Legal Terms for Medallia Mobile for Android
Last reviewed and updated March 15, 2014
This is a legally binding agreement. Please read it carefully. By installing or using the Medallia Mobile for Android software and/or any updates to such software (the “Software”) provided by Medallia, Inc. (“Medallia”), you:
- agree to the following terms on behalf of the Medallia customer with which you are employed, affiliated or associated (the “Customer”),
- represent that you have the authority to bind the Customer to these terms, and
- represent that you are authorized to use Medallia’s solution under a separate subscription agreement between Medallia and the Customer.
If you do not have such authority, are not authorized to use Medallia’s solution, or do not agree to these terms, you may not install or use the Software. Google Inc. may, at any time and without notice, restrict, interrupt or prevent the use of the Software, or delete the Software from your or the Customer’s Android devices, or require Medallia to do any of the foregoing, without entitling the Customer or you to any refund, credit or other compensation from Medallia or any third party (including, but not limited to, Google Inc. or your network connectivity provider).
This Agreement was last updated on July, 28, 2017. It is effective between the Customer and Medallia as of the date you first download, install or use the Software, whichever is earliest.
1. THIS AGREEMENT
This Agreement is part of the Statement of Work (the “SOW”), or comparable subscription agreement, by which the Customer subscribed to Medallia’s software-as-a-service solution for enterprise feedback management (the “Medallia Solution”). The SOW and this Agreement are governed by the Medallia Subscription Agreement or comparable master agreement (the “MSA”). This Agreement adjusts certain terms of the MSA, solely with respect to the Software.
2. THE SOFTWARE
The Software allows Medallia customers to use the Medallia Solution from Supported Android Devices. A “Supported Device” is a combination of a mobile device running Android software and an Android software version(s) that is supported by the Software.
3. WHO YOU ARE CONTRACTING WITH
This Agreement is being entered into between Medallia and the Customer.
4. SOFTWARE LICENSE
The Software, including software embedded in the Software, is licensed, not sold, to the Customer by Medallia. Medallia reserves all rights not expressly granted to the Customer. You or the Customer own the media or device on which the Software is recorded or stored but Medallia retains ownership of the Software itself.
5. PERMITTED LICENSE USES AND RESTRICTIONS
- This Agreement allows you, as an authorized User under the MSA, to use the Software on any Supported Android Device that the Customer owns or controls, and on no other devices.
- The Software may be used solely for the purpose of accessing the Medallia Solution that the Customer has the right to use under a subscription agreement and only during the term of such agreement. For the avoidance of doubt, this Agreement does not include a subscription for the Medallia Solution.
- You may not distribute or make the Software available over a network where it could be used by multiple devices at the same time.
- With respect to updates to the Software that Medallia may make available for download, this Agreement allows you to download such Software updates to update or restore the Software on any Supported Android touch Device that the Customer owns or controls. This Agreement does not allow you to update or restore Android devices that the Customer does not control or own.
- Except as and only to the extent permitted by the applicable law, or by licensing terms governing use of open-sourced components included with the Software, neither you nor any other Customer personnel may copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, decrypt, modify, or create derivative works of the Software or Software updates, or any part thereof. Any attempt to do so is a violation of the rights of Medallia and its licensors. If you or any other Customer personnel breach this restriction, you or they, and the Customer, may be subject to prosecution and damages.
- The Customer may not rent, lease, lend redistribute or sublicense the Software. The Customer may, however, allow other authorized users under the MSA to use the Software in connection with a re-assignment of the Supported Android Device to another authorized user under the MSA.
- The Software is available only for Supported Android Devices, and may not be available for all Android devices.
6. TERM AND TERMINATION
Medallia may terminate this Agreement upon notice to the Customer if any third party (including, but not limited to, Google Inc. or your network connectivity provider) restricts, prevents or ceases to authorize the installation or use of the Software on Android devices or over your network. In addition, this Agreement shall terminate immediately and automatically upon any termination of the Customer’s subscription to the Medallia Solution. Upon any such termination, the Customer (including you) shall no longer be permitted to use the Software, and shall delete or destroy all copies of the Software in its (including your) possession. Termination of this Agreement shall not entitle the Customer to any refund, credit, or other compensation from Medallia under the MSA or any other agreement or from any third party.
7. SERVICE LEVEL AGREEMENT
Any service level agreement in effect between the Customer and Medallia shall not apply to the Software.
9. NO WARRANTY
YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE LICENSED SOFTWARE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND ANY SERVICES PERFORMED OR PROVIDED BY THE SOFTWARE ARE PROVIDED “AS IS” AND ‘AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND MEDALLIA HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SOFTWARE, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS. MEDALLIA DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SOFTWARE, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE SOFTWARE WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MEDALLIA OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SOFTWARE PROVIDE DEFECTIVE, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO YOU.
10. LIMITATION OF LIABILITY
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL MEDALLIA BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SOFTWARE, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT OR OTHERWISE) AND EVEN IF MEDALLIA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU. In no event shall Medallia’s total liability to you for all damages exceed the amount you paid for the Software. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose. Medallia reserves the right to change, suspend, remove, or disable access to the Software at any time without notice. In no event will Medallia be liable for the removal or disabling of access to the Software. Medallia may also impose limits on the use of or access to the Software, in any case and without notice or liability.
11. GOVERNING LAW, JURISDICTION, AND VENUE
This Agreement shall be governed by the laws of the State of California and the United States without regard to conflicts of laws provisions thereof, and without regard to the United Nations Convention on the International Sale of Goods or the Uniform Computer Information Transaction Act. Both parties hereby submit to the jurisdiction of courts in Santa Clara County, California.
12. ADDITIONAL TERMS RELEVANT TO GOOGLE INC.
- This Agreement is between the Customer and Medallia only, and not with Google. Medallia is solely responsible for the Software.
- The Google Play marketplace is owned and operated by Google Inc. Your use of Google Play is governed by a legal agreement between you and Google consisting of the Google Terms of Service (found at http://www.google.com/accounts/TOS) and the Google Play Terms of Service (found at https://play.google.com/intl/en-US_us/about/play-terms.html and together with the Google Terms of Service called the “Terms”). In addition, your use of Google Play is subject to the Google Play Business and Program Policies (http://play.google.com/about/android-developer-policies.html). The Google Play Market Terms of Service, Google Play Business and Program Policies, and Google Terms of Service shall take precedence in that order in the event of a conflict between them, to the extent of such conflict
- Google has no obligation to provide maintenance or support services for the Software. However, Medallia may, even if it is not obligated to, provide support. Support requests, as well as questions, complaints or claims regarding the Software, may be directed to Medallia Customer Support, which Users may access through the “Contact Support” option in the Software.
- To the maximum extent permitted by applicable law, Google will have no warranty obligation whatsoever with respect to the Software, and will not be liable for any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty.
- Google shall not be responsible for addressing any claims by you, the Customer or any third party relating to the Software or your or the Customer’s possession and/or use of the Software, including but not limited to (i) product liability claims, (ii) any claim that the Software fails to conform to any applicable legal or regulatory requirement, or (iii) claims arising under consumer protection or similar legislation.
- Google shall not be responsible for the investigation, defense, settlement or discharge of any claim that the Software or your or the Customer’s possession and use of the Software infringes a third party’s intellectual property rights.
- The Customer or you represent and warrant that (i) the Software will not be downloaded or used in, or transported to, a country that is subject to a U.S. Government embargo, or has been designated by the U.S. Government as a “terrorist supporting” country, and (ii) neither you, the Customer nor any User is listed on any U.S. Government list of prohibited or restricted parties.
- Medallia’s address is 450 Concar Drive, San Mateo, CA 94402.
- Notwithstanding anything to the contrary in the MSA, Google and its subsidiaries are third-party beneficiaries of this Agreement, and have the right (and shall be deemed to have accepted the right) to enforce this Agreement against you and the Customer