TERMS and CONDITIONS

Last Updated: November 19, 2015

These are the terms and conditions (the "Terms") that govern your access to, and use of, software licensed (COLLECTIVELY "LICENSED SOFTWARE") from Proxima Software LLC (“PROXIMA”).  LICENSED SOFTWARE interacts with your licensed instance/version of SugarCRM software system (“SUGARCRM”)

Please read these Terms carefully before using the LICENSED SOFTWARE.  These Terms set forth the legally binding terms and conditions for your use of the LICENSED SOFTWARE.

Do not access, register, or use the LICENSED SOFTWARE if you are unwilling or unable to be bound by the Terms.

By accessing, registering, and using the LICENSED SOFTWARE, you agree to all of the Terms contained herein.

USING THE LICENSED SOFTWARE

Eligibility

To access or use the LICENSED SOFTWARE, you must be a current, paid licensed user (“USER”). If license was purchased via a third party organization, you cannot collectively exceed the number of licensed users.

You may not access or use the LICENSED SOFTWARE if you are a competitor, or if we have previously excluded you from using the LICENSED SOFTWARE regardless of license, or if we have terminated your license.  PROXIMA may, in its sole discretion, terminate the LICENSED SOFTWARE to any person or entity who has violated the Terms and Conditions as defined here.

Permission to Use the LICENSED SOFTWARE

We grant you permission to use the LICENSED SOFTWARE subject to the restrictions in these Terms.

You are solely responsible for ensuring that these Terms are in compliance with all laws, rules and regulations applicable to you, and the right to access the LICENSED SOFTWARE is revoked where these Terms or use of the LICENSED SOFTWARE is prohibited.

LICENSED SOFTWARE Availability

The LICENSED SOFTWARE may be modified or updated without notice or liability.

USER ACCOUNTS

You may be asked to setup an account and provide certain information about yourself in order to use the LICENSED SOFTWARE.

In consideration of your use of the LICENSED SOFTWARE, you agree to (i) provide accurate, complete, and current data as requested during the setup process; (ii) keep all setup information up to date; (iii) maintain the security of your password and identification; (iv) not use the LICENSED SOFTWARE for any purpose in violation of these Terms of Use, and all applicable laws and regulations; and (v) be fully responsible for the use of your account and any actions taking place using your account.

You may NOT

 - provide false information

 - provide username other than your own

 - impersonate someone else

PROXIMA reserves the right to refuse registration, or close an account for unauthorized use.

You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your PROXIMA password.

You shall never use another user’s account without such other user’s express permission.

You will immediately notify PROXIMA via email of any unauthorized use of your account, or other account related security breach of which you are aware.

COMMUNICATIONS

By creating an account, you agree to receive certain notices and communications in connection with the LICENSED SOFTWARE by electronic mail or other electronic means, and that all such notices and communications will be considered valid.  For example, you may receive notices related to password changes, notifications about updates to the LICENSED SOFTWARE from PROXIMA.

CONTENT

For the purposes of these Terms, the term “Content” includes, without limitation, any customer information, location information, contact information, sales estimates, comments, information, data, text, photographs, and graphics generated, provided, or otherwise made accessible by PROXIMA, on or through the LICENSED SOFTWARE.

Content added, created, uploaded, submitted, distributed, or posted to the LICENSED SOFTWARE by you is collectively referred to as, “Your Content.” Content added, created, uploaded, submitted, distributed, or posted to the LICENSED SOFTWARE by users in general is collectively referred to as, “User Content.”

You alone are responsible for Your Content.  You represent that you own, or have the necessary permissions to use, and authorize the use of Your Content as described in these Terms.

PROXIMA does not verify, and makes no representations or warranties, as to the accuracy, completeness, or authenticity of any data which users may provide.

You may not imply that Your Content is in any way sponsored or endorsed by PROXIMA.

You acknowledge that all Content accessed by you while using the LICENSED SOFTWARE is at your own risk. You are solely responsible for any damage, or loss, to you, or any other party, resulting from such actions.

PROXIMA Content

The LICENSED SOFTWARE contains Content specifically provided by PROXIMA or its partners, and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws.  You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the LICENSED SOFTWARE.

Subject to these Terms, PROXIMA grants each user of the LICENSED SOFTWARE a worldwide, non-exclusive, non-sublicensable and non-transferable license to use the Content, solely for the use jointly provided by the 3rd Party licensee of LICENSED SOFTWARE and SUGARCRM.  Use, reproduction, modification, distribution or storage of any Content for other than these commercial uses is expressly prohibited without prior written consent from PROXIMA, or from the copyright holder identified in such Content's copyright notice.  You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use, or in any way that violates any third party right.

License Grant

You also hereby irrevocably grant each user of the LICENSED SOFTWARE and SUGARCRM a non-exclusive license to access Your Content through the LICENSED SOFTWARE, and to use, copy, edit, modify, reproduce, distribute, translate, display, perform, and create derivative works of Your Content.

You represent and warrant that you have all rights to grant such license to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

You understand that all information privately transmitted through the LICENSED SOFTWARE is the sole responsibility of the person from which such Content originated; that PROXIMA will not be liable for any errors or omissions in any Content; and that PROXIMA cannot guarantee the identity of any other users with whom you may interact in the course of using the LICENSED SOFTWARE.

Other

User Content does not necessarily reflect the opinion of PROXIMA.

RULES AND CODE OF CONDUCT

 

Rules

As a condition of use, you promise not to use the LICENSED SOFTWARE for any purpose that is prohibited by these Terms.  You are responsible for all of your activity in connection with the LICENSED SOFTWARE.

You will not, and you will not assist, encourage, or enable others to:

1)      Violate our Content Guidelines: You will not take any action, or post any Content, that violates our Content Guidelines, including (i) writing fake or defamatory comments, (ii) or posting Content that you know is deceptive, fraudulent, false, misleading, untruthful, or inaccurate.

2)      Threaten, harass, stalk, or harm other users: You will not take any action, or post any Content, that is threatening, harmful, harassing, abusive, "stalking" in nature, or is discriminatory, defamatory, libelous, obscene, offensive, profane, or is otherwise inappropriate as determined by PROXIMA, in its sole discretion.

3)      Violate any third party's rights: You will not take any action, or post any Content, that infringes on any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right.

4)      Spam other users: You will not take or encourage any action, that constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming");

5)      Impersonate any person or entity: You will not take any action, or post any Content, with the intent to impersonate another person or entity, including an employee or representative of PROXIMA.

6)      Violate anyone's privacy: You will not take any action, or post any Content, that provides unauthorized access to someone's private information, including financial information: name, address, email, credit card number, bank account number, etc.

7)      Violate any applicable law: You will not take any action, or post any Content, that violates any applicable law, including, but not limited to, soliciting personal information from minors, or submitting, distributing, or transmitting pornography.

Code of Conduct

You shall not:

1)      Take any action that imposes, or may impose (as determined by PROXIMA in its sole discretion), an unreasonable, or disproportionately large load, on PROXIMA’s (or its third party providers’) infrastructure, or otherwise make excessive traffic demands of the LICENSED SOFTWARE;

2)      Interfere, or attempt to interfere, with the proper working of the LICENSED SOFTWARE, or any activities conducted on the LICENSED SOFTWARE, through any means, including, but not limited to the use of devices, software, or other routines;

3)      Attempt to gain unauthorized access to the LICENSED SOFTWARE, user accounts, computer systems, or networks connected to the LICENSED SOFTWARE through hacking, password mining, or any other means;

4)      Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the LICENSED SOFTWARE, features that prevent or restrict the use or copying of LICENSED SOFTWARE Content, or features that enforce limitations on the use of the LICENSED SOFTWARE;

5)      Use any robot, spider, LICENSED SOFTWARE search/retrieval application, or other manual or automated device, process or means, to access, crawl, retrieve, scrape, or index any portion of the LICENSED SOFTWARE or any LICENSED SOFTWARE Content;

6)      Record, process, mine, harvest, or scrape information of other users;

7)      Access, retrieve, or index any portion of the LICENSED SOFTWARE for purposes of constructing or populating an external searchable database of similar data;

8)      Use the LICENSED SOFTWARE, or any LICENSED SOFTWARE Content, to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature (collectively, "Viruses");

9)      Use the LICENSED SOFTWARE to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the LICENSED SOFTWARE or LICENSED SOFTWARE Content;

10)  Run any form of auto-responder or “spam” on the LICENSED SOFTWARE;

11)  Otherwise take any action in violation of PROXIMA’s guidelines and policies. 

 

You shall not (directly or indirectly):

1)      Decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the LICENSED SOFTWARE (including without limitation any application or widget), except to the limited extent applicable laws specifically prohibit such restriction;

2)      Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the LICENSED SOFTWARE or LICENSED SOFTWARE Content (other than Your Content), except as expressly authorized by PROXIMA;

3)      Copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations.

PROXIMA does not guarantee that any Content or Your Content will be made available on the LICENSED SOFTWARE.  PROXIMA has no obligation to monitor the LICENSED SOFTWARE, Content, or Your Content.  However, PROXIMA reserves the right to

1)      To remove or block Your Content from the LICENSED SOFTWARE, when in conflict with terms of use.

PROXIMA also reserves the right to access, read, preserve, and disclose any information as PROXIMA reasonably believes is necessary to

1)      Comply with legal process or other government inquiry, such as a search warrant, subpoena, statute, judicial proceeding, or other legal process served on us;

2)      Take action regarding suspected illegal activities;

3)      Enforce or apply our Terms and Privacy Policy, including investigation of potential violations hereof;

4)      Detect, prevent, or otherwise address fraud, security or technical issues;

5)      Respond to user support requests; or

6)      Protect the rights, reputation, property, and safety of PROXIMA, its users and the public. If you use the LICENSED SOFTWARE outside of the United States, you consent to having your personal data transferred to, and processed in, the United States.

No Obligation to Enforce

We are under no obligation to enforce the Terms on your behalf against another user. While we encourage you to let us know if you believe another user has violated the Terms, we reserve the right to investigate and take appropriate action at our sole discretion.

Guidelines and Policies

    Content Guidelines

    You represent that you have read and understood our Content Guidelines.

 

    Privacy

    You represent that you have read and understood our Privacy Policy.

INDEMNITY, RELEASE, WARRANTY DISCLAIMERS, AND LIMITATION OF LIABILITY

 

Indemnity

You agree to defend, indemnify, and hold harmless PROXIMA, its affiliates and each of its, and its affiliatesemployees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the LICENSED SOFTWARE, Content, or otherwise from Your Content, violation of these Terms of Use, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity.  PROXIMA reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you agree to assist and cooperate with PROXIMA in asserting any available defenses.

Release

You acknowledge that PROXIMA has no control over, and no duty to take any action regarding: which users gains access to the LICENSED SOFTWARE; what user Content you access via the LICENSED SOFTWARE; what effects the Content may have on you; how you may interpret or use the user Content; or what actions you may take as a result of having been exposed to the Content.  You release PROXIMA from all liability for you having acquired or not acquired user Content through the LICENSED SOFTWARE.  PROXIMA makes no representations concerning any user Content contained in or accessed through the LICENSED SOFTWARE, and PROXIMA will not be responsible or liable for the accuracy, copyright compliance, legality or decency of user material contained in or accessed through the LICENSED SOFTWARE.

Warranty Disclaimers

Proxima warrants that for a period of sixty (60) days following delivery of LICENSED SOFTWARE (i) the media on which the Licensed Software is furnished shall be free from defects in materials and workmanship under normal use; and (ii) the Licensed Software will perform substantially in accordance with Proxima's user documentation accompanying the Licensed Software.  Proxima does not warrant that the Licensed Software will meet Your requirements or that the operation of the Licensed Software will be uninterrupted or error free or that all defects will be corrected.  This Limited Warranty is void if failure of the Licensed Software has resulted from accident, abuse, modification, or misapplication of the Licensed Software.

If You believe there is a defect in the Licensed Software such that it does not meet the Limited Warranty provided above, You must notify Proxima in writing within the applicable warranty period.  Proxima's entire liability and Your exclusive remedy with regard to the Limited Warranty, shall be, at Proxima's sole discretion, either repair or replacement of the Licensed Software or a refund of the amount paid by You for the Licensed Software (provided in that case that You also return the Licensed Software).  Any repaired or replacement Licensed Software shall be warranted for the remainder of the original warranty period. 

            THE PROXIMA MAKES NO CLAIMS OR PROMISES WITH RESPECT TO ANY THIRD PARTY, SUCH AS THE BUSINESSES LISTED ON THE LICENSED SOFTWARE OR THE LICENSED SOFTWARE'S USERS.  ACCORDINGLY, THE PROXIMA IS NOT LIABLE TO YOU FOR ANY LOSS OR DAMAGE THAT MIGHT ARISE FROM THEIR ACTIONS, INCLUDING, FOR EXAMPLE, IF ANOTHER USER MISUSES YOUR CONTENT OR IDENTITY, OR IF YOU HAVE A NEGATIVE EXPERIENCE WITH ONE OF THE BUSINESSES LISTED ON THE LICENSED SOFTWARE.  YOUR PURCHASE AND USE OF PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH THE LICENSED SOFTWARE IS AT YOUR OWN DISCRETION AND RISK.

             YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE LICENSED SOFTWARE, RELATED SERVICES, OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION AND DISCONTINUATION OF ACCESS TO, OR USE OF THE LICENSED SOFTWARE.

            THE PROXIMA DISCLAIM LIABILITY FOR ANY (i) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (ii) LOSS OF PROFITS, (iii) BUSINESS INTERRUPTION, (iv) REPUTATIONAL HARM, OR (v) LOSS OF INFORMATION OR DATA.

SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Electronic Communications Privacy Act Notice (18 USC 2701-2711): PROXIMA MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE LICENSED SOFTWARE OR ANY WEBLICENSED SOFTWARE LINKED TO THE LICENSED SOFTWARE. PROXIMA will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on PROXIMA’s equipment, transmitted over networks accessed by the LICENSED SOFTWARE, or otherwise connected with your use of the LICENSED SOFTWARE.

Limitation of Liability

IN NO EVENT SHALL PROXIMA, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE LICENSED SOFTWARE (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00).  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.  

CLOSING

Third Parties

The LICENSED SOFTWARE may include user content with links to other websites or applications (each, a "Third Party Site").  We do not control or endorse any Third Party Site.  You agree that we are not responsible for the availability or contents of such Third Party Sites.  Your use of Third Party Sites is at your own risk.  Such Third Party Sites are not subject to the Terms of Use contained herein, and PROXIMA encourage you to make yourself aware of any terms and conditions of such third-party Sites; provided, however, that some of the services made available through the Sites may be provided in connection with third parties and subject to additional terms posted here which are incorporated herein by reference.

Choice of Law and Venue

Illinois law will govern these Terms, as well as any claim, cause of action or dispute that might arise between you and PROXIMA (a "Claim"), without regard to conflict of law provisions. FOR ANY CLAIM BROUGHT BY EITHER PARTY, YOU AGREE TO SUBMIT AND CONSENT TO THE PERSONAL AND EXCLUSIVE JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE STATE AND FEDERAL COURTS LOCATED WITHIN COOK COUNTY, ILLINOIS.

Termination

If you wish to terminate your account, you may do so by following the instructions on the LICENSED SOFTWARE.  All provisions of these Terms of Use which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

Integration and Severability

These Terms of Use are the entire agreement between you and PROXIMA with respect to the use of the LICENSED SOFTWARE, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and PROXIMA with respect to the LICENSED SOFTWARE.  If any provision of these Terms of Use is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these Terms of Use will otherwise remain in full force and effect and enforceable.  The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.

Modification of Terms of Use

PROXIMA reserves the right, at its sole discretion, to modify or replace any of these Terms of Use, or change, suspend, or discontinue the LICENSED SOFTWARE (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the LICENSED SOFTWARE, or by sending you notice via email.  PROXIMA may also impose limits on certain features and services, or restrict your access to parts or all of the LICENSED SOFTWARE without notice or liability.  It is your responsibility to check these Terms of Use periodically for changes.  Your continued use of the LICENSED SOFTWARE following the posting of any changes to these Terms of Use constitutes acceptance of those changes.

General Terms

PROXIMA shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond PROXIMA’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference).

These Terms of Use are personal to you, and are not assignable, transferable or sublicensable by you except with PROXIMA's prior written consent.  PROXIMA may assign, transfer or delegate any of its rights and obligations hereunder without consent.  No agency, partnership, joint venture, or employment relationship is created as a result of these Terms of Use and neither party has any authority of any kind to bind the other in any respect.  Unless otherwise specified in these Term of Use, all notices under these Terms of Use will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.