1. LICENSE AND OWNERSHIP.

1.1 Hosted Application. Subject to the terms of this Agreement, including without limitation, the payment of the fees set forth in this Agreement, RO hereby grants to Client a non-sub-licensable, non-transferable, non-exclusive license to access the RO hosted application software via the world wide web (the “Application”) for use by Client’s employees, independent contractors, Client’s direct customers and Client prospective customers (“Customers”), and Client’s channel partners (“Partners”) and with a maximum number of User accounts as specified in this Agreement. A “User” is defined as a single individual. Logins may not be shared. Client may add additional Users at anytime by notifying RO via email or postal mail. Client may reduce the number of Users only after the first year anniversary of thisAgreement. RO will provide updates and modifications to the software from time to time. Client shall make no attempt to: (a) alter, modify, improve, reverse engineer, disassemble or de-compile the Solutions; (b) interfere in any manner with the hosting of the Application or the RO Solution associated therewith; or (c) sublicense or transfer any of Client’s rights under this Agreement, except as otherwise provided in this Agreement, or otherwise use the RO Solution for the benefit of a third party to this Agreement. All intellectual property delivered to Client by RO shall remain the property of RO unless specifically specified in a statement of work signed by both parties that references this Agreement.

1.2 Late fees. Fees not paid within the specified time will accrue interest at a rate of 1% per month compounded monthly and Client shall be liable to RO for all costs associated with collecting such fees, including attorneys’ fees, court and other collection costs.

1.3 Increases. After the initial term of this Agreement, license fees shall increase 5% at the beginning of each subsequent year of service.

2. TERM AND TERMINATION.

2.1 Term. This Agreement shall have an initial 12 month term. After that period the Agreement shall be automatically renewed for successive one (1) year periods (“Renewal Terms”) and payment for the renewal shall be due per this Agreement, unless either party indicates its intention in writing to the other party not to renew the Solutions under this the Agreement sixty (60) days’ prior to the end of the then current term.

2.2 Termination. In the event that Client fails to make any payments due hereunder, is late in making any payment, or defaults in any other term of this Agreement, and fails to cure such breach within 30 days of receiving written notice of such breach, RO may terminate this Agreement immediately by giving written notice of its intent to do so. Failure of RO to terminate this Agreement for any default, or any nonpayment or late payment of one payment shall not be construed as a waiver of its right to terminate this Agreement should a subsequent default occur, or a subsequent payment or payments be late or not made. RO’s right to terminate this Agreement as stated in this paragraph shall be in addition to any other remedy it may have, and RO may collect any amounts due, plus late fees, interest, costs, attorneys fees, and other damages incurred as the result of Client’s default after termination of this Agreement. Client may terminate this Agreement on written notice to RO, if RO materially breaches this Agreement and fails to cure such material breach within 30 days of written notice by Client to RO specifying the breach.

2.3 Effect of Termination. Upon termination of this Agreement RO will promptly cease performing the RO Solutions and all services and all Client access to the RO Solution and the Applications shall be immediately terminated. The following provisions shall survive the termination or expiration of this Agreement: The obligation to pay all amount  due under this Agreement which accrue prior to termination, Articles 3, 4, and 5 in their entirety and this paragraph.

3. LIMITED WARRANTY, INDEMNIFICATION, LIABILITY AND RELEASE.

3.1 RO will make commercially reasonable efforts to provide the Solutions error-free, uninterrupted, secure and virus-free. Except as explicitly stated in this Agreement, the Applications, Reports, Solutions, and all other data, services and materials provided in connection with this Agreement by RO and its suppliers are provided “as is” without representations or warranties of any kind other than explicitly stated in this Agreement. Neither RO, nor its third-party service or software providers, shall have any liability whatsoever for any decision made or action taken by Client or Client’s Customers in reliance upon the RO Solution.

3.2 RO shall defend and indemnify Client, their respective directors, officers, shareholders, employees, agents, and subcontractors (the “Indemnitees”) from and against any and all liability, claims or demands and causes of action resulting from RO’s infringement of any third party’s intellectual property rights which may be asserted against the Indemnitees or which the Indemnitees individually or collectively, may suffer, arising in any way out of any action taken by the other party or any other person or entity. Client shall indemnify RO, its respective directors, officers, shareholders, employees, agents and subcontractors (the “RO Indemnitees”) from and against any and all liability, claims, demands and causes of action resulting from Client’s prospective customers utilization of Client’s marketing collateral that is accessed through the RO Solution. Indemnification liability of each party under this section shall be limited to the total first year order price.

4. CONFIDENTIALITY.

4.1 Confidential Information shall be comprised of all activity and use of the RO Solution by Client and Client’s prospective customers and any other documents or information, which either party may designate in writing or clearly label as confidential. Except as necessary for delivery of the Solutions under this Agreement, each party agrees that it will not disseminate, or in any way disclose the other party’s Confidential Information nor the terms of this Agreement to any person, firm or business, except as authorized by this Agreement and to the extent necessary for performance or enforcement of this Agreement. Each party agrees that it will disclose Confidential Information only to those of its employees and contractors who need to know such information in order to perform their job duties and contractual obligations and who have previously agreed to be bound by non-disclosure terms and conditions comparable to, but in any event not less restrictive than, the non-disclosure obligations of this Agreement. Client acknowledges that RO may, however, utilize and disclose only in an anonymous and aggregated basis data on usage of the RO Solution for purposes such as conducting benchmarks, statistical studies, analysis and other such amalgamations of the data.Each party agrees that it will treat all Confidential Information of the other party with the same degree of care as it accords its own valuable Confidential Information; each party represents that it exercises reasonable care to protect its own valuable Confidential Information. However, a party bears no responsibility for safeguarding the Confidential Information of the other party that is (i) publicly available, (ii) already in such party’s possession, as of the date of disclosure hereunder, and not subject to a confidentiality obligation, (iii) obtained by such party from third parties without restrictions on disclosure, or (iv) independently developed by such party without reference to the Confidential Information of the other party. Notwithstanding the foregoing, a party receiving Confidential Information shall not be in violation of this Article 7 with regard to a disclosure that was in response to a valid order of a court or tribunal of competent jurisdiction, or pursuant to any applicable law or regulations, provided that the receiving party provides the other party with prior written notice of such disclosure in order to permit the other party to seek confidential treatment of such information.

4.2 Client authorizes RO to include Client company name on lists of existing RO customers. Client authorizes RO to conduct satisfaction surveys of Client prospects that visit the RO application as a result of invitations sent by Client. Client authorizes RO to send occasional periodic update and informational emails to registered users of the solution from Client company.

5. GENERAL PROVISIONS.

5.1 Agreement Not to Solicit: The parties hereto agrees that, during the term of this Agreement and for one year following the termination hereof for any reason, neither party shall employ or otherwise solicit for hire or use the services of any employee of the other, or former employee or agent of the other, without such other party’s prior written consent. As used in the previous sentence, the term “solicit” shall not include general advertising for applicants for a position.

5.2 Entire Agreement; Amendments; Waiver. This Agreement, including the exhibits, if any, sets forth the entire understanding and agreement of the parties, and supersedes any and all prior oral or written agreements or understandings between the parties, as to the subject matter of this Agreement. This offer and the acceptance of this offer are expressly limited to the terms and conditions stated herein.  The terms and conditions contained herein shall control, and purchase orders or other offers to purchase Products or services from RO which contain language modifying, adding to or which are inconsistent with the terms and conditions contained herein are expressly rejected. Such offers are inoperative and not binding against RO.  None of the terms and conditions contained herein may be amended or added to except by an agreement in writing signed by an officer of RO, which writing specifically refers to this document by its title and effective date. The waiver of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

5.3 Force Majeure. Except as otherwise provided, if performance hereunder (other than payment) is interfered with by any condition beyond a party’s reasonable control, the affected party, upon giving prompt notice to the other party, shall be excused from such performance to the extent of such condition. Each party acknowledges that website operations may be affected by numerous factors such as power outages, telephone and communication line failures, equipment failures and other matters which are outside of a party’s control.

5.4 Governing Law, Jurisdiction and Venue. Should RO be required to file a complaint, this Agreement will be governed and construed in accordance with the laws of the State of Colorado without giving effect to conflict of laws principles and both parties will submit to personal jurisdiction in Colorado. Should Client be required to file a complaint then this Agreement will be governed and construed in accordance with the laws of the State of Colorado without giving effect to conflict of laws principles and both parties will submit to personal jurisdiction in Colorado. Independent Contractors. The parties are independent contractors, and no agency, partnership, franchise, joint venture, or employment relationship is intended or created by this Agreement. Neither party shall make any warranties or representations on behalf of the other party.

5.5 No Implied Licenses. There are no implied licenses under this Agreement, and any rights not expressly granted to a licensee hereunder are reserved by the licensor or its suppliers. All rights not specifically granted to Client are reserved by RO.

5.6 Severability. If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision that most closely approximates the intent and economic effect of the invalid provision.

5.7 Costs and Attorneys’ Fees. In the event any action, proceeding or litigation, judicial or non-judicial, arises out of the subject matter of this Agreement, the prevailing party shall be entitled to payment of all costs, expenses and attorney fees incurred, including those incurred on appeal and for collection of a judgment. Description of Standard Functionality RO|ReferenceView to Salesforce.com

Overview

The RO’s RO|ReferenceView-to-Salesforce standard integration provides seamless user access from Salesforce.com to RO|ReferenceView Application. The integration also passes key customer and contact information from Salesforce.com records to various workflows of RO|ReferenceView. The integration is designed on the assumption that Salesforce.com is the system of record for Customer and Contact information, and that all data passed from Salesforce.com to RO|ReferenceView is accurate. This integration will require Client to provide a Salesforce.com logon seat for use on an ongoing basis by the RO|ReferenceView Application. RO Innovation will provide a breakdown of all required data objects / fields required by their application.

RO Innovation shall provide non-prod (test) and prod environments for this implementation. The tool shall first be implemented in test for functional & IT validation before any changes move to production. The application must also pass the black box security assessment before any changes are moved into production.

Summary of use models supported through the Standard Salesforce.com-to-RO|ReferenceView integration:

1. Single Sign-on The integration enables seamless access to RO|ReferenceView from a user’s Salesforce.com user account. Access is enabled from the Salesforce Home, Opportunities, Accounts and Contacts screens. Custom links are established on these Salesforce tabs to enable access to the following RO|ReferenceView features:

  • Find and Request a Reference
  • Nominate a Reference
  • View My Reference Requests
  • View My Nominations
  • Find Assets and Send Spotlights

A user account is established in RO|ReferenceView the first time that the user accesses RO|ReferenceView from one of these links in Salesforce.com

In addition to direct access to these features in RO|ReferenceView, the integration enables passing of data from Salesforce.com to RO|ReferenceView:

1. Request a Reference

  • On the “Request a Reference Screen” Requestor Name, Requestor Email, Company Name, Sales Stage and Deal Size information are populated from the Salesforce.com Opportunity record, from which RO|ReferenceView access was initiated

2. Nominate a Reference

  • When login is a Portal User, the nominator contact information, nominee company and contact information is populated from Salesforce.com
  • When login is a Reference Manager, the user selects a Nominator, the Nominator name and email address is taken from the RO|ReferenceView user table. This table is populated either from the Salesforce.com or from user records that are added directly to the RO|ReferenceView system
  • When a nomination is “approved” a customer record is instantiated in RO|ReferenceView if it does not previously exist

3. Add a New Reference

  •  On the “Add a Reference” screen, the list of active customers (company name) is populated from Salesforce.com into a dropdown list, from which the user selects to create a new customer record in RO|ReferenceView.
  • When a Customer is selected, the customer contact information is populated from Salesforce.com (Company Name, Site, Address, City, State, Postal Code, Country) into the RO|ReferenceView record

4. Add a New Contact

  • On the “Add a Contact” screen, the list of contacts is populated from the Account/Contacts record from Salesforce.com into a dropdown list, from which the user selects to create a new contact record in RO|ReferenceView
  • When a contact is selected, the contact information (First Name, Last Name, Email, Title, Phone, Alternate Phone, Fax) is populated from Salesforce.com
  • Contacts do not appear on the dropdown list if the contact has already been added to RO|ReferenceView

5. Find Assets and Send Spotlights

  • Portal users can initiate the processes from within an Saleseforce.com opportunity, to find Assets and send Spotlights in Reference View, to contacts associated with the Salesforce.com opportunity.

Information about the Opportunity (Account, Sales Stage, Deal Size) are passed to the Spotlight

Within Reference View, asset utilization and contact visits to spotlights, associated with a Salesforce.com Opportunity can be tracked

6. Information Passed from RO|ReferenceView to Salesforce.com

Reference Nomination status is passed from RO|ReferenceView to the Contacts Tab in Salesforce.com. The following information is passed

  • Account
  • Date
  • Nomination Status
  • Reject Reason

Reference Request status is passed from RO|ReferenceView to the Opportunities Tab in Salesforce.com. The following information is passed

  • Request Date
  • Requestor
  • Request Type
  • Status
  • Deadline

Spotlight Invitation and Visit activity is passed from RO|Reference View to a related list in the Opportunities Tab in Salesforce.com. The following information is passed

  • Created Date
  • Spotlight Name
  • Invitee
  • Visited
  • Visit Date
  • Assets Viewed

The Salesforce.com-to-RO|ReferenceView integration is also configured to integrate data fields that reside on the Salesforce.com standard objects; Accounts, Opportunities and Contacts. The integration is capable of supporting integration to other data fields that reside on Custom objects. RO will provide a separate quote for integration to Custom objects and other custom integration requirements.

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