LICENSE.txt

PLEASE READ THIS END USER LICENSE AGREEMENT CAREFULLY BEFORE ACCEPTING.  THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT ARE BETWEEN YOU AND SUGARCRM INC (“SUGARCRM”) (THE “AGREEMENT”).  UNLESS OTHERWISE DEFINED HEREIN, CAPITALIZED TERMS SHALL HAVE THE MEANINGS SET FORTH IN SECTION 8 BELOW.
BY ACCEPTING, YOU ARE AGREEING ON BEHALF OF PERSON OR THE ENTITY DOWNLOADING THIS SUGARCRM PRODUCT ("LICENSEE") THAT LICENSEE WILL BE BOUND BY AND BECOME A PARTY TO THE AGREEMENT AND CERTIFYING THAT YOU HAVE THE AUTHORITY TO BIND LICENSEE.  IF LICENSEE DOES NOT AGREE TO ALL OF THE TERMS OF THE AGREEMENT OR, IF YOU DO NOT HAVE THE AUTHORITY TO BIND LICENSEE TO THIS AGREEMENT, THEN DO NOT SELECT THE "ACCEPT" BOX.  
UNLESS AND UNTIL LICENSEE HAS AGREED TO BE BOUND BY ALL OF THE TERMS OF THE AGREEMENT, LICENSEE HAS NOT BECOME A LICENSEE OF, AND IS NOT AUTHORIZED TO USE, THIS SUGARCRM PRODUCT. THE "EFFECTIVE DATE" OF THIS AGREEMENT IS THE DAY THAT YOU CHECK THE "ACCEPT" BOX.

1. License Terms.  
1.1 Scope of License.  Subject to Licensee’s compliance with the terms of this Agreement, SugarCRM grants Licensee a non-exclusive, personal and non-transferable license to (a) use the SugarCRM Product solely as connectors or interface files that facilitate the interoperability of SugarCRM products and applications created by or on behalf of International Business Machines Corporation (“IBM”) for Licensee’s internal business purposes (the “Authorized Use”); and (b) modify the SugarCRM Product, as needed, to create connector or interface files to enable Licensee’s Authorized Use.  This license is granted free of charge.  
1.2 Licensee Responsibilities. Licensee shall: (a) be responsible for all its users’ compliance with the terms and conditions of this Agreement, (b) Licensee’s use the SugarCRM Product only in accordance with the applicable online user guide and applicable laws, rules, regulations (including, without limitation, export, data protection and privacy laws, rules and regulations) and any SugarCRM Product documentation, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the SugarCRM Product, and (d) notify SugarCRM in writing immediately of (i) any unauthorized use of, or access to, the SugarCRM Product or any Subscription User account or password thereof, or (ii) any notice or charge of noncompliance with any applicable law, rule or regulation asserted or filed against Licensee in connection with Licensee Data. 
1.3 Restrictions. Except as expressly permitted in this Agreement, Licensee shall not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the SugarCRM Product or any modified version or derivative work of the SugarCRM Product created by or for Licensee, (b) provide the SugarCRM Product, or any modified version or derivative work of the SugarCRM Product created by or for Licensee, on a timesharing, service bureau or other similar basis, (c) remove or alter any copyright, trademark or proprietary notice in the SugarCRM Product, (d) develop Forked Software, (e) copy any features, functions or graphics of the SugarCRM Product for any purpose other than what is expressly authorized in this Agreement, (f) use or modify the SugarCRM Product in any way that would subject the SugarCRM Product, in whole in or in part, to a Copyleft License, (g) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the SugarCRM Product or the Licensee Data contained therein, (h) access the SugarCRM Product for the purpose of building a competitive product or service or copying its features or user interface, or (i) use the SugarCRM Product, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without SugarCRM's prior written consent. 
1.4 Third-Party Software. The SugarCRM Product utilizes or includes certain Third Party Software.  Licensee’s use of the SugarCRM Product, if any, in this product is governed by the applicable Third-Party Software terms and conditions.  A listing of Third-Party Software licenses and/or notices can be found at: http://www.sugarcrm.com/third-party-software.

2. Proprietary Rights; Confidentiality.  
2.1. Ownership.  Licensee agrees that SugarCRM owns all rights, title and interests in the SugarCRM Product and any and all Modifications thereto, including all intellectual property rights associated therewith or embodied therein.  Licensee does not, however, have any obligation to deliver to SugarCRM any Modifications made by Licensee pursuant to Section 1.1 above.
2.2. Suggestions.  SugarCRM shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use, copy, modify, or distribute, including by incorporating into any product or service owned by SugarCRM, any suggestions, enhancement requests, recommendations, code contributions or other feedback provided by Licensee and any of its Subscription Users, relating to any product or service owned by SugarCRM.
2.3. Confidentiality.  During the course of this Agreement, SugarCRM may provide Confidential Information to Licensee.  Licensee agrees neither it nor its agents, employees, officers, directors or representatives will disclose or cause to be disclosed any Confidential Information of SugarCRM, except (a) to those employees, representatives, or contractors of Licensee who require access to the Confidential Information to exercise its rights under this Agreement and who are bound by written agreement, with terms at least as restrictive as these, not to disclose third-party confidential or proprietary information disclosed to such party, or (b) as such disclosure may be required by law or governmental regulation, subject to Licensee providing to SugarCRM written notice to allow SugarCRM to seek a protective order or otherwise prevent the disclosure. Nothing in this Agreement will prohibit or limit Licensee’s use of information:  (i) previously known to it without obligation of confidence, (ii) independently developed by or for it without use of or access to SugarCRM’s Confidential Information, (iii) acquired by it from a third party that is not under an obligation of confidence with respect to such information, or (iv) that is or becomes publicly available through no breach of this Agreement. Licensee acknowledges the irreparable harm that improper disclosure of Confidential Information may cause; therefore, SugarCRM is entitled to seek equitable relief, including temporary restraining order(s) or preliminary or permanent injunction, in addition to all other remedies, for any violation or threatened violation of this Section.  The terms of this Agreement and the source code, structure, sequence and organization of the SugarCRM Product are Confidential Information of SugarCRM or its licensors.  

3. Support.  SugarCRM is not obligation to provide any technical or other support to Licensee for the SugarCRM Product (the “Support Services”).  If SugarCRM does make available Support Services available to Licensee, Licensee’s use of such Support Services will be governed by a separate written agreement and, if applicable, fees for such services.
 
4. No Warranties.  THE SUGARCRM PRODUCT IS PROVIDED TO LICENSEE STRICTLY ON AN "AS IS" BASIS.  ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SUGARCRM'S PRODUCT OR SERVICE MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND SUGARCRM IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO LICENSEE.

5. Term and Termination.  This Agreement commences on the Effective Date and continues until otherwise terminated in accordance with its terms.  Either party may terminate this Agreement if the other party: (a) materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for thirty (30) days following written notice of the breach, or (b) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.  Additionally, SugarCRM may terminate this Agreement at any time upon ninety (90) days written notice to Licensee.  Licensee understands and agrees that upon termination of this Agreement, the licenses granted under this Agreement will be immediately revoked.  Licensee’s obligation to make a payment of any outstanding, unpaid fees, the defined terms used in the Agreement and the terms of Sections 1.3, 1.4, 2, 4, 6 and 7 shall survive termination or expiration of this Agreement.

6. Limitation of Liability.  IN NO EVENT SHALL SUGARCRM’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED ONE HUNDRED DOLLARS ($100.00).  EXCEPT FOR A BREACH OF THE LICENSE TERMS IN SECTION 1, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR REVENUE OR FOR ANY INDIRECT, SPECIAL, COVER, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, INCLUDING NEGLIGENCE OR OTHERWISE), ARISING UNDER THIS AGREEMENT AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.  THE LIMITATIONS SET FORTH IN THIS SECTION 6 SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

7. General.
7.1 Commercial Computer Software.  The SugarCRM Product and related modifications were fully developed at private expense and are commercial computer software as defined in FAR 2.101. Any related documentation, technical data, or services are also commercial. In accordance with FAR 12.212 and DFARS 227.7202, all rights conferred in the Sugar CRM Product, related documentation, technical data, services, or any deliverable to the United States Government are specified in this Agreement. All other uses are prohibited and no ownership rights are conferred.
7.2 Publicity.  Licensee shall not use SugarCRM’s name or logos without the prior written consent of SugarCRM, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, SugarCRM may include the Licensee name on a customer list. 
7.3 Export Compliance.  Licensee acknowledges and agrees that the SugarCRM Product is subject to all applicable export control laws and regulations, including, without limitation, those of the United States Government.  Licensee shall strictly comply with all applicable export control laws and regulations related to the SugarCRM Product.  Licensee agrees that it shall not, and shall cause its representatives, employees, agents, contractors and customers to agree not to, export, re-export, divert, release, transfer, or disclose any such SugarCRM Product, or any direct product thereof, to any prohibited or restricted destination, end-use or end-user, except in accordance with all relevant export control laws and regulations.  Licensee shall make its records available to SugarCRM upon reasonable request to permit SugarCRM to confirm Licensee's compliance with its obligations as set forth in this Section 7.3.  
7.4 Assignment.  Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld).  Notwithstanding the foregoing, SugarCRM may assign this Agreement in its entirety, without the consent of the other party, to its affiliates or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.  Any attempted assignment in breach of this Section 7.4 shall be void.
7.5 Relationship of the Parties; No Third Party Beneficiaries.  SugarCRM and Licensee are independent contractors, and nothing in this Agreement or any attachment hereto will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.  There are no third party beneficiaries to this Agreement.
7.6 Choice of Law and Jurisdiction; Attorney’s Fees.  This Agreement will be governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its conflicts of law provisions.  Licensee and SugarCRM agree to submit to the personal and non-exclusive jurisdiction of the courts located in Santa Clara County, California. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. In any action related to this Agreement, 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.
7.7 Notice.  Notices regarding this Agreement shall be in writing and addressed to Licensee at the address Licensee provides, or, in the case of SugarCRM, when addressed to SugarCRM Inc., Attn. General Counsel, 10050 North Wolfe Road SW2-130, Cupertino, CA 95014 USA. Notices regarding the SugarCRM Product in general may be given by electronic mail to Licensee’s e-mail address on record with SugarCRM.
7.8 Entire Agreement; Other Terms.  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.  This Agreement or URLs referenced herein represent the entire agreement of the parties and supersede all prior discussions or agreements between the parties and is intended to be the final expression of their Agreement.  No failure or delay in exercising any right hereunder shall constitute a waiver of such right. The Agreement may not be modified or altered except by written instrument, and no amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed (either manually or electronically) by an authorized representative of Licensee and SugarCRM. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.  All rights not expressly granted to Licensee are reserved by SugarCRM and its licensors. 

8 Definitions.
8.1 “Confidential Information” means information that SugarCRM or its affiliates provide to Licensee during the term of this Agreement that is identified in writing at the time of disclosure as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. 
8.2 “Copyleft License” means a software license that requires that information necessary for reproducing and modifying such software must be made available publicly to recipients of executable versions of such software (see, e.g., GNU General Public License and http://www.gnu.org/copyleft/).
8.3  “Forked Software” means modifications to any open source version of the SugarCRM Product source code to develop a separately maintained source code program (a) with features not present in such source code, or (b) where modifications to such source code are not automatically integrated with such source code.
8.4  “Modifications” means any work based on or incorporating all or any portion of the SugarCRM Product, including, without limitation, modifications, enhancements and customizations to the SugarCRM Product.
8.5 "Third-Party Software" means online, Web-based applications and offline software products that are developed by third parties, and may interoperate with the SugarCRM Product.