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Jitterbit Cloud Data Loader End User License Agreement

Introduction

This is the Jitterbit Cloud Data Loader End User License Agreement. The current monthly operation limit, as referenced in the agreement below, is 100 submitted operations/activities per month. Usage of Jitterbit Data Loader beyond this limit requires a paid-for license.

The "monthly operation limit" is the maximum number of operations that can be submitted without charge in any 30-day period. You can see your daily usage by checking the Harmony Dashboard:

  1. Log in to the Harmony portal at https://login.jitterbit.com.
  2. From the menu in the top left, navigate to Management Console > Dashboard.
  3. Within the Harmony Cloud Dashboard, look at the operations reported under the Activities heading.

An "operation" means a submitted operation/activity as reported on the Harmony Cloud Dashboard.

Data Loader End User License Agreement

JITTERBIT, INC.

JITTERBIT CLOUD DATA LOADER END USER LICENSE AGREEMENT

PLEASE READ THIS JITTERBIT DATA LOADER END USER LICENSE AGREEMENT ("AGREEMENT") CAREFULLY BEFORE ACCESSING, INSTALLING, AND/OR USING THE JITTERBIT DATA LOADER SOFTWARE PRODUCT ("JITTERBIT SOFTWARE") AND ASSOCIATED DOCUMENTATION ("DOCUMENTATION") BEING MADE AVAILABLE PURSUANT TO THIS AGREEMENT. THIS IS A LEGALLY BINDING CONTRACT BETWEEN YOU ("LICENSEE") AND JITTERBIT, INC., A DELAWARE CORPORATION ("JITTERBIT"). BY ASSENTING ELECTRONICALLY, REGISTERING TO DOWNLOAD, ACCESS, INSTALL, OR USE THE JITTERBIT SOFTWARE, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT.

If you do not agree with the terms and conditions of this Agreement, do not continue the registration or any installation process and/or delete or destroy all copies of the Jitterbit Software and Documentation in your possession. ANY USE OF THE JITTERBIT SOFTWARE OR DOCUMENTATION OTHER THAN AS EXPRESSLY AUTHORIZED BY THIS AGREEMENT, OR ANY RESALE OR FURTHER DISTRIBUTION OF THE SAME, CONSTITUTES A MATERIAL BREACH OF THIS AGREEMENT AND MAY VIOLATE APPLICABLE COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS.

  1. LICENSE; RESTRICTIONS: Jitterbit hereby grants to you and/or the entity you represent and on whose behalf you are entering into this Agreement ("Licensee") a non-exclusive, non-transferable, month-to-month license to access, configure, and use the Jitterbit Software to implement and manage data transfer policies between one of Licensee's applications and Salesforce.com ("Non-Jitterbit Applications"), subject to the restrictions and suspension and termination rights set forth in this Agreement. Licensee shallnot: (i) sublicense, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the Jitterbit Software and/or Documentation , or make the Jitterbit Software and/or Documentation available to any third party; (ii) copy the Jitterbit Software or any part, feature, function or user interface thereof, or create derivative works, extensions or modifications of the Jitterbit Software; (iii) reverse engineer or attempt to ascertain the source code of the Jitterbit Software, or use or access the Jitterbit Software and/or Documentation for the purpose of creating a competitive product; (iv) remove any product identification, proprietary, copyright, or other notices contained in the Jitterbit Software and/or Documentation; (v) use in violation of applicable law (including export control laws) or regulations or in breach of the rights of third parties; (vi) send or store infringing, obscene, threatening, libelous, or unlawful or tortious material, including material harmful to children or violative of third party rights; (vii) knowingly interfere with or disrupt the integrity or performance of the Jitterbit Software or the data therein; (viii) attempt to gain unauthorized access to the Jitterbit Software or related systems or networks; (ix) use the Jitterbit Software in a manner that exceeds the scope of use noted in this Agreement or after Jitterbit provides Licensee with written notice of termination, suspension, or discontinuation of the license rights herein, including, but not limited to, incident to Jitterbit's discontinuation of the program pursuant to which the Jitterbit Software is made available at no charge, or Jitterbit's election to charge for all or a portion of the license rights granted herein; and/or (x) transmit or process personal information in violation of applicable data protection laws.

  2. Licensee acknowledges and agrees that portions of the Jitterbit Software are not available for download in object or other code form but are hosted by Jitterbit. Portions made available for download by Jitterbit are licensed to Licensee in object code form only.

  3. UPGRADES AND UPDATES; NO TECHNICAL SUPPORT: Jitterbit may in its sole discretion provide or deliver upgrades and updates of the Jitterbit Software. Any such upgrades or updates are subject to the terms and conditions of this Agreement. Technical support for the Jitterbit Software is excluded.

  4. USAGE RESTRICTIONS: You may use the Jitterbit Software without charge for up to the current operation limit of 100 operations per month. The " operation limit" is the maximum number of operations that can be submitted without charge during a specified period. You can see your daily usage by logging into the dashboard of the Jitterbit Management Console web site at https://login.jitterbit.com and looking at the operations reported under the "Activities" header. An "operation" means a submitted operation/activity as reported on the dashboard of the Jitterbit Management Console web site at https://login.jitterbit.com. Jitterbit will work with you in good faith to address any overuse, but Jitterbit may suspend your use of the Jitterbit Software, in the event you continue to exceed this restriction 10 (ten) days after being notified by Jitterbit and you have not purchased an appropriate license. Jitterbit reserves the right to set additional restrictions or limits on the use of the Jitterbit Software and its data transfer service and notice of any such restriction or changes to these limits will be posted at https://dataloader.jitterbit.com. Your continued use of the Jitterbit Software after the effective date of any such notice shall be considered by Jitterbit to be your acceptance of the modified agreement and you will be held to the new restrictions.

  5. OWNERSHIP RIGHTS: The Jitterbit Software and Documentation, any updates, upgrades to the same, and any related training or support materials released by Jitterbit pertaining to the same are the intellectual property of Jitterbit and its licensors and are protected by applicable copyright and other intellectual property laws. The structure, organization and code of the Jitterbit Software are valuable trade secrets and confidential information of Jitterbit. To the extent Licensee opts to provide any comments, feedback, or suggestions about the features and functions of the Jitterbit Software to Jitterbit, Jitterbit shall have the right to retain and use these in its current or future products or services without restriction, without compensation to Licensee. Rights not expressly granted by Jitterbit to Licensee hereunder are reserved by Jitterbit and prohibited. Licensee retains all right, title, and interest in and to Licensee's data submitted for processing via the Jitterbit Software, and grants Jitterbit a limited, revocable, worldwide license to use Licensee's data during the term of this Agreement to (a) provide the Jitterbit Software to Licensee, including executing electronic and/or automated transfers of such Licensee's data in accordance with the configurations of the Jitterbit Software implemented by Licensee and managing the security of the Jitterbit Software, or (b) comply with applicable law or governmental order.

  6. WARRANTY DISCLAIMER: THE JITTERBIT SOFTWARE IS PROVIDED SOLELY AND EXCLUSIVELY "AS IS," WITHOUT WARRANTIES OF ANY KIND. JITTERBIT AND ITS LICENSORS DISCLAIM ALL WARRANTIES RELATED TO THE JITTERBIT SOFTWARE AND ANY OTHER MATERIALS OR ITEMS SUPPLIED OR MADE AVAILABLE BY JITTERBIT TO LICENSEE HEREUNDER, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY OF DATA, SYSTEM INTEGRATION, COURSE OF PERFORMANCE, OR FITNESS FOR A PARTICULAR PURPOSE. JITTERBIT AND ITS SUPPLIERS DO NOT GUARANTEE OR WARRANT THAT THE JITTERBIT SOFTWARE WILL BE UNINTERRUPTED, SECURE, OR ERROR FREE.

  7. LIMITATION OF LIABILITY: IN NO EVENT WILL JITTERBIT OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF JITTERBIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. JITTERBIT OR ITS SUPPLIERS' AGGREGATE AND CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), STATUTE, OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT EXCEED FIFTY DOLLARS ($50.00 U.S.D.). THE ALLOCATIONS OF LIABILITY IN THIS SECTION REPRESENT THE AGREED AND BARGAINED-FOR UNDERSTANDING OF THE PARTIES, AND REFLECTS THE ALLOCATION OF THE RISK BETWEEN THE PARTIES. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.

  8. CONFIDENTIALITY; DATA PROCESSING: The Jitterbit Software, Documentation, and any other materials related to the same that are provided by Jitterbit to Licensee in connection with the foregoing are proprietary and confidential to Jitterbit and its licensors. Licensee agrees that: (a) it will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but not less than reasonable care; (b) it will not use the confidential information of Jitterbit for any purpose outside the scope of this Agreement; and (c) unless authorized by Jitterbit in writing, it will not disclose Jitterbit's confidential information to anyone other than its representatives or financial or legal advisors who need access or use of the same in connection with the exercise of rights or performance of obligations on behalf of Licensee consistent with this Agreement, and provided such parties are bound by confidentiality obligations or agreements with Licensee no less protective than those set forth in this Agreement. Licensee shall at all times remain liable for its own compliance, and that of its representatives with respect to the confidential information pursuant to this Agreement. Jitterbit acknowledges and agrees that any data that Licensee uploads or processes via the Jitterbit Software is confidential to Licensee and will not be shared or disclosed by Jitterbit except as required by law or governmental order, or as necessary for Jitterbit to deliver and provide the Licensed Software and associated services to Licensee under this Agreement. Licensee is responsible for the security of any components of the Jitterbit Software that are installed by Licensee on devices or systems owned or operated by Licensee or by third-parties on Licensee's behalf. Further, subject to Jitterbit's confidentiality and use restrictions in this Agreement, Jitterbit is not responsible for any security incidents to the extent caused by: (a) Licensee or its contractors downgrading or removing default security settings or configurations within the hosted Jitterbit Software; (b) Licensee's or its contractors' configuration of local or on-premises components of the Jitterbit Software; and non-Jitterbit applications.

  9. CHANGES TO THIS AGREEMENT: Jitterbit reserves the right to change these terms and this agreement at any time. If Jitterbit changes this agreement, notice of the change will be by posting a notice at https://dataloader.jitterbit.com. The Licensee's continued use of the Jitterbit Software after the effective date of any changes in this agreement shall be considered by Jitterbit to be acceptance by the Licensee of the modified agreement.

  10. GENERAL: This Agreement is the entire agreement between Licensee and Jitterbit relating to the Jitterbit Software and its use. This Agreement supersedes all prior or contemporaneous oral or written agreements governing the use of the Jitterbit Software or any communications, proposals, and representations with respect to the Jitterbit Software. For royalty-free use, this Agreement may be terminated, suspended, or limited, by Jitterbit at any time on written or electronic notice to Licensee and Licensee may terminate this Agreement at any time on written notice to Jitterbit. On termination of this Agreement for any reason, Licensee shall cease use and destroy all copies of the Jitterbit Software and the Documentation in its possession. Jitterbit's right to further use or process Licensee's data shall likewise terminate at such time, except that Licensee shall be solely responsible for retrieving its data from the Jitterbit Software, which Jitterbit may delete or purge in whole or in part on termination (any retained copies shall, for the period so retained in accordance with Jitterbit's data retention policies, continue to be subject to the confidentiality, ownership, and use restrictions set forth in this Agreement). The confidentiality, ownership, use limitations, limitations of liability and disclaimers of warranty and damages contained herein shall survive termination of this Agreement for any reason. No provision hereof shall be deemed waived unless such waiver shall be in writing and signed by Jitterbit. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. The laws of the State of California, excluding its conflicts of law rules, govern this Agreement. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. The courts located within the county of Alameda, California shall be the exclusive jurisdiction and venue for any dispute or legal matter arising out of or in connection with this Agreement.

If you have any questions regarding this Agreement or wish to request any information from JITTERBIT, please write to JITTERBIT, INC. 1101 Marina Village Parkway, Suite 201, Alameda, CA 94501; telephone: 1.877.852.3500; or visit the community support page at https://dataloader.jitterbit.com.