The information contained in this trial demonstration utilizes data from several organizations via LKL3. Personal Health Information has been removed from the trial demonstration. The individual signing up for the trial demonstration (“Signer”) is responsible for ensuring all parties that are granted access to the trial demonstration (“Reviewers”) are notified and agree to the information below. The individual or organization signing up for the trial demonstration will be held responsible for lack of compliance with the terms listed below.
LKL3 Ownership of Application
The software, user interface, user experience, data models, code, training documents and materials, operational procedures Software, Presentation, Models, Formulas, Look, Feel, and Operation methods, collectively the “Application”, furnished as demonstration here under are temporarily licensed, not sold, to the Signer and all Reviewers. All right, title and interest in and the Application shall remain with LKL3. The Signer and all Reviewers acknowledges that no such right, title or interest in or to the Application is granted under this Acknowledgement other than the specified limited right of use identified herein, which may be revoked at any time as determined by LKL3. Data models and other deliverables developed by LKL3 in connection with this Trial shall remain the ownership of LKL3, including all rights in and to any of its underlying technology and know-how embodied in any of the Application, design or other deliverables. All processes, workflows, best practices, workflows, and reports, and processes were developed by LKL3, any resemblance to other presentations are purely coincidental. The Signer and all Reviewers shall have the non-exclusive, non-transferable right to view such processes, workflows, best practices, reports models and know-how solely as part of this trial demonstration and/or other deliverables embodied herein.
Obligations of Signer and Reviewers
The Signer and all Reviewers shall not attempt to reproduce, decompile, or reverse assemble any portion of the trial demonstration, analyze or otherwise examine it for the purposes of reverse engineering or the development of any derivate works. The Reviewer may not copy the Programs Application, make screen shots, print copies of or take photographs of pages in any shape or form for any use at any time in any fashion without prior written approval from LKL3.
The Signer and all Reviewers agree that they are testing the application on behalf of a heath care provider for the purpose of determining if the application is suitable for purchase and for no other reason. Do we require a check box here and into more of a statement (so they don’t just scroll to the end) or are you envisioning a separate registration piece? I think it needs to stand out. “YES” let’s require a checkbox right here inline.
Care and Protection of Confidential Information
In the course of performance of this trial ail demonstration, confidential information and know-how was utilized to develop the layout, user interface, workflows, reports and overall user experience applications, models, and displays. The Signer and all Reviewers will use appropriate safeguards to maintain and protect layout, user interface, workflows, reports and overall user experience the display and protect the communication of regarding the Application and any discussion of LKL3’s business model, using the same standard of care that applies to its own similar Confidential Information agreements executed as a representative of your organization but not less than a reasonable standard of care to protect LKL3’s rights to confidentiality and intellectual property.
Technology Partner Service Agreement
The following Service Agreement is a required element of the LKL3 Master Services Agreement. Salesforce.com (“SFDC” or “Technology Partner”) is the provider of the technology platform on which Zipzee is constructed. The Salesforce.com platform is host to many other 3rd party applications as well as applications owned directly by salesforce.com. This Master Services Agreement, the pricing and all other terms, are solely between Customer and LKL3. Salesforce.com is a 3rd party beneficiary to the agreement between Customer and LKL3.
LKL3 is required to include the following language in all of our contracts as a condition of using the salesforce.com platform to build the Zipzee application.
SFDC Service Agreement
"AppExchange" means the online directory of on-demand applications that work with the Service, located at http://www.appexchange.com or at any successor websites."Platform" means the online, Web-based platform. Service provided by SFDC to LKL3 in connection with LKL3’s provision of Zipzee to You.
“LKL3” means a Florida LLC located at 5203 Edinburgh Waye, Jefferson City, MO 65101.
“LKL3 Application” means a product “Zipzee” provided by LKL3 as described in Exhibit E.
“SFDC Service” means the online, web-based application and platform service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding AppExchange applications.
“SFDC” means salesforce.com.
"Users" means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service subject to the terms of this SFDC Service Agreement as a result of a subscription to Zipzee having been purchased for such User, and have been supplied user identifications and passwords by You (or by Salesforce.com or LKL3 at Your request).
“You” and “Your” means the customer entity which has contracted to purchase subscriptions to use Zipzee subject to the conditions of this SFDC Service Agreement, together with any other terms required by LKL3.
"Your Data" means all electronic data or information submitted by You as and to the extent it resides in the Service.
1. Use of Service.
i. Each User subscription to Zipzee shall entitle one User to use the Service via Zipzee, subject to the terms of this SFDC Service Agreement, together with any other terms required by LKL3. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Service). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service or to use it in connection with applications other than Zipzee. If You wish to use the SFDC Service or any of its functionalities or services, to use another application other than Zipzee, or to create or use additional custom objects beyond those which appear in Zipzee in the form that it has been provided to You by LKL3, visit www.salesforce.com to contract directly with SFDC for such services. In the event Your access to Zipzee provides You with access to the SFDC Service generally or access to any SFDC Service functionality within it that is in excess of the functionality described in Zipzee’s user guide, and You have not separately subscribed under a written contract with SFDC for such access, then You agree to not access and use such functionality, and You agree that Your use of such functionality, Your use of applications other than Zipzee, or Your creation or use of additional custom objects in Zipzee beyond that which appears in Zipzee in the form that it has been provided to You by LKL3, would be a material breach of this Agreement.
ii. Notwithstanding any access You may have to the Platform or the SFDC Service via Zipzee, LKL3 is the sole provider of Zipzee and You are entering into a contractual relationship solely with LKL3. In the event that LKL3 ceases operations or otherwise ceases or fails to provide Zipzee, SFDC has no obligation to provide Zipzee or to refund You any fees paid by You to LKL3.
iii. You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the content of all Your Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Platform and the SFDC Service, and shall notify LKL3 or Salesforce.com promptly of any such unauthorized use You become aware of; and (iv) shall comply with all applicable local, state, federal and foreign laws and regulations in using the Platform and the SFDC Service.
iv. You shall use the Platform and the SFDC Service solely for Your internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Platform or the SFDC Service available to any third party, other than to Users or as otherwise contemplated by this SFDC Service Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Platform or the SFDC Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Platform or the SFDC Service or its related systems or networks.
v. You shall not (i) modify, copy or create derivative works based on the Platform or the SFDC Service; (ii) frame or mirror any content forming part of the Platform or the SFDC Service, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the Platform or the SFDC Service; or (iv) access the Platform or the SFDC Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Platform or the SFDC Service.
2. Third-Party Providers. LKL3 and other third-party providers, some of which may be listed on pages within SFDC’s website and including providers of AppExchange applications, offer products and services related to the Platform, the SFDC Service, and/or Zipzee, including implementation, customization and other consulting services related to customers’ use of the Platform and/or the SFDC Service, and applications (both offline and online) that interoperate with the Platform, SFDC Service, and/or Zipzee, such as by exchanging data with the Platform, the SFDC Service, and/or Zipzee, or by offering additional functionality within the user interface of the Platform, the SFDC Service, and/or Zipzee through use of the Platform and/or SFDC Service's application programming interface. SFDC does not warrant any such third-party providers or any of their products or services, including but not limited to Zipzee or any other product or service of LKL3, whether or not such products or services are designated by SFDC as "certified," "validated" or otherwise. Any exchange of data or other interaction between You and a third-party provider, including but not limited to Zipzee, and any purchase by You of any product or service offered by such third-party provider, including but not limited to Zipzee, is solely between You and such third-party provider. In addition, from time to time, certain additional functionality (not defined as part of the Platform or SFDC Service) may be offered by SFDC or LKL3 to You, for an additional fee, on a pass-through or OEM basis pursuant to terms specified by the licensor and agreed to by You in connection with a separate purchase by You of such additional functionality. Your use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of this SFDC Service Agreement.
3. Proprietary Rights. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title and interest in and to the Platform and the SFDC Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in this SFDC Service Agreement. The Platform and the SFDC Service is deemed SFDC confidential information, and You will not use it or disclose it to any third party except as permitted in this SFDC Service Agreement.
4. Compelled Disclosure. If either You or SFDC is compelled by law to disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.
5. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into any SFDC products or services any suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users relating to the operation of the Platform and/or the SFDC Service.
6. Termination. Your use of the Platform and the SFDC Service may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of this SFDC Service Agreement by You or any User, (b) the termination or expiration of LKL3’s agreement with SFDC pursuant to which LKL3 is providing the Platform as part of Zipzee to You, and/or (c) a breach by LKL3 of its obligations to SFDC with respect to the subscriptions it is providing to You in connection with this SFDC Service Agreement.
7. Subscriptions Non-Cancelable. Subscriptions for the Platform and the SFDC Service are non-cancelable during a subscription term, unless otherwise specified in Your agreement with LKL3.
8. Data Storage. The Platform and SFDC Service includes a certain cumulative amount of storage per User subscription for no additional charge. Contact LKL3 for additional information. Additional storage may be available for purchase from the LKL3.
9. No Warranty. SALESFORCE.COM MAKES NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR ZIPZEE, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SALESFORCE.COM DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO LKL3 APPLICATION AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
10. No Liability. IN NO EVENT SHALL SFDC HAVE ANY LIABILITY TO YOU OR ANY USER FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. Further Contact. SFDC may contact You regarding new SFDC service features and
12. Google Programs and Services. Platform or SFDC Service features that interoperate with Google programs and services depend on the continuing availability of applicable Google application programming interfaces (“APIs”) and programs for use with the Platform and the SFDC Service. If Google Inc. ceases to make such APIs and/or programs available on reasonable terms to SFDC, SFDC may cease providing such features without entitling You or LKL3 to any refund, credit, or other compensation.
13. Third Party Beneficiary. SFDC shall be a third party beneficiary to the agreement between You and LKL3 solely as it relates to this SFDC Service Agreement. LKL3 Customer agrees to be bound by the SFDC Service Agreement and all of its terms and conditions as set forth here.