(Released August 11, 2016)
PLEASE READ THESE DEMO BUILDER TERMS OF USE CAREFULLY. THEY CREATE A LEGAL AGREEMENT BETWEEN YOUR COMPANY AND SUGARCRM INC. (“SUGARCRM”). BY USING DEMO BUILDER OR SUBMITTING A PRODUCT FOR INCLUSION IN DEMO BUILDER, YOU AGREE TO BE BOUND BY THESE TERMS, INCLUDING SUGARCRM’S PRIVACY POLICY (THE “TERMS”). YOU CERTIFY THAT YOU HAVE THE AUTHORITY TO BIND YOUR COMPANY TO THESE TERMS. UNLESS OTHERWISE DEFINED IN THE BODY OF THESE TERMS, CAPITALIZED TERMS ARE DEFINED IN SECTION D BELOW. THESE TERMS APPLY AS SOON AS YOU ACCESS DEMO BUILDER OR SUBMIT AN APPLICATION TO SUGARCRM FOR INCLUSION IN DEMO BUILDER, WHICHEVER OCCURS FIRST. IF AT ANY TIME YOU DO NOT AGREE TO THESE TERMS, THEN DO NOT ACCESS DEMO BUILDER OR SUBMIT A PRODUCT FOR INCLUSION IN DEMO BUILDER OR, ALTERNATIVELY, YOU CAN TERMINATE THESE TERMS FOR YOUR CONVENIENCE AS PROVIDED BELOW.
Getting Started. Creating and Showing Demos
Including Your Products in Demo Builder
Additional Terms
Definitions
Overview
Demo Builder is a tool created by SugarCRM that enables users to create “on-demand” demos from a list of available products and show those demos to customers. Demo Builder is available for use by SugarCRM’s own personnel as well as current partners in SugarCRM’s partner programs. Partners can also submit products for possible inclusion in Demo Builder, as further detailed below.
A. Getting Started; Creating and Showing Demos
1. Account.
(a) Creation; Authorized Users. You are required to create and maintain a single user account to access and use Demo Builder (“Master Account”). The Master Account can have more than one user from your company logged in under that single account. However, users must be employees or contractors of your company only. You can provide a URL from the Sugar Demo Environment for a specific Demo to a Customer, but you are not authorized to allow any other third parties, including any current or prospective Customers, to access or use your Master Account or any of the Demo Materials for any other purpose.
(b) Responsibility for Account Use. You are solely responsible for maintaining the confidentiality of your password for your Master Account and for the compliance by all users you invite to access or use your Master Account with these Terms. You shall keep the required profile information accurate and up to date. You will notify SugarCRM in writing immediately of any unauthorized use of, or access to, all or any portion of the Demo Materials.
(c) Active Partner Status Required. If you cease to be a SugarCRM partner in any of SugarCRM’s partner programs, your Master Account will be disabled. See Section C(5)(b) for additional details on what happens upon account termination.
2. Use of Demo Builder and Related Terms.
(a) Right to Access and Use Demo Builder. Subject to these Terms, SugarCRM grants you a non-exclusive, non-transferable, royalty-free and revocable license to (i) use and access Demo Builder and Documentation to select Demo Products and create Demos (which must always include a SugarCRM Product); (ii) create Demo Back-ups, which will be stored within the Sugar Demo Environment (i.e., not downloadable); and (ii) show “live” Demos to current and prospective Customers at no charge. Demos (including Demo Back-Ups) are only be stored for a limited period of time, but no more than 90 days from date of creation (the “Storage Period”). The Storage Period for a given Demo can be extended within Demo Builder, except where a Demo Product is no longer available for use. Where a Demo Product is no longer available, then you will be notified and you must create a new Demo as further detailed in Section A(3)
(b) below. SugarCRM can, however, change its storage policy at any time, without prior notice.
If you elect to provide a URL for a Demo to a Customer, then you must include the following in that email: “Your use of this demo is subject to the terms here: http://www.sugarcrm.com/7-day-trial-license-agreement”
You can authorize a Customer’s access and use of a Demo for more than 7 days (see here), unless that Demo or a Demo Product in that Demo is no longer available.
(b) Use Restrictions. Except as expressly authorized in these Terms, you shall not, nor permit any third party to, directly or indirectly: (i) modify, distribute or otherwise provide all or any portion of the Demo Materials to any third party; (ii) sublicense, resell, rent, lease, distribute, commercialize or otherwise transfer rights or grant access to or use of the Demo Materials to any third party; (iii) remove or alter any copyright, trademark or proprietary notices in the Demo Materials; or (iv) reverse engineer, decompile or modify any encrypted or encoded portion of the Demo Materials. For purposes of this Section, third party includes any current or prospective Customer for whom a demo is or may be shown.
(c) Demo Conduct. The Demos provided by you must at all times be accurate with respect to the Demo Products shown. Any data that you input or upload into a Demo must be “dummy data” only. You agree to conduct all demonstrations in a professional and respectful manner that does not disparage SugarCRM, the Demo Product Providers or the Demo Products you show to Customers. You also agree that you have no authority to, and shall not, bind SugarCRM nor any Demo Product Provider to any obligations with respect to its or their products or services, unless expressly agreed to in writing by the respective party. Further, you shall not make any representations or warranties on behalf of SugarCRM or any Demo Product Provider that are false, misleading or inconsistent with the documentation, promotional materials and other literature distributed by SugarCRM or the Demo Product Provider for each of their Demo Products.
3. Changes to Demo Builder.
(a) Right to Make Changes. SugarCRM reserves the right, without prior notice, to (i) change or discontinue all or any portion of Demo Builder and (ii) release new versions, add or remove Demo Products from Demo Builder, including Your Demo Products (defined in Section B(3) below), at any time.
(b) Actions Required by You When Changes Are Made. If a particular Demo Product is no longer available for any reason (each a “Discontinued Demo Product”), then Demo Builder will be updated and you will be notified of the change either within Demo Builder and/or by email to the email address on file for the Master Account. You agree to promptly stop using any Demos containing Discontinued Demo Products and create a new Demo with authorized Demo Products as soon as commercially practicable, but within no more than 10 business days of being notified of the change.
4. Feedback. You may, from time to time, provide suggestions, comments or other feedback to SugarCRM with respect to the Demo Materials (collectively, "Feedback"). You agree that all Feedback is and shall be given by you entirely voluntarily. SugarCRM is free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback in its discretion, without restriction or obligation of any kind or nature. These rights include the right to share the Feedback about a particular Demo Product with the Demo Products Provider of that product.
B. Including Your Products in Demo Builder
1. Eligibility and Submission of Apps. You have no obligation to submit your products or services for use in Demo Builder. However, if you wish to do so, follow the instructions that are available on the ‘Help’ page within Demo Builder. SugarCRM will review your submissions, but has no obligation to include Your Products or Your Content. Additionally, SugarCRM can remove Your Products or Your Content at any time from Demo Builder for any reason. SugarCRM will use commercially reasonable efforts to notify you in the case of a removal.
2. Providing Your Products to SugarCRM. When you submit Your Products to SugarCRM for inclusion in Demo Builder, the following applies: (a) Your Product and Your Content must comply with SugarCRM’s then-current technical requirements and policies for products appearing in Demo Builder, as provided or made available to you by SugarCRM from time to time; (b) you must identify the Authorized User Group for Your Product; and (c) you must provide all required documentation regarding Your Product (e.g., Your Content and/or Your Marks) within Demo Builder. An example of one policy is that Your Product can’t contain any infringing material, Malicious Code or any content or file or system that provides a method to circumvent any security features of Demo Builder.
3. Right to Use Your Products and Your Content. For each of Your Products that you submit to SugarCRM that are approved and subsequently included in Demo Builder by SugarCRM (each a “Your Demo Product”), you grant SugarCRM a non-exclusive, royalty-free, and revocable license to (a) integrate and include Your Demo Product and Your Content for that product in Demo Builder; (b) provide access to and use of Your Demo Product and Your Content for that product as part of Demo Builder (as contemplated in Section A above) to the Authorized User Group designated by you for Your Demo Product; and (c) use Your Marks to identify Your Demo Product as available for inclusion in a Demo by the applicable Authorized User Group.
4. Maintaining Your Demo Products. You agree to provide reasonable support to SugarCRM, at no charge, with respect to each of Your Demo Products should there are any performance or other issues experienced with the use of Your Demo Product(s) in Demo Builder or a Demo.
5. Changing Use Terms for Your Demo Products.
(a) Changing Access Rights. You can change Your Authorized User Group for Your Demo Products by submitting that request to demosupport-partner@sugarcrm.com. Implementing these changes requires removing and re-loading and subsequently publishing Your Demo Product with the new access rights within Demo Builder. SugarCRM will process any such changes as soon as commercially practicable for SugarCRM.
(b) Removing Your Demo Products from Demo Builder. You can request the removal of Your Demo Products from Demo Builder at any time by submitting a request to demosupport-partner@sugarcrm.com. SugarCRM will use commercially reasonable efforts to remove Your Demo Product(s) and Your Content associated with the removed product within 10 business days of its receipt of your request (each a “Removed Demo Product”). However, since SugarCRM is unable to remove Your Demo Product from a previously created Demo, you agree that Demos containing a Removed Demo Product can remain accessible and available for use by the Authorized User Groups for the duration of the applicable Storage Period for each such Demo.
6. Partner Warranties and Disclaimers. You represent and warrant that you are the owner of Your Products, Your Content and Your Marks (collectively, “Your Property”) or have all the rights and power to authorize the use of Your Property as reflected in these Terms. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, YOU DISCLAIM ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO YOUR PROPERTY AS COVERED UNDER THESE TERMS.
7. Your Obligation for Third Party Claims. You shall, at your expense, (a) defend or settle any third party claims, actions and demands asserted against SugarCRM and its Affiliates, officers, directors, employees and agents and the Demo Product Providers (each a “Covered Party”), and (b) pay all damages finally awarded therein against a Covered Party or agreed upon in settlement by you (including other reasonable costs incurred by SugarCRM or its Affiliates, including reasonable attorneys’ fees, in connection with enforcing this Section) arising from: (i) any claim or threatened claim that the use of Your Property by a Covered Party in compliance with these Terms infringes a third party’s intellectual property rights or that you misappropriated any trade secrets in the development of the foregoing; or (ii) a claim, which true, would result in a breach by you of Section A(2)(c). SugarCRM agrees to promptly notify you of any claim for which it may seek protection for under this Section. You shall control the defense of the claim and settlement negotiations (provided that you shall not enter into any settlement that admits liability or wrongdoing on the part of a Covered Party without SugarCRM’s prior written approval). SugarCRM agrees to provide you with reasonable assistance in the defense of such claim, at your expense. SugarCRM and, if implicated in a claim, the Demo Product Provider, each have the right to participate in the proceedings at its and their own option and expense.
C. Additional Terms
1. Modification of Terms. SugarCRM reserves the right to change these Terms at any time. If modifications are made, SugarCRM will notify you that a new version applies (such as through the use of a pop-up window or other conspicuous notice within Demo Builder) or by sending an email to the address associated with your Master Account. By continuing to access and use Demo Builder or submitting Your Products to SugarCRM for inclusion in Demo Builder, you are agreeing to be bound by those new terms. You can, however, discontinue use of Demo Builder and the Demo Materials at any time, submit a request to remove Your Demo Products and/or terminate these Terms at any time (as detailed elsewhere in these Terms). Any dispute that arises under these Terms shall be resolved according to the version of the Terms that were in place at the time the dispute arose.
2. Confidentiality. The receiving party shall use the Confidential Information of the disclosing party only for the purpose of fulfilling the receiving party’s obligations under these Terms. The receiving party shall not disclose or cause to be disclosed any Confidential Information of the disclosing party except to representatives (i.e., employees, contractors or the like) who require access to the Confidential Information to fulfill the receiving party’s obligations under this Agreement and who are bound by obligations of confidentiality as strict as those in these Terms. The receiving party will be responsible for any breach of these Terms by its representatives. A disclosure of Confidential Information as required by order of a court or governmental agency or as otherwise required by law shall not be a breach of these Terms or a waiver of confidentiality for any other reason, provided that the receiving party promptly provides the disclosing party with prior written notice, to the extent permitted by law, to allow the disclosing party to seek a protective order or otherwise prevent or limit the disclosure. Each party acknowledges that failure to comply with the confidentiality obligations set forth herein will cause the other party irreparable harm for which the disclosing party may not have an adequate remedy; therefore, the disclosing party is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies at law or in equity, for any violation or threatened violation of this Section. Within 5 days after a disclosing party’s request, the receiving party shall return or destroy, at the disclosing party’s option, the disclosing party’s Confidential Information. Notwithstanding anything to the contrary in these Terms, the receiving party shall be entitled to retain one archival copy of the Confidential Information of the disclosing party for legal, regulatory or compliance purposes, and nothing shall require the erasure, deletion, alteration, or destruction of back-up tapes and other back-up media made in accordance with receiving party’s reasonable document-retention policies and procedures.
3. SugarCRM’s Collection of Usage Data. SugarCRM will collect, use, process and store diagnostic and usage related your use and access to the Demo Materials (the “Usage Data”). The Usage Data may include, but is not limited to, the following: user logins to Demo Builder or Demos (date, time), user actions with respect to Demo Builder (like creation of Demo instances, addition of Demo Products, generation of Demo Back-Ups, recovery or file manager actions such as read, edit or upload), Documentation downloads, parameters of a Demo (like version of the Demo Product, country, dashboards installed, etc.) or your IP addresses and other of your information like internet service, location or the type of browser or device used to access the Demo Materials. You agree that SugarCRM may collect and process the Usage Data to (a) maintain and improve the performance and integrity of the Demo Materials; (b) understand which portions of the Demo Materials are most commonly use and preferred by users and how users interact with the same; (c) identify the portions of the Demo Materials that may require additional maintenance or support in connection with the creation of Demos or Demo Builder itself; and (d) comply with all regulatory, legislative and/or contractual requirements.
4. IP Ownership and Related Terms. Except for the limited licensed granted in these Terms, (a) SugarCRM and its licensors (including the Demo Product Providers) retain and own all rights, title and interests in the Demo Materials (excluding Your Property), including any intellectual property rights embodied therein; and (b) you retain ownership in all rights, title and interests in Your Property, including any intellectual property rights embodied therein.
5. Termination.
(a) Rights of Termination. If you cease to be a SugarCRM partner in any of SugarCRM’s partner programs, then your access to Demo Builder and these Terms shall automatically terminate without any further notice. Either party can terminate these Terms for convenience on 30 days prior written notice to the other party. Either party may terminate these Terms: (i) immediately, if the other party materially breaches its obligations hereunder and, where such breach remains uncured for 30 days following written notice of the breach, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
(b) Effect of Termination. Upon the termination of these Terms, the following apply: (i) your access to the Demo Builder will be disabled; (ii) SugarCRM will use commercially reasonable efforts to cease use of or remove Your Property from Demo Builder within 15 business days of the termination date; and (iii) If requested by the disclosing party, return or destroy the other party’s Confidential Information as provided and in accordance with these Terms. The following Sections survive any termination of these Terms: A(4), B(6), B(7), C(2), C(3), C(4), C(5)(b), C(6), C(7), C(9) and C(10).
6. Disclaimer of Warranties. SUGARCRM PROVIDES SUGAR DEMO ENVIRONMENT, DEMO MATERIALS AND ANY OTHER MATERIALS OR SERVICES PROVIDED ON OR THROUGH DEMO BUILDER ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, SUGARCRM, ITS AFFILIATES AND THE DEMO PRODUCT PROVIDERS, EXPRESSLY DISCLAIM ALL, WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO SUCH, INCLUDING (WITHOUT LIMITATION) THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS.
7. Limitation of Liability. EXCEPT FOR AN UNCURED BREACH OF BY YOU OF ANY LICENSE GRANTS OR RESTRICTIONS UNDER SECTION A OR YOUR OBLIGATIONS WITH RESPECT TO THIRD PARTY CLAIMS AS STATED IN THESE TERMS, IN NO EVENT SHALL EITHER PARTY OR THE DEMO PRODUCT PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS OR DATA ARISING IN CONNECTION WITH THESE TERMS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL LIABILITY IN THE AGGREGATE, WHETHER ARISING IN CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE) PRODUCT LIABILITY, MISREPRESENTATIONS OR OTHERWISE. IN NO EVENT WILL THE AGGREGATE LIABILITY OF SUGARCRM ARISING UNDER THESE TERMS OR FOR ANY CAUSE OF ACTION IN CONNECTION WITH THESE TERMS EXCEED $100 USD. IN NO EVENT SHALL THE DEMO PRODUCT PROVIDERS HAVE ANY DIRECT LIABILITY TO YOU.
8. Compliance with Code of Conduct. You (including your representatives and any person under its control) shall comply with, and shall require its contractors and any contingent workers to comply with SugarCRM’s Supplier Code of Conduct (available on SugarCRM’s Partner Portal). You shall cooperate fully in SugarCRM’s efforts to enforce the terms of this Section, including but not limited to: (a) providing upon request from SugarCRM a certification of compliance with this Section in the form requested by SugarCRM; and (b) providing reasonable co-operation at your expense with respect to any investigation relating to this provision.
9. Export Compliance. You acknowledge and agree that Demo Builder and the Demo Products are subject to all applicable export control laws and regulations, including, without limitation, those of the US Government. This means, as an example only, that URLs to Demos cannot be provided to those on any of the restricted or denied party lists (like those here) or to those located in countries embargoed by the US Government. You shall strictly comply with all applicable export control laws and regulations related to the same. 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 the Demo Builder, any Demo Products or any Demos to any prohibited or restricted destination, end-use or end user, except in accordance with all relevant export control laws and regulations.
10. Other General Terms. The parties are independent contractors, and nothing in these Terms will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You shall not assign, sublicense or otherwise transfer these Terms or any of 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. Notices to you may be given by email to your email address on record with SugarCRM. In any action related to these Terms, if any party is successful in obtaining some or all of the relief it is seeking or in defending against the action, the other party shall pay, on demand, the prevailing party’s reasonable attorneys’ fees and reasonable costs. Except as otherwise provided, remedies specified herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. These Terms and any dispute arising out of or in connection with these Terms will be governed as to all matters, including, but not limited to the validity, construction and performance of these Terms, by and under the laws of the State of California, United States, without giving effect to conflicts of law principles. SugarCRM may, at its sole discretion, seek interim judicial relief in any court of competent jurisdiction (including, but not limited to, interim injunctive relief) and this right may be enforced by any court of competent jurisdiction. If any provision of these Terms is found invalid, unlawful or otherwise unenforceable under applicable law, such provision will be replaced to the extent possible with a provision that comes closest to the intent of the original provision and all other provisions of these Terms shall continue in full force and effect. The waiver or failure of either party to exercise in any respect any right provided for in these Terms shall not be deemed a waiver of any further right under these Terms. The right to require performance of any duty hereunder is not barred by any prior waiver, forbearance or dealing. These Terms and any policies or other documents incorporated by reference herein constitute the entire agreement between the parties with respect to the subject matter of these Terms, and supersedes and merges all prior and contemporaneous proposals, understandings and all other agreements, oral and written, between the parties relating to the subject matter of these Terms.
D. Definitions
1. “Affiliate” means a company that is Controlled by, under common Control with or Controlling a party to these Terms during the period of such control.
2. “Authorized User Group” means the group of users that you authorize to have access to and use of Your Products within Demo Builder to create Demos. These groups can include (a) all users who have access to Demo Builder; (b) only SugarCRM’s personnel; (b) SugarCRM’s personnel and a select type of partners (like channel partners only or developers only); or (d) such other options made available by SugarCRM to you from time to time during the product submission process.
3. “Confidential Information” means non-public information that the disclosing party provides to the receiving party during the term of these Terms that is identified in writing at the time of disclosure as confidential or that the receiving party knows or reasonably should know is considered confidential by the disclosing party given the nature of the information and the circumstances of disclosure. Confidential Information does not include any information that was: (a) previously known to the receiving party without obligation of confidence prior to disclosure by the disclosing party, (b) independently developed by or for the receiving party without use of or access to the disclosing party’s Confidential Information, (c) acquired by the receiving party without restriction on disclosure from a third party which is not under an obligation of confidence with respect to such information, or (d) which is or becomes publicly available through no breach of these Terms by the receiving party.
4. “Control” means ownership, directly or indirectly, of more than 50% of the voting securities that vote for the election of the board of directors or other managing body.
5. “Customer” means an end user who either has a current subscription to the SugarCRM Products or who is seeking to obtain a subscription for SugarCRM Products, together with possible extensions to the SugarCRM Products such as those that appear as solution options within Demo Builder.
6. “Demo” means showing a “live” demonstration or providing access to one or more Demo Products to a current or prospective Customer for internal evaluation purposes only. For avoidance of doubt, Demos are not and can’t be provided to Customers on a downloadable basis.
7. “Demo Back-Up” means a duplicate copy of Demo that has been created by you and then stored within the Sugar Demo Environment for use as a Demo for the same or another Customer.
8. “Demo Builder” means a tool hosted in the Sugar Demo Environment that enables users to create Demos from a list of available product solutions.
9. “Demo Materials” means Sugar Demo Environment, Demo Builder, Demo Products, Demos and Documentation, collectively.
10. “Demo Product” means the SugarCRM Products and any other third party product that an Authorized User Group can select within Demo Builder to create a Demo, as contemplated in these Terms.
11. “Demo Product Provider” means the third party who owns or has licensed a Demo Product for use in Demo Builder.
12. “Documentation” means any materials, documents or presentations applicable to Demo Builder, Demo Products or Demos made available from time to time by SugarCRM to the Authorized User Groups.
13. “Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs.
14. “Sugar Demo Environment” means an on-demand environment hosted by SugarCRM or a third party on its behalf from which the Demo Materials are made available to you.
15. “SugarCRM Product” means SugarCRM’s customer relationship management product and related services that it makes generally commercially available to its customers from time to time, exclusive of the open source version known as “SugarCRM Community Edition.”
16. “Your Content” means any materials or documents applicable to Your Product submitted by you to SugarCRM for consideration as a Demo Product from time to time.
17. “Your Product” means the product that you submit to SugarCRM for consideration as a Demo Product from time to time.
18. “Your Mark” means your logos, trademarks, trade names and similar identifying material that you use in association with Your Products.