you to the Company shall have no force or effect regardless of whether Company accepts and/or fills orders submitted by you on such forms.
3. Your Responsibilities
3.1 You are responsible for all activity occurring under all Accounts and shall abide by all applicable local, provincial or state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You and your Users shall: (i) notify Company immediately of any unauthorized use of any password or Account or any other known or suspected breach of security; and (ii) not impersonate another User or provide false identity information to gain access to or use the Service. You agree that you and your Users will comply with all applicable laws and regulations in connection with your use of the Services, including but not limited to, all applicable privacy and export control laws and regulations. You acknowledge that the Services are subject to U.S. export control laws and regulations and you represent that you and your Users are not a citizen of an embargoed country or prohibited end user under applicable U.S. export and anti-terrorism laws, regulations and lists. You represent that you are not, and no User will be, an individual less than eighteen (18) years of age.
4. Intellectual Property Ownership
4.1 Company alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Service. If you or any User provides suggestions, enhancement requests, recommendations or other feedback to Company (“Feedback”), you hereby grant to Company a royalty-free, worldwide, irrevocable, sublicensable, transferable, perpetual license to use, disclose, reproduce, license, distribute, and exploit such Feedback, and incorporate Feedback into the Service and Company’s other services, products, technologies, documentation or other development with no obligation to pay, attribute, license or to make available to, you, any User, or any other third party.
4.2 The Service is licensed to you, not sold, and this Agreement does not convey to you any rights of ownership in or related to the Service or the Intellectual Property Rights owned by Company. The Company name, the Company logo, and the product names associated with the Service are the trademarks of Company or third parties, and no right or license is granted to you or any User to use them.
5. Confidentiality
5.1 As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) 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 but not limited to business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. Company Confidential Information shall include the Services and Work Product. 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) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without reference of the Confidential Information.
5.2 Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have a written obligation to Receiving Party to keep such information confidential which contains protections no less stringent than those herein.
5.3 The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
6. Account Information and Data
6.1 Company does not own the Content.
6.2 You, not Company, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Content, and Company shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Content.
6.3 You acknowledge that Salesforce, and not Company, stores Content.
6.4 In the event this Agreement is terminated for any reason, (i) your right to access or use Content via the Service immediately ceases, and (ii) it will not be Company’s responsibility to make available to you a file of any Content upon termination.
6.5 Company will not have access to the Content or your Platform without you enabling the “grant account access” functionality provided by Salesforce, and by enabling such functionality you acknowledge and agree that Company personnel may access your Content and Platform for the purposes of providing You with technical support. Such functionality should not be enabled unless otherwise agreed between the parties.
7. Third Party Interactions
7.1 You acknowledge that the Services may interoperate with several third-party sites and services, including not limited to the Platform, Google, and other third party-services (collectively, the “Third Party Services”), and that some of the Services provided are dependent on the availability of such Third Party Services. If at any time any Third Party Services cease to provide availability to the Company, the Company may cease to provide such features to you without entitling you to refund, credit, or other compensation.
7.2 In order to use the features of the Services related to the Third Party Services, you may be required to register for an account with such Third Party Service and pay any associated fees to such Third Party Service. Any terms, conditions, warranties or representations associated with any such Third Party Services are solely between you and the applicable Third Party Service. Company and its licensors shall have no liability, obligation or responsibility related to any agreement between you and any Third Party Services.
7.3 Company does not endorse any sites on the Internet that are linked through the Service. Company provides these links to you only as a matter of convenience, and in no event shall Company or its licensors be responsible for any content, products, or other materials on or available from such sites. Company provides the Service to you pursuant to the terms and conditions of this Agreement.
8. Fees and Payment
8.1 You shall pay all Fees in accordance with the applicable Quote Form at the time such Fees are due and payable (“Service Fees”).
8.2 The Company will invoice you for the Premium Support fees and fees for Custom Services (“Premium Fees”, and together with the Service Fees, the “Fees”) separately from the Service Fees. All Premium Fee payments shall be made via check or wire transfer within thirty (30) days of the date of the Company’s invoice.
8.3 If you add additional User Accounts during the Initial Term or a Renewal Term, the associated Fees will be pro-rated based on the number of months such new Accounts were active. Fees for User Accounts added during a monthly period will be prorated for the remaining time of the monthly period in which they were purchased.
8.4 Except as otherwise specified herein, (i) Fees are quoted and payable in United States dollars, (ii) Fees are based on Services purchased and not actual usage, (iii) payment obligations are non-cancelable, and (iv) Fees paid are non-refundable. Fees are based on monthly or yearly periods that begin on the date specified on the applicable Quote Form (“Billing Period”). The Service Fees shall be due in advance of the upcoming Billing Period.
8.5 You are responsible for maintaining complete and accurate billing and contact information for the Services.
8.6 You understand that the Company does not collect nor store any payment and/or credit card information from you and that all Fee payments are facilitated separately by Chargent, Stripe, or any other third-party payment or service facility used by the Company (the “Payment Service”).
8.7 You understand that any and all Payment Methods supplied by you for any Fee transaction is transmitted directly to the Payment Service used by the Company, which processes, stores, and otherwise uses such information in order to facilitate payments of the Fees. If you use the Stripe Payment Service to pay the Fees, you acknowledge and agree that you will be subject to Stripe’s Services Agreement, located at https://stripe.com/legal, which is incorporated herein by reference.
8.8 You agree to ensure that all Payment Methods supplied by you are accurate and correct and kept updated with the Payment Service at all times and that you are fully authorized to use such Payment Method and payment information and Payment Service account for purposes of paying the Fees.
8.9 You agree that once you make payment of any Fees, you will not seek to cancel, chargeback, or otherwise seeks a refund on any basis that is fraudulent, misleading or untrue. If you breach the foregoing provision, you agree to reimburse the Company for any fees charged to it by the Payment Service resulting from your fraudulent, misleading, or untrue cancelation, chargeback, or refund request.
8.10 Unless otherwise stated, Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Fees do not include foreign currency exchange fees levied by any financial institution in connection with non-U.S. dollar payments for the Service from you to the Company (“Foreign Exchange Fees”). You are responsible for paying all Taxes and Foreign Exchange Fees associated with your purchases hereunder. If Company has the legal obligation to pay or collect Taxes or pay Foreign Exchange Fees for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you unless you have provided Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for taxes assessable against it based on Company’s income, property and employees.
9. Non-Payment and Suspension
9.1 You agree that Company may charge unpaid Fees to your Payment Method registered with Company or the Payment Service or otherwise bill you for such unpaid Fees. Any Fee payments not made when due will bear interest at a rate equal to the lesser of: (i) one and three-tenths percent (1.3%), or (ii) the maximum rate allowed by applicable law. Youshall pay to Silverline its costs of collection on late payments, including but not limited to its collection agency and attorneys’ fees and costs.
9.2 In addition to any other rights granted to Company herein, Company reserves the right to suspend or terminate this Agreement and your access to the Service if you fail to pay any Fees when due, regardless of the reason for such nonpayment. You agree that Company shall not be liable to you, any User, or to any other third party for any liabilities, claims or expenses arising from or relating to suspension of the Service resulting from your nonpayment. Company reserves the right to impose a reconnection fee in the event your Account is suspended and you thereafter request reinstated access to the Service.
10. Term and Termination
10.1 This Agreement shall become effective as of the Effective Date and shall remain in effect for a period of one year (the “Initial Term”). Thereafter, this Agreement shall automatically renew for successive one-year terms (each, a “Renewal Term” and together with the Initial Term, the “Term”).
10.2 You may terminate this Agreement for convenience by providing written notice to Company thirty (30) days before the expiration of the Initial Term or then-current Renewal Term. If notice of termination is provided within thirty (30) days after the beginning of a Renewal Term, the Company reserves the right to accept such termination and charge an early termination fee.
10.3 If your use of the Services is limited to a free trial period and you do not enter into a Quote Form before the end of that period, then this Agreement and your access to the Services will terminate at the end of the free trial period.
10.4 The Company shall have the right to immediately terminate this Agreement or any Quote Form if Customer is in breach of this Agreement (including but not limited to the failure to pay Fees) if Customer does not cure such breach within fifteen (15) days of Company’s written notice of the breach.
10.5 Company reserves the right to change the fees and/or to institute new charges at the end of the Initial Term or then-current Renewal Term, upon sixty (60) days’ prior written notice to you (which may be sent by email). Company further reserves the right to remove any discount on Fees provided in a Quote Form in any Renewal Term if you decrease the number of Users: (i) by more than ten percent (10%), or (ii) to less than ten (10) Users.
10.6 Section 1 (Definitions), 4 (Intellectual Property Ownership), 5 (Confidentiality), 8 (Fees and Payment), 9 (Non-Payment and Suspension), 10 (Term and Termination), 11 (Representations & Warranties), 12 (Indemnification), 13 (Disclaimer of Warranties), 15 (Limitation of Liability), 16 (Notices), 18 (Agreement to Governing Law and Jurisdiction), 19 (Force Majeure and US Government Rights), and 20 (General Provisions) shall survive any termination or expiration of this Agreement.
11. Representations & Warranties
11.1 Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
11.2 You represent and warrant that (i) you have not falsely identified yourself nor provided any false information to gain access to the Service, (ii) you have the right to provide to Company all information provided by you regarding all Users, including but not limited to the names and email addresses of such Users, and (iii) your billing information is correct.
12. Indemnification
12.1 You shall indemnify and hold Company and its licensors (including but not limited to Salesforce) and each of their parent organizations, subsidiaries, affiliates, officers, directors, employees, personnel, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Content infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; (iii) a claim arising from the breach of this Agreement by you or your Users of this Agreement.
12.2 Company shall indemnify and hold you and each of your its officers, directors, employees, successors, and assigns, harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with the infringement of any third party Intellectual Property Rights by your use of the Work Products in accordance with the terms of this Agreement, unless such infringement would not have arisen but for the incorporation of any modification or addition made to the Work Products by you or your agents.
12.3 Each of the Parties in its respective capacity as an indemnitee (“Indemnitee”) hereunder, shall give to the other party (“Indemnitor”) prompt written notice of any claim that might give rise to indemnified liabilities under Section 12.1 or 12.2 above, as applicable, setting forth a description of those elements of such claim of which such Indemnitee has knowledge; provided that any failure to give such notice shall not affect the obligations of the Indemnitor unless the ability of the Indemnitor to provide such indemnification is prejudiced in any material respect thereby. The Indemnitor shall have the right at any time during which such claim is pending to select counsel to defend and control the defense thereof and settle any claims for which it is responsible for indemnification hereunder, provided that the Indemnitee shall have the right to participate, at its own expense, with counsel of its own choosing in the defense and/or settlement of the claim. Notwithstanding the foregoing, Indemnitor shall not effect settlement of or compromise any such claim or proceedings without having obtained the prior written consent of the Indemnitee, which consent shall not be unreasonably withheld, conditioned, or delayed; provided that the Indemnitor may settle or compromise any such claim without the Indemnitee’s consent if the settlement or compromise: (i) requires solely the payment of money damages by the Indemnitee, and (ii) includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnitee from all liability in respect of such claim.
13. Disclaimer of Warranties
13.1 COMPANY AND ITS LICENSORS (INCLUDING BUT NOT LIMITED TO SALESFORCE) MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. COMPANY AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE IS PROVIDED TO YOU STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY COMPANY AND ITS LICENSORS.
14. Internet Delays
14.1 THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. COMPANY IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
15. Limitation of Liability
15.1 IN NO EVENT SHALL COMPANY OR ITS LICENSORS (INCLUDING BUT NOT LIMITED TO SALESFORCE) OR ANY OF THEIR PARENT ORGANIZATIONS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, PERSONNEL, ATTORNEYS OR AGENTS BE LIABLE TO YOU, ANY USER, OR ANY OTHER THIRD PARTY FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF FEES PAID TO COMPANY BY YOU, PLUS THOSE THEN DUE AND OWING TO COMPANY (BUT UNPAID), DURING THE ONE (1) YEAR PERIOD PRIOR TO THE DATE THE CAUSE OF ACTION AROSE. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, IN PART: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR THE RELEASED PARTY”.
16. Notices
16.1 Company may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Company’s account information, or by written communication sent by first class mail or pre-paid post to your mailing address on record in Company’s account information. You may give notice to Company at any time by any of the following: email sent to [email protected] with a copy to [email protected]; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Company at the location listed below. Any such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Either party may change its address by written notice to the other party.
Silverline
860 Broadway, 5th floor
New York, NY 10003
ATTN: Silverline Finance
17. Marketing
17.1 Subject to Customer’s prior written consent, not to be unreasonably withheld, conditioned, or delayed, Customer grants Company the right to use Customer’s name, trademark and logo on Company’s website, in Company marketing materials, and to identify Customer as a customer of Company and the Service.
18. Agreement to Governing Law and Jurisdiction
18.1 The Agreement is governed by the laws of the State of New York, exclusive of its choice of law principles, and the laws of the United States of America, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods.
18.2 Exclusive venue for all disputes arising out of the Agreement shall be in the state or federal courts in New York, New York and we each agree not to bring an action in any other venue. You waive all objections to this venue and agree not to dispute personal jurisdiction or venue in these courts. You agree that you will not bring a claim against Company under the Agreement more than one (1) year after the time that the claim accrued.
18.3 Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
19. Force Majeure and US Government Rights
19.1 Except for an obligation of payment, if either party fails to fulfill its obligations hereunder (excluding payment obligations), when such failure is due to an act of God, or other circumstances beyond such party’s reasonable control, including but not limited to fire, flood, plague, pandemic, civil commotion, riot, war (declared and undeclared), revolution, or embargoes, then said failure shall be excused for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance under this Agreement, provided however, that in no event shall such time extend for a period of more than sixty (60) days.
19.2 The Service is a “commercial item”, as that term is defined in 48 C.F.R. §2.101, consisting of “commercial computer software” and “commercial computer software documentation”, as such terms are defined in 48 C.F.R. §252.227-7014(a)(1) and 48 C.F.R. §252.227-7014(a)(5), respectively, and used in 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, as applicable, and all as amended from time to time. Consistent with 48 C.F.R. §12.212 and 48 C.F.R. §227.7202, and other relevant sections of the Code of Federal Regulations, as applicable, and all as amended from time to time, all U.S. Government entities acquire the Service only with those rights set forth in this Agreement accompanying the Service.
20. General Provisions
20.1 You shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. You hereby acknowledge and agree that you will not export or re-export the Service or any technical data supplied by Company, directly or indirectly to any source for use in any country or countries in contravention of any export laws, regulations or decrees of the United States government, including the US Department of Commerce and/or State, which prohibits export or diversion of the Service to certain countries. You will be solely responsible for identifying and complying with all laws of any jurisdiction outside or within the United States regarding the use of the Service and any technical data supplied by Company.
20.2 This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties, and neither party shall have the authority to bind the other party.
20.3 This Agreement is solely between you and the Company, and no User or any other person or entity shall be deemed to be a third party beneficiary of this Agreement.
20.4 No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
20.5 If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
20.6 You shall pay on demand all of Company’s reasonable attorneys’ fees and other costs incurred by Company to collect any past due and unpaid Fees under this Agreement.
20.7 Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, Company may assign this Agreement in its entirety (including all Quote Forms), without your consent. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
20.8 The Company may make changes to this Agreement from time to time upon written notice to you (which may be via email or notification on the App). The current version of this EULA can be accessed at: https://silverlinecrm.com/calendaranything/terms-and-conditions/. If you continue to use the Services after any of these changes, your continued use will mean that you have accepted any changes to the Agreement. If you do not accept updated versions of the Services, the Company shall not bear any responsibility or liability for your decision.
This Agreement, including all Quote Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto, the terms of such Quote Form shall prevail.