Software License Agreement – Version 3
This Software License Agreement (“Agreement”) is a legal contract between you (“Licensee”) and Nextian (“Licensor”) and governs your use of the Software. By downloading, installing, accessing, or using the Software in any environment (including, but not limited to, on-premise systems, cloud infrastructure, or third-party platforms such as AWS or Salesforce), you agree to be bound by the terms of this Agreement.
1. Definitions
“Software” refers to any proprietary software products provided by Licensor, including but not limited to executable code, Salesforce packages, configurations, APIs, libraries, scripts, and associated documentation, whether hosted by the Licensee (on-premise), deployed to Licensee’s cloud environment, or installed via Salesforce AppExchange.
“License Term” means the duration of the granted license—either perpetual (“Open License”) or time-limited (“Subscription License”) as specified at the time of purchase or activation.
“Authorized Users” are employees or contractors of the Licensee using the Software solely for the Licensee’s internal business purposes.
“Deployment Environment” means any system on which the Software is installed or run, including on-premise servers, virtual machines, Salesforce orgs, or cloud platforms (e.g., AWS, Azure).
2. License Grant
Subject to Licensee’s compliance with this Agreement and payment of applicable fees, Licensor grants the Licensee a non-exclusive, non-transferable, non-sublicensable license to:
- Install and use the Software on the Licensee’s infrastructure or licensed third-party platforms (e.g., Salesforce, AWS);
- Access and operate the Software through supported interfaces or environments;
- Allow use by Authorized Users solely for internal business purposes.
License type (Open or Subscription) will be identified in the ordering or activation process. Subscription Licenses are valid only for the licensed term and may expire automatically unless renewed.
3. Deployment and Hosting
The Software may be:
- Installed on Licensee-controlled infrastructure (on-premise or IaaS);
- Deployed in a Licensee-owned cloud environment such as AWS;
- Accessed via licensed platforms such as Salesforce, subject to their separate platform terms.
The Licensee is responsible for securing its own environment and access controls.
4. Salesforce Package Terms
4.1. Access and Installation
The Software may be installed into the Licensee’s Salesforce organization (“org”) as a managed or unmanaged package, either through AppExchange or a direct installation link provided by Licensor. Licensee is solely responsible for managing access controls, user permissions, and data security within its Salesforce environment.
4.2. Platform Terms Govern Use
Use of the Software within Salesforce is subject to Salesforce’s applicable platform terms, including but not limited to its Terms of Use, Privacy Policy, and Security Guidelines. Licensee agrees to comply with such terms. In the event of a conflict between this Agreement and Salesforce platform terms, the more restrictive terms shall govern with respect to platform usage and behavior.
4.3. Data Residency and Compliance
Unless explicitly stated in the Software documentation, Licensor does not store, process, or transmit any data from the Licensee’s Salesforce org. All data handled by the Software remains resident within Licensee’s Salesforce environment. Licensee is solely responsible for ensuring compliance with data protection laws and regulations (including, but not limited to, GDPR, HIPAA, and CCPA).
4.4. Termination of AppExchange License
If the Software is uninstalled or the associated AppExchange listing is retired, the terms of this Agreement shall continue to apply until Licensee discontinues all use of the Software and removes all related components from its Salesforce environment.
5. Restrictions
Licensee shall not:
- Reverse engineer, decompile, disassemble, or modify the Software except where permitted by law;
- Lease, rent, sublicense, resell, or offer the Software as a managed service to third parties;
- Circumvent license restrictions or attempt to gain unauthorized access to paid features;
- Use the Software in violation of applicable laws or third-party platform terms.
6. Ownership
The Software is licensed, not sold. All rights, title, and interest in the Software, including all intellectual property rights, remain with Licensor or its licensors.
7. Open-Source Components
The Software may include or be distributed with open-source software components licensed under separate open-source license terms (“Open-Source Components”). These components are not licensed under this Agreement but are instead licensed to Licensee under the applicable open-source licenses.
Licensee agrees to comply with the applicable open-source license terms, which may grant additional rights or impose additional obligations when using, copying, or distributing such components.
Nothing in this Agreement limits Licensee’s rights under, or grants rights that supersede, the license terms of any applicable open-source license.
8. Data Handling
If the Software includes cloud-based features (e.g., updates, logging, or usage analytics), Licensee agrees that Licensor may collect technical and usage information. No personally identifiable information is collected unless explicitly stated in the product’s privacy terms or agreed separately.
For Salesforce or AWS deployments, data residency and security are the responsibility of the Licensee’s environment and access controls.
9. Updates and Support
Licensor may, at its discretion, provide software updates, enhancements, bug fixes, or patches. Availability of updates may depend on the Licensee’s license type and current support status.
Unless a separate support agreement is executed between Licensor and Licensee, standard technical support is provided in accordance with the terms published at: https://nextian.com/technical-support-terms-and-conditions/.
Use of any update or new release is subject to the terms of this Agreement, unless accompanied by a separate license. Licensor is under no obligation to provide support or updates to Licensees without an active support entitlement.
10. Termination
This Agreement terminates automatically upon:
- Expiration of a Subscription License without renewal;
- Breach of any term by Licensee not cured within 30 days;
- Licensee ceasing use and deleting all copies of the Software.
Upon termination, all use of the Software must cease and all instances must be removed.
11. Warranty Disclaimer
The Software is provided “AS IS” and without warranties of any kind, express or implied. Licensor does not warrant that the Software will be error-free or uninterrupted. To the maximum extent permitted by law, all implied warranties, including merchantability and fitness for a particular purpose, are disclaimed.
12. Limitation of Liability
To the maximum extent permitted by law, Licensor shall not be liable for any indirect, incidental, or consequential damages. Total liability shall not exceed the fees paid by Licensee for the affected Software license within the prior twelve (12) months.
13. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict-of-law provisions. Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Collin County, Texas, U.S.A., and the parties hereby consent to the jurisdiction and venue of such courts.
14. Entire Agreement
This Agreement represents the complete agreement between the parties regarding the Software and supersedes all prior or contemporaneous terms. Additional terms (e.g., data processing, support SLAs) may apply as outlined in separate service agreements or purchase documents.
By downloading, installing, or accessing the Software, you acknowledge that you have read, understood, and agree to the terms of this Agreement.
