End User Licence Agreement
This End User Licence Agreement (the "Agreement") is between Kshiprex Private Limited, a company incorporated in India, CIN [CIN], registered office [registered address] ("Kshiprex", "we", "us"), and the organisation that subscribes to Bindery ("Customer", "you").
By installing the Bindery managed package, connecting a QuickBooks Online company to Bindery, or otherwise using the Service, you accept this Agreement. If you are accepting it for an organisation, you confirm that you have authority to bind that organisation.
1. Definitions
- Package — the Bindery managed package published on Salesforce AppExchange and installed in Customer's Salesforce org.
- Relay — the hosted service operated by Kshiprex that brokers authorisation and API traffic between the Package and QuickBooks Online.
- Service — the Package and the Relay together, with the accompanying documentation.
- Customer Data — the records and content Customer synchronises, or instructs the Service to synchronise, between Salesforce and QuickBooks Online.
- Order — the applicable subscription order: the terms shown on the Bindery listing on Salesforce AppExchange or the QuickBooks App Store, or a signed order form between the parties.
- Subscription Term — the period stated in the Order, including any renewal.
2. Licence and right to use
Subject to this Agreement and to payment of the fees, Kshiprex grants Customer, for the Subscription Term, a non-exclusive, non-transferable, non-sublicensable and revocable right to install and use the Package in the Salesforce orgs identified in the Order, and to access the Relay, in each case for Customer's own internal business purposes and in accordance with the documentation.
The Service is licensed, not sold. All rights not expressly granted are reserved to Kshiprex and its licensors.
3. Restrictions
Customer will not, and will not permit any third party to:
- reverse engineer, decompile or disassemble the Service, except to the extent that this restriction is unenforceable under applicable law;
- resell, sublicense, lease, or operate the Service as a service for any third party;
- remove or obscure any proprietary notice;
- exceed the licensed scope, including the number of Salesforce orgs or connected QuickBooks Online companies stated in the Order;
- use the Service, or information gained from it, to build or assist in building a competing product;
- conduct penetration testing, load testing or vulnerability scanning against the Relay without Kshiprex's prior written consent;
- use the Service in breach of applicable law, the Intuit Developer Terms, the Intuit and Salesforce API terms of service, or the Salesforce AppExchange programme terms.
4. Customer responsibilities
Customer is responsible for maintaining valid Salesforce and QuickBooks Online subscriptions, configuring field mappings and sync rules, keeping its credentials and user access secure, and ensuring it has the right and a lawful basis to process the Customer Data it synchronises.
Bindery previews each sync and waits for approval before writing. Customer is responsible for reviewing each preview before approving it, and remains responsible for the accuracy and completeness of its own books of account and for reconciling records written by the Service. The Service does not provide accounting, tax, audit or legal advice.
5. Fees and payment
Fees are those set out in the Order. Unless the Order says otherwise:
- fees are exclusive of goods and services tax, value added tax, withholding and other taxes, which Customer bears;
- invoices are payable within 15 days of the invoice date;
- overdue amounts may bear interest at 1.5% per month, or the maximum the law allows, whichever is lower;
- Kshiprex may suspend the Service after giving 10 days' written notice of non-payment, and will restore it promptly once the account is settled;
- fees are non-refundable except as set out in clause 6.3 or clause 13.1.
Kshiprex may change its fees with effect from the start of a renewal term, on at least 30 days' written notice before the renewal date.
6. Term, renewal and cancellation
6.1 Term. The Subscription Term begins on the start date in the Order, or on first connection of a QuickBooks Online company if earlier, and renews automatically for successive periods of the same length unless cancelled.
6.2 Cancellation. Customer may cancel through the in-app subscription settings, or by writing to aman@kshiprex.com, at any time before the renewal date. Access continues to the end of the period already paid for.
6.3 Refunds. Monthly subscriptions are not refundable for part months. An annual subscription cancelled within 30 days of its first purchase is refundable in proportion to the unused term. No refund is due where this Agreement is terminated for Customer's breach.
6.4 Termination for cause. Either party may terminate this Agreement on written notice if the other commits a material breach and fails to cure it within 30 days of notice.
6.5 Effect of termination. Customer's right to use the Service ends, and Customer should disconnect each QuickBooks Online company and uninstall the Package. Kshiprex deletes Customer's account data in line with the Privacy Policy. Records the Service has already written into Customer's Salesforce org or QuickBooks Online company remain Customer's property and are unaffected. Clauses 7 to 9, 11 to 15 and 18 survive.
7. Customer Data, privacy and data protection
Customer retains all right, title and interest in Customer Data. Kshiprex claims no ownership of it.
Kshiprex processes Customer Data only to provide and support the Service, acting as a processor on Customer's instructions, as described in the Privacy Policy. Where applicable data protection law requires one, Kshiprex's Data Processing Addendum applies and is incorporated into this Agreement by reference; a copy is available from aman@kshiprex.com.
Kshiprex does not use Customer Data, or anything derived from it, to train machine learning or artificial intelligence models.
8. Confidentiality
Each party will protect the other's confidential information with at least reasonable care, use it only to perform this Agreement, and not disclose it except to personnel and advisers who need it and are under equivalent obligations. These duties last for three years after disclosure, and indefinitely for Customer Data and for the Service's source code. They do not apply to information that is public through no breach, was already known free of obligation, is independently developed, or must be disclosed by law, provided the receiving party gives prompt notice where it lawfully may.
9. Intellectual property and feedback
Kshiprex and its licensors own the Service and all intellectual property rights in it, including any improvement or modification. If Customer gives feedback or suggestions, Kshiprex may use them without restriction or obligation, and Customer grants a perpetual, irrevocable, royalty-free licence for that purpose. Feedback does not have to include, and Kshiprex asks Customer not to include, Customer's confidential information.
10. Support
During the Subscription Term, Kshiprex provides support by email at aman@kshiprex.com during business hours in India, Monday to Friday, excluding public holidays, with a target first response of one business day. Any uptime or resolution commitment applies only if it is stated in the Order. Kshiprex is not responsible for unavailability caused by Salesforce, Intuit, or Customer's own configuration or network.
11. Warranty and disclaimer
Kshiprex warrants that the Service will perform materially in accordance with its documentation during the Subscription Term. If it does not, Customer should report the problem promptly, and Kshiprex will use reasonable efforts to correct it. If Kshiprex cannot do so within a reasonable period, Customer may terminate this Agreement and receive a refund of fees prepaid for the unused part of the term. That is Customer's sole and exclusive remedy for breach of this warranty.
Except as expressly stated in this clause, the service is provided "as is" and "as available", and Kshiprex disclaims all other warranties, conditions and representations, whether express, implied or statutory, including any warranty of merchantability, fitness for a particular purpose, non-infringement, or that the service will be uninterrupted, error free, or that any record it writes will be free of error. Customer acknowledges that Bindery presents a preview of every sync for approval before it writes, and that Customer is responsible for reviewing each preview and for reconciling its own books of account.
12. Limitation of liability
Neither party is liable for indirect, incidental, special, consequential, punitive or exemplary damages, or for lost profits, lost revenue, lost goodwill, loss or corruption of data, or the cost of substitute services, even if advised of the possibility.
Each party's total aggregate liability arising out of or relating to this Agreement is limited to the fees paid or payable by Customer under the Order in the twelve months immediately before the first event giving rise to the claim.
The exclusions and the cap above do not apply to Customer's obligation to pay fees, to either party's breach of clause 8 (Confidentiality), to Kshiprex's indemnity under clause 13.1, to Customer's indemnity under clause 13.2, or to any liability that cannot be limited or excluded under applicable law, including liability for fraud, wilful misconduct, or death or personal injury caused by negligence.
13. Indemnities
13.1 By Kshiprex. Kshiprex will defend Customer against any third party claim that the Service, used as permitted by this Agreement, infringes that third party's intellectual property rights, and will pay damages finally awarded or agreed in settlement. Kshiprex may, at its option, modify the Service, obtain a licence for continued use, or terminate the affected subscription and refund fees prepaid for the unused term. This indemnity does not cover claims arising from modification of the Service by anyone other than Kshiprex, combination with products Kshiprex did not supply, or use in breach of this Agreement.
13.2 By Customer. Customer will defend Kshiprex against any third party claim arising from Customer Data, from Customer's use of the Service in breach of law, or from breach of clause 3 or clause 4, and will pay damages finally awarded or agreed in settlement.
13.3 Conditions. The indemnified party must give prompt notice, let the indemnifying party control the defence, and give reasonable cooperation. No settlement that imposes an obligation on the indemnified party is binding without its consent.
14. Salesforce, Intuit and other third party platforms
The Service depends on the Salesforce Platform and the QuickBooks Online API. Customer's use of those platforms is governed by Customer's own agreements with Salesforce, Inc. and Intuit Inc.
Neither Salesforce nor Intuit is a party to this Agreement. Neither gives any warranty in respect of the Service, and neither has any obligation or liability to Customer in connection with it. Bindery is not an Intuit or Salesforce product and is not affiliated with, endorsed by or sponsored by either company.
If Salesforce or Intuit changes, deprecates or withdraws an API or capability the Service relies on, Kshiprex may modify or discontinue the affected functionality on reasonable notice. Where that materially reduces the Service, Customer may terminate the affected subscription and receive a refund of fees prepaid for the unused term.
15. Compliance, export and sanctions
Each party will comply with applicable anti-bribery, anti-corruption, export control and economic sanctions laws. Customer confirms that it is not located in, and will not make the Service available to anyone located in, a country or to a person subject to sanctions that would prohibit the supply of the Service.
16. Changes to this Agreement
Kshiprex may update this Agreement from time to time. For a material change, Kshiprex will post the revised Agreement on this page and notify subscribers by email at least 30 days before it takes effect. Continued use of the Service after the effective date constitutes acceptance. A Customer that does not accept a material change may cancel before the effective date and receive a refund of fees prepaid for the unused term.
17. Governing law and disputes
This Agreement is governed by the laws of India, excluding its conflict of laws rules and the United Nations Convention on Contracts for the International Sale of Goods. The courts at New Delhi, India have exclusive jurisdiction, and each party submits to that jurisdiction. Either party may seek injunctive relief in any competent court to protect its intellectual property or confidential information.
18. General
Customer may not assign this Agreement without Kshiprex's written consent; Kshiprex may assign it to an affiliate or in connection with a merger, reorganisation or sale of the business or assets to which it relates. Neither party is liable for delay or failure caused by events beyond its reasonable control. Notices to Kshiprex go to aman@kshiprex.com, and notices to Customer go to the billing contact on the Order. If any provision is unenforceable, the rest stands. Failure to enforce a right is not a waiver. The parties are independent contractors. This Agreement, together with the Order and the Privacy Policy, is the entire agreement on its subject matter; in the event of conflict, the Order prevails, then this Agreement, then the documentation.
19. Contact
Kshiprex Private Limited, [registered address], India.
aman@kshiprex.com