These terms govern the use of the Services and are an agreement between you and the Sage company identified below.
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with, the subject entity, where “control” is the direct or indirect ownership or control of at least a majority of the voting rights in the entity, or otherwise the power to direct the management and policies of the entity. An entity is an Affiliate only so long as such control continues.
“Agreement” means these terms, your Order(s), any Statement(s) of Work between you and us, and any attachments, exhibits and annexes hereto or to an Order or a Statement of Work.
“Customer Data” means the data submitted by Users, or otherwise on your behalf, into the Services.
“Documentation” means the online or written user guides, specifications, and manuals regarding the Services made available by Sage, and any updates thereto.
“Effective Date” (i) of the Agreement means the date when the first Order is signed by both you and us, and (ii) of an Order means when the Order is signed by both you and us.
“Force Majeure” means an act of God (e.g., a natural disaster, accident or epidemic) or another event outside of reasonable control of the party seeking excuse of performance (e.g., acts of war, terrorism, government authority or by another third party outside the party’s control).
“GST” means the tax imposed by The New Tax System (Goods and Services Tax) Act 1999 (Cth) and related imposition Acts of the Commonwealth.
“Intellectual Property Rights” means rights recognized by any jurisdiction with respect to intellectual work product, such as patent rights (including priority rights), design rights, copyrights (including moral rights), mask work rights, trade secret rights, trademarks, service marks, know-how and domain name rights.
“Order” means an ordering document (such as a license order or a work order) executed by you and us for subscription to Services and/or, if applicable, for the provision of professional services by us.
“Sage” means The Sage Group plc or an Affiliate thereof.
“Sage Data” means the information on the Order, data about the configuration and use of the Services, Usage Data, the Documentation, and other information provided to you via login in the Services or otherwise by Sage in the course of performance under this Agreement, other than Customer Data.
“Salesforce” means Salesforce.com, Inc., a Delaware corporation, having its principal place of business at The Landmark @ One Market, Suite 300, San Francisco, California 94105, and Salesforce.com EMEA Limited, a limited liability company having its registered office at Floor 26 Salesforce Tower, 110 Bishopsgate, London, EC2N 4AY, United Kingdom, and their respective Affiliates (as the context requires).
“Salesforce Technology” means all of Salesforce’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by Salesforce in providing the Service.
“Services” means the products and services ordered by you under an Order and made available online by Sage, including any associated offline or mobile components, but excluding Third-Party Services. The Services include any modifications, enhancements, updates, revisions and derivative works thereof.
“Statement of Work” means a statement of work between you and Sage for the provision of consulting or other professional services by Sage related to the Services.
“Third-Party Service” means (except for Salesforce and the Salesforce Technology) any product (e.g. software, cloud services, or forms), tool (e.g. integration or development tools) or service (e.g. implementation, configuration, development or accounting) provided by a party other than Sage (a “Third-Party Provider”).
“User” means a named individual authorized by you to use the Services, for whom you have purchased a subscription, and who has been supplied with user credentials for the Services by you or by us at your request.
“we”, “us” or “our” means Sage Software Australia Pty Ltd (ABN 40 071 007 326) of Level 11, Zenith Tower B, 821 Pacific Highway, Chatswood NSW 2067 (as such address may be updated from time to time).
“you” or “your” means the person accepting this Agreement, provided that if such acceptance is on behalf of a company or other legal entity then: (i) the signatory represents that they have the authority to bind such entity to the terms of this Agreement; and (ii) “you” and “your” refers to such entity and, to the extent any of your Affiliates use the Services, such Affiliates.
Other capitalized terms have the respective meanings given to them elsewhere in this Agreement.
Subject to your compliance with the terms and conditions of this Agreement and the payment of any applicable fees, we grant you a limited, revocable, non-exclusive, royalty-free, non-transferable, non-sublicenseable license to: (i) use the Developer Tools only to develop, test, operate and maintain software for your use with the Services (“Your Software”); and (ii) access the API to process, analyze or display Customer Data. Parts of the Developer Tools provided under open source licenses are governed by such licenses.
As between the parties, we own all right, title and interest in the API and Developer Tools including any configurations, customizations, modifications, enhancements, updates and revisions thereof, and you own all right, title and interest in Your Software, including any configurations, customizations, modifications, enhancements, updates and revisions thereof.
You are responsible for protecting the confidentiality of any API access credentials in your possession or control. You may not share your API access credentials or otherwise act to circumvent any account limitations or restrictions.
In using the API and Developer Tools, you agree to protect the privacy and legal rights of Users and third parties. You represent and warrant that your use of the Developer Tools, API and Your Software: (i) will comply with all applicable laws (including export laws) and regulations; (ii) will not contain any virus, malware, or spyware; (iii) will not violate the terms of this Agreement or any policies established by us for the operation of interoperable applications; (iv) will not adversely impact the speed, security or integrity of the Services; (v) will not circumvent or render ineffective our technological and other measures to secure, protect and control the Services; and (vi) will not use any FOSS in a way that would cause the non-FOSS portions of the Services to be subject to any FOSS licensing terms or obligations. “FOSS” (Free and Open Source Software) means any software that is subject to terms that, as a condition of use, copying modification or redistribution, require such software or derivative works thereof to be disclosed and/or distributed in source code form, to be licensed for purposes of making derivative works, or to be redistributed free of charge. Any breach of this section is a material breach of the Agreement.
We may monitor use of the API for any reason, including quality assurance, improvement of the Services, and verification of compliance with this Agreement. If you use the API to grant access to or export Customer Data from the Services, we are not responsible for any use or misuse of Customer Data obtained through the API.
If the Services offer integration capabilities via an API, the number of API calls you can make per account is limited to 1,000 calls/day/User (aggregated over all Users under your account), up to an aggregate maximum of 1,000,000 calls/day/your account.
The maximum data storage space provided to you at no additional charge is the greater of 1 GB or an aggregate of 20 MB per User license. The maximum file storage space provided to you at no additional charge is 2 GB per User license. If the amount of data storage or file storage required exceeds these limits, you will be charged storage fees at our then current list price. We will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure to so notify you shall not affect your responsibility for such additional storage charges. We reserve the right to establish or modify our general practices and limits relating to storage of Customer Data.