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Licensing

Copado License Agreement

1. Your Agreement with Copado Solutions

1.1 Your use of the Copado Solutions service is governed by this agreement (the "Terms"). "Copado Solutions" means Copado Solutions SL, located at Calle Basauri 6, Madrid, 28023, Spain. The "Copado Services" means the services Copado Solutions makes available through its application called, “Copado”, the Copado Solutions cloud computing platform, the Copado API’s, the Copado Add-ons, and any other software or services offered by Copado Solutions in connection to any of those.

1.2 You understand and agree that Copado Solutions will treat Your use of the Copado Services as acceptance of the Terms from that point onward.

1.3 You may not use the Copado Services if You are a person barred from receiving the Copado Services under the laws of the Spain or other countries, including the country in which You are resident or from which You use the Copado Services. You affirm that You are over the age of 18, as the Copado Services are not intended for children under 18.

1.4 You agree that Your purchases of Copado Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Copado Solutions regarding future functionality or features.

2. Your Account and Use of the Copado Services

2.1 You must provide accurate and complete registration information any time You register to use the Copado Services under Your Saleforce account or AppExchange. You are responsible for the security of Your passwords and for any use of Your account. If You become aware of any unauthorized use of Your password or of Your account, You agree to notify Copado Solutions immediately.

2.2 You must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software when using the Copado Services.

2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Copado Services by any means other than through the interface that is provided by Copado Solutions in connection with the Copado Services, unless You have been specifically allowed to do so in a separate written agreement with Copado Solutions, or (b) engage in any activity that interferes with or disrupts the Copado Services (or the servers and networks which are connected to the Service).

2.4 Your account has usage limits, as further explained here (or such URL as Copado Solutions may provide). The Copado Services do not permit You to exceed the usage limits. Such usage limits are the Copado credits that come with the Professional or Enterprise license. The Copado credits get recharged on a monthly basis according to the license type purchased, thereby resetting the usage limits for the next period.

2.5 You may use the Copado Services only for its intended purposes. You may not access the Copado Services for the purpose of bringing an intellectual property infringement claim against Copado Solutions or for the purpose of creating a product or service competitive with the Copado Services.

2.6 If You install or enable third-party applications for use with the Copado Services, You acknowledge that Copado Solutions may allow providers of those third-party applications to access Your data as required for the interoperation of such third party applications with the Copado Services. Copado Solutions shall not be responsible for any disclosure, modification or deletion of Your data resulting from any such access by third-party application providers. In addition, the Copado Services may contain features designed to interoperate with third-party applications. To use such features, You may be required to obtain access to such third-party applications from their providers. If the provider of any such third-party application ceases to make the third-party application available for interoperation with the corresponding Copado Services features on reasonable terms, Copado Solutions may cease providing such Copado Services features without entitling You to any refund, credit, or other compensation.

2.7 Copado Services may be routed either through servers in the United States or the European Union. By default, Copado Services are routed through the servers in the United States. At Customer’s request, Copado Services will be routed through servers in the European Union. It is the Customer’s responsibility to ensure such a request is logged with Copado Solutions before starting usage in a Production environment. A request for change must be logged via the dedicated support email address: support@copa.do.

3. Service Policies and Privacy

3.1 The Copado Services shall be subject to the privacy policy for the Copado Services available from the Copado Solutions Website. You agree to the use of Your data in accordance with Copado Solutions' privacy policies.

3.2 You agree that You will protect the privacy and legal rights of the end users of Your application ("End Users"). You must provide legally adequate privacy notice and protection for End Users. If End Users provide You with user names, passwords, or other login information or personal information, You must make the users aware that the information will be available to Your application and to Copado Solutions.

4. Fees for Use of the Copado Services

4.1 Subject to these Terms, unless otherwise agreed upon in writing between the parties, the Copado Services is provided to You without charge. Usage over the Usage limits will require You to purchase a subscription. Please contact Copado Solutions directly to purchase a subscription at sales@copa.do.

4.2 Unless otherwise agreed upon, for all purchased resources and services, we will charge Your credit card on a monthly basis. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). If payment of any fee is overdue, Copado Solutions may suspend Your access to the Copado Services until such delinquency is corrected. Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees Copado Solutions incurs collecting late amounts. If You are required to pay any withholding tax, charge or levy in respect of any payments due to Copado Solutions hereunder, You agree to gross up payments actually made such that Copado Solutions shall receive sums due hereunder in full and free of any deduction for any such withholding tax, charge or levy. To the fullest extent permitted by law, You waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect Your credit card issuer rights). Charges are solely based on Copado Solutions's measurements of Your use of the Copado Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Copado Solutions and only in the form of credit for the Copado Services. Nothing in these Terms obligates Copado Solutions to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that You provide to Copado Solutions may be shared by Copado Solutions with companies who work on Copado Solutions's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Copado Solutions and servicing Your account. Copado Solutions may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Copado Solutions shall not be liable for any use or disclosure of such information by such third parties. Copado Solutions reserves the right to discontinue the provision of the Copado Services to You for any late payments.

4.3 Copado Solutions may change its fees and payment policies for the Copado Services by notifying You at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Copado Solutions may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.

4.4 You may not develop Applications to access the Copado Services in a manner intended to avoid incurring fees.

5. Content on the Copado Services and Take Down Obligations

5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which You may have access as part of, or through Your use of, the Copado Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude the web application that You create using the Copado Services and any source code written by You to be used with the Copado Services (collectively, "Applications").

5.2 You agree that You are solely responsible for (and that Copado Solutions has no responsibility to You or to any third party for) the Application or any Content that You create, transmit or display while using the Copado Services and for the consequences of Your actions (including any loss or damage which Copado Solutions may suffer) by doing so.

5.3 You agree that Copado Solutions has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that You are solely responsible for securing and backing up Your Applications and any Content.

6. Propietary Rights

6.1 You acknowledge and agree that Copado Solutions (or Copado Solutions's licensors) own all legal right, title and interest in and to the Copado Services, including any intellectual property rights which subsist in the Copado Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

6.2 Except as provided in Section 8, Copado Solutions acknowledges and agrees that it obtains no right, title or interest from You (or Your licensors) under these Terms in or to any Content or Applications that You create, submit, post, transmit or display on, or through, the Copado Services, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless You have agreed otherwise in writing with Copado Solutions, You agree that You are responsible for protecting and enforcing those rights and that Copado Solutions has no obligation to do so on Your behalf.

7. License from Copado Solutions and Restrictions

7.1 Copado Solutions gives You a personal, limited, worldwide, royalty-free, non-assignable and nonexclusive license to use the object code version of the software provided to You by Copado Solutions as part of the Copado Services as provided to You by Copado Solutions. This license is for the sole purpose of enabling You to use and enjoy the benefit of the Copado Services as provided by Copado Solutions, in the manner permitted by the Terms.

7.2 You may not (and You may not permit anyone else to): (a) copy, sell, sublicense, rent, lease, distribute, market, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Copado Services or any part thereof, unless this is expressly permitted or required by law, or unless You have been specifically told that You may do so by Copado Solutions, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Copado Services or any applications running on the Copado Services.

7.3 Copado Solutions hereby grants You a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Copado Solutions trademarks and/or logos ("Marks") for the sole purpose of promoting or advertising that You use the Copado Services and solely in accordance with Copado Solutions’s then current Trademark Usage Guidelines. You agree that all goodwill generated through Your use of the Copado Solutions Marks shall inure to the benefit of Copado Solutions. You can contact Copado Solutions at info@copa.do for more information on Trademark usage guidelines.

8. License from You

8.1 Copado Solutions claims no ownership or control over any Content or Application. You retain copyright and any other rights You already hold in the Content and/or Application, and You are responsible for protecting those rights, as appropriate.

8.2 You may choose to, or we may invite You to, submit comments or ideas about the Copado Services, including without limitation about how to improve the Copado Services or our products ("Ideas"). By submitting any Idea, You agree that Your disclosure is gratuitous, unsolicited and without restriction and will not place Copado Solutions under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to You, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.

8.3 Unless it has been otherwise agreed with Copado Solutions, You agree that Copado Solutions, in its sole discretion, may use Your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to Your website) for the purpose of advertising or publicizing Your use of the Copado Services.

8.4 You represent and warrant that: (a) You have the right to enter into this Agreement; (b) the Content and Applications will not infringe any third party intellectual property rights; (c) providing the Content Applications will not violate any agreements including, without limitation, noncompetition and confidentiality agreements and that You will not enter into any such agreements that would conflict with providing the Applications; (d) You will not disclose any confidential information of any third party that You do not have the right to disclose; (e) You will not make unauthorized copies of software of other parties, or incorporate into any Content Applications any intellectual property owned by other parties that has not been licensed for such purpose; and (f) You will not violate any applicable laws in relation to the Content, Applications, or Your performance of obligations under this Agreement.

8.5 Copado Solutions represents and warrants that: (a) it has the right to enter into this Agreement; (b) the Copado Services will not infringe any third party intellectual property rights, (c) providing the Copado Services will not violate any agreements to which it is a party, (d) it will not violate any applicable laws in relation to the Copado Services or its performance of its obligations under this Agreement, and (e) it will render the services hereunder in a professional manner and in accordance with generally accepted industry standards applicable to top-of-the-line companies within the industry.

9. Recommendations

9.1 Copado Solutions may, and You grant Copado Solutions permission to, make recommendations via the Copado Services for products or services we think may be of interest to You based on Your Application(s), Content, and/or use of the Copado Services. We will never make recommendations directly to Your End Users.

10. Modification and Termination of the Copado Services

10.1 Copado Solutions is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Copado Services which Copado Solutions provides may change from time to time without prior notice to You, subject to the terms in Section 4.3. Changes to the form and nature of the Copado Services will be effective with respect to all versions of the Copado Services; examples of changes to the form and nature of the Copado Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.

10.2 Unless it has otherwise been agreed, as a Salesforce Checkout Customer (having purchased licenses via the Salesforce AppExchange), You may terminate these Terms at any time by uninstalling Copado from Your Salesforce org. You will not receive any refunds if You cancel Your account or uninstall Copado. The Copado credits are only valid for the duration of Your active Subscription Plan. Upon upgrade or downgrade of Your Subscription Plan, the new Copado credits limit will be applied. Customers downgrading their plan will lose any credits that are above the new Subscription Plan’s Copado credits limit. Any Subscription Plan purchased with Copado Solutions directly requires a minimum contractual commitment of 1 year and therefore may not terminated by You.

10.3 You agree that Copado Solutions, in its sole discretion and for any or no reason, may terminate Your account or any part thereof. You agree that any termination of Your access to the Copado Services may be without prior notice, and You agree that Copado Solutions will not be liable to You or any third party for such termination.

10.4 You are solely responsible for exporting Your Content and Application(s) from the Copado Services prior to termination of Your account for any reason, provided that if we terminate Your account, we will provide You a reasonable opportunity to retrieve Your Content and Application(s).

10.5 Upon any termination of the Copado Services or Your account these Terms will also terminate, but Sections 6.1, 10, 11, 12, 13, and 16 shall continue to be effective after these Terms are terminated.

11. EXCLUSION OF WARRANTIES

11.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 11 AND 12, SHALL EXCLUDE OR LIMIT COPADO SOLUTIONS'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.

11.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE COPADO SOLUTIONS SERVICE IS AT YOUR SOLE RISK AND THAT THE COPADO SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

11.3 COPADO SOLUTIONS MAKES NO EXPRESS WARRANTIES AND DISCLAIMS ALL IMPLIED WARRANTIES REGARDING THE COPADO SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, COPADO SOLUTIONS DOES NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE COPADO SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE COPADO SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE COPADO SERVICES WILL BE ACCURATE.

12. LIMITATION OF LIABILITY

12.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY AND SUBJECT TO SECTION 11.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT COPADO SOLUTIONS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.

12.2 THE LIMITATIONS ON COPADO SOLUTIONS'S LIABILITY TO YOU IN PARAGRAPH 12.1 ABOVE SHALL APPLY WHETHER OR NOT COPADO SOLUTIONS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

13. Indemnification

13.1 Each party (“Indemnitor”) agrees to defend, indemnify and hold the other, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Indemnitees") harmless from and against any loss, damage and expense arising from any and all threatened or actual claims, demands or actions arising from or in any way related to (a) breach of the Terms, (b) use of the Copado Services, (c) violation of applicable laws, rules or regulations in connection with the Copado Services, or (d) Your Content or Your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, Indemnitee will provide Indemnitor with written notice of such claim, suit or action.

14. Other Content

14.1 The Copado Services may include hyperlinks to other web sites or content or resources or email content. Copado Solutions may have no control over any web sites or resources which are provided by companies or persons other than Copado Solutions.

14.2 You acknowledge and agree that Copado Solutions is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.

14.3 You acknowledge and agree that Copado Solutions is not liable for any loss or damage which may be incurred by You or Your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by You on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

15. Changes to the Terms

15.1 Copado Solutions may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give You at least seven (7) days notice before the changes take effect, after which notice of time You may reject the changes by terminating Your account within 30 days after the notice.

15.2 You understand and agree that if You use the Copado Services after the date on which the Terms have changed, and do not terminate in accordance with Section 15.1, Copado Solutions will treat Your use as acceptance of the updated Terms.

16. General Legal Terms

16.1 The Terms constitute the whole legal agreement between You and Copado Solutions and govern Your use of the Copado Services (but excluding any services which Copado Solutions may provide to You under a separate written agreement), and completely replace any prior agreements between You and Copado Solutions in relation to the Copado Services.

16.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.

16.3 You agree that Copado Solutions may provide You with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Copado Services. By providing Copado Solutions Your email address, You consent to our using the email address to send You any notices required by law in lieu of communication by postal mail.

16.4 You agree that if Copado Solutions does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Copado Solutions has the benefit of under any applicable law), this will not be taken to be a formal waiver of Copado Solutions's rights and that those rights or remedies will still be available to Copado Solutions.

16.5 Copado Solutions shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.

16.6 The Terms, and Your relationship with Copado Solutions under the Terms, shall be governed by the laws of the Kingdom of Spain without regard to its conflict of laws provisions. Each party agrees that any claim or cause of action arising under or relating to this Agreement will be brought in a court of competent jurisdiction located in Madrid Spain and each party irrevocably consents to such personal jurisdiction and waives all objections thereto. The language of the proceedings shall be English. This Agreement is drafted in the English language. If this Agreement is translated into any other language, the English language text shall prevail.

16.7 You may not assign any of Your rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of Copado Solutions, provided, however, that You may assign this Agreement to a parent company or wholly-owned subsidiary or to any company acquiring all or substantially all of Your business or assets without the prior written consent of Copado Solutions.

17. Confidentiality

17.1 At all times during the term of the Agreement and thereafter, each party agrees to hold the Confidential Information (defined below) of the other Party (the “Disclosing Party”), in strict confidence, and such Party receiving Disclosing Party’s Confidential Information (hereafter, the “Receiving Party”) further agrees not to disclose the Disclosing Party’s Confidential Information to any third party. “Confidential Information” as used in this Agreement shall mean any and all confidential and/or proprietary knowledge, data, or information of the Disclosing Party. For the avoidance of doubt, Your Confidential Information includes (but is not limited to) Applications and any personally identifiable information of individuals transmitted or displayed through Your use of the Copado Services.

17.2 The parties’ obligations as set forth in this section shall not apply with respect to any portion of the Confidential Information that the Receiving Party can document by competent proof that such portion: (i) was in the public domain at the time it was communicated to the Receiving Party from the disclosing party; (ii) entered the public domain through no fault of the Receiving Party, subsequent to the time it was communicated to Receiving Party by the Disclosing Party; (iii) is generally known in the trade or industry, and was not gained by breach of this Agreement; or (iv) was developed by employees or agents of the Receiving Party independently of and without reference to any Confidential Information communicated to the Receiving Party by Disclosing Party or any third party referenced above. In addition, the Receiving Party may disclose the Disclosing Party’s Confidential Information in response to a valid court order, or as otherwise required by law, except that the Receiving Party shall first provide prompt written notice to the Disclosing Party so that the Disclosing Party may, at its option, seek a protective order or other appropriate remedy to prevent or limit such disclosure.