End User License Agreement (EULA)
for Axsy Retail Execution
The following terms and conditions constitute a legally binding agreement. We encourage you to read them carefully. By clicking “I ACCEPT” or installing or using the Axsy Retail Execution mobile app and / or any updates to such software provided by Axsy (the Software), you
- agree to the terms and conditions hereinafter on behalf of the Axsy customer with which you are employed, affiliated or associated (the Customer),
- represent that you have the authority to bind the Customer to these terms, and
- represent that you are an authorized User under the master subscription agreement between AXSY and the Customer (the Master Subscription Agreement (MSA)).
In the event that you do not have such authority, are not an authorized User, or do not agree to these terms and conditions, you may not install or use the Software.
Apple Inc. may, at any time, for any reason and without notice to you, restrict, interrupt or prevent use of the Software, or require Axsy to do any of the foregoing. Such restriction, interruption or prevention of use does not entitle the Customer or you to any refund, credit or compensation from AXSY or any third party.
This EULA becomes effective between the Customer and Axsy as of the date you first download, install or use the Software, whichever is earliest.
1. Who we are
Axsy means Axsy Marketing (UK) Limited, a private limited company duly incorporated under the laws of England and Wales and registered under Company number 08579539. Our registered address is 1 Doughty Street, London, WC1N 2PH, United Kingdom.
2. Installation and Use of Software
You may install and use the Software on a Supported Device. Supported Device means any iOS device specified in App Store. The Software is only available for Supported Devices and not for all devices.
3. Salesforce Platform
The Software will enable your Supported Device to connect to the Salesforce platform (Salesforce Platform) over the internet, which will allow you to access and use certain features and functions provided as a service by Axsy (the Services).
4. Software and Services License
(a) The Software and Services are licensed and not sold to the Customer by Axsy under the terms and conditions of the MSA and this EULA. All intellectual property rights in the Software and any Services provided belong to Axsy and its affiliates and will remain vested in Axsy and its affiliates.
(b) The license granted for the Software and Services is a non-transferable license to use the Software and Services on any Supported Device that you own and control and as permitted by the terms and conditions of the MSA and this EULA.
5. Permitted Use
(a) As an authorized User under the MSA you may use the Software and Services on any Supported Device and no other devices.
(b) You may download any updates to the Software that Axsy makes available for download to update or restore the Software on any Supported Device.
6. Usage Restrictions
You may only use the Software and Services as expressly permitted in the MSA and this EULA. In doing so, you must comply with any technical limitations in the Software and Services that only allow you to use the Software and Services in certain ways. You may not:
(a) distribute or make the Software available over a network where it could be used by multiple devices at the same time;
(b) rent, lease, lend, redistribute or sublicense the Software and Services;
(c) with respect to the Software adapt, reverse engineer, decompile, disassemble, otherwise reduce to human-perceivable form or modify the software in any way or attempt any of the foregoing;
(d) with respect to the Salesforce Platform (i) access, store, distribute or transmit any viruses, or any material during the course of the use of the Services that is unlawful, harmful, threatening, defamatory, obscene, infringing, harassing or racially or ethnically offensive and Axsy reserves the right, without liability to the Customer or you, to disable your access to any material that breaches the provisions of this clause; (ii) access, adapt, reverse engineer, decompile, disassemble, otherwise reduce to human-perceivable form or modify the software residing on the Salesforce platform in any way or attempt any of the foregoing;
(e) except as may be allowed by any relevant law which is incapable of exclusion by agreement between the parties and except to the extent expressly permitted under this EULA, attempt to and/or copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of any software in any form or media or by any means.
7.1 Your Data
You acknowledge and agree that the Software may collect user and device data for the purposes of providing features or functions that are relevant to the use of the Software and Services. For details on which data we process, in which way and for what purpose, please read the Axsy Data Privacy Notice.
7.2 Data Protection
8. Salesforce.com (SFDC) Service Subscription
8.1 Usage Limits
Usage of the Software and any Services provided is dependant upon the underlying SFDC services acquired by the Customer. Your license to use the Software and Services requires a corresponding SFDC service subscription. For the avoidance of doubt, the Services and Deliverables can only be used by you if the Customer has also acquired a SFDC service subscription for you.
8.2 Separate Agreement with Salesforce.com
Any acquisition and/or use by you of SFDC services and any exchange of data between you and SFDC is solely between you and SFDC. We do not warrant or support any SFDC services, unless expressly provided otherwise in the MSA or a purchase order.
8.3 Salesforce.com Services and Your Data
(a) With regards to the underlying SFDC services, you grant Axsy permission to allow any SFDC system, SFDC application and SFDC to access your Data as required for the interoperation of the SFDC services and the Software and Services. We are not responsible for any disclosure, modification or deletion of your data resulting from access by any SFDC system, SFDC application or SFDC.
(b) For the sole purpose of providing the Services, you grant Axsy access to your account(s) on any SFDC system in order to obtain and process any data necessary to provide certain functions and features of the Services to you.
8.4 Integration with Salesforce.com Services
The Software and Services may contain features designed to interoperate with any SFDC system. To use such features, you may be required to obtain access to such SFDC system from SFDC, and may be required to grant Axsy access to your account(s) on such SFDC system. Axsy cannot guarantee the continued availability of the Software and Services and may cease providing them without entitling the Customer or you to any refund, credit or other compensation, if for example and without limitation, SFDC ceases to make the SFDC system(s) or SFDC application(s) available for interoperation with our Software and Services in a manner acceptable to Axsy.
9. Term and Termination
9.1 The term of each license shall be as specified in the applicable purchase order between Axsy and the Customer. Except as otherwise specified in a purchase order, licenses will automatically renew for additional periods equal to the expiring license term or one year, whichever is shorter (Renewal Period), unless either party gives the other party notice of non-renewal at least 30 days before the end of the relevant license term.
9.2 This EULA and any associated user licenses to use the Software and Services will terminate automatically in the event, that
(a) the MSA between the Customer and Axsy is terminated; such termination may occur at any time, for any reason and without prior notice to you; or
(b) the applicable purchase order is not renewed.
9.3 Without prejudice to sections 9.1 and 9.2, Axsy may terminate this EULA and any associated user licenses at any time, if, and to the extent that, the Customer’s underlying Salesforce.com master sales agreement, Salesforce.com order form or the Salesforce.com service subscription is, for whatever reason, cancelled, voided or terminated in any other way.
10. Relation to Apple Inc.
10.1 This EULA is between the Customer and Axsy, and not with Apple Inc. AXSY is solely responsible for the Software and Services.
10.2 The Customer’s and your use of the Software and Services must comply with the App Store Terms and Conditions. The license granted for the Software and Services is a non-transferable license to use the Software and Services on any Supported Devices that you own and control and as permitted by the App Store Terms and Conditions.
10.3 Axsy is solely responsible for providing, and Apple Inc. has no obligation to provide, maintenance and support for the Software and Services. Support requests, as well as questions or complaints regarding the Software and Services, may be directed to email@example.com or https://support.axsy.com.
10.4 Apple Inc. shall not be responsible for addressing any claim by you, the Customer or any third party relating to the Software or Services or the Customer’s possession and/or use of the Software and/or Services, including but not limited to (i) product liability claims, (ii) any claim that the Software or Services fail to conform to any applicable legal or regulatory requirements, or (iii) claims arising under consumer protection or similar legislation.
10.5 Apple Inc. shall not be responsible for the investigation, defense, settlement or discharge of any claims that the Software or Services, or your or the Customer’s possession and/or use of the Software or Services infringes third party intellectual property rights.
11. Export Compliance
The Customer represents and warrants that the (i) the Software will not be downloaded or used in, or transported to, a country that is subject to a U.S. government embargo, or has been designated by U.S. government as a “terrorist-supporting” country, and (ii) neither the Customer nor any authorized User is listed on any U.S. government list of prohibited or restricted parties.
12. Third Party Terms
To the extent that any third party terms are applicable when using the Software or Services, you must comply with such terms when using the Software and Services.