End User Licence Agreement

1. How to contact Overlay Apps Ltd

If you have any questions, comments, concerns, or wish to report a violation, please contact Overlay Apps as follows:

Mail: Overlay Apps Ltd, Suite A, 82 James Carter Road, Mildenhall, Suffolk, IP28 7DE, England
Email: [email protected]
Subject: Act On It EULA

You may not use contact information provided for unauthorised purposes, including solicitations and marketing.

2. Application licence and usage

2.1 Grant of licence

Subject to your full and ongoing compliance with the terms and conditions of this EULA, Overlay Apps grants you, and you accept, a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to download, install, and use the Application and the user manuals (if any) accompanying the Application ("Documentation") for your personal use or, if you are using the Application or Documentation on behalf of an Entity, for such Entity's internal business purposes. For purposes of this EULA, the "Application" includes any updates, enhancements, modifications, revisions, or additions to the Application made by Overlay Apps and made available from time to time to end-users. Notwithstanding the foregoing, Overlay Apps will be under no obligation to provide any updates, enhancements, modifications, revisions, or additions to the Application. For purposes of this EULA, "Documentation" includes any knowledge base articles, service descriptions, white papers, and similar materials related to the Application.

2.2 Third party fees

You will be solely responsible for any charges or expenses you may incur to access or use the Application or the Documentation.

2.3 Documentation, trademarks, and copyrights

You acknowledge and agree that all content on the Application (including, without limitation, text, images, user interfaces, visual interfaces, graphics, trademarks, logos, sounds, source code and computer code, including but not limited to the design, structure, selection, coordination, expression, look and feel, and arrangement thereof) and the Documentation is the exclusive property of and owned by Overlay Apps or its licensors and is protected by copyright, trademark, trade dress, and various other intellectual property rights and unfair competition laws. These marks and copyrights may not be copied, imitated, changed, or used, in whole or in part, without the express prior written permission from their respective owners. Nothing on the Application or the Documentation will be construed as granting, by implication, estoppel, or otherwise, any licence or right to use any trademark, logo, or service mark displayed on the Application without the owner's prior written permission, except as otherwise described herein.

2.4 Copies

You may access, copy, download, and print the Documentation purposely made available by Overlay Apps for copying, downloading, and printing for your personal, non-commercial use and for your Entity's use in connection with a good faith use of the Application, provided you do not (a) modify or delete any copyright, trademark, or other proprietary notice that appears on the material; and (b) make any additional representations or warranties relating to such Documentation and materials.

2.5 Restrictions

Overlay Apps retains all right, title, and interest in the Application and Documentation and all rights not expressly granted in this EULA are reserved.

You will not, nor will you permit or allow anyone else over which you exercise control or within your Entity to:

1. except as set forth in Section 2.4, copy or reproduce the Application or Documentation in whole or in part;
2. modify, translate, or create derivative works of the Application or any portion thereof;
3. reverse engineer, decompile, disassemble, decrypt, or otherwise attempt to gain the source code to the Application, or attempt, directly or indirectly, to violate any security feature on the Application, or otherwise attempt to recreate all or any portion of the Application, except and only to the extent otherwise expressly permitted under applicable law;
4. distribute, sublicense, assign, share, timeshare, sell, rent, lease, loan, grant a security interest in, use for service bureau purposes, or otherwise transfer the Application;
5. export, re-export, divert, or transfer the Application to any country that is embargoed by the European Union, United Kingdom, or United States, or designated by their governments as a "terrorist supporting" country;
6. unless expressly authorised by Overlay Apps in writing, access or use the Application for purposes of monitoring its availability, performance, or functionality, or for any other benchmarking purpose, including authorising or undertaking a penetration test, vulnerability scan, social engineering test, or any other similar activity against the Application or Overlay Apps;
7. interfere with or attempt to interfere with the proper functioning of the Application;
8. access or use the Application to develop a service, functionality, data, or content similar to or competitive with any component of such Application;
9. except with Overlay Apps' prior written consent, access or use the Application, or any part thereof, if you or your Entity is, or is acting on behalf of or in collaboration with, a competitor of Overlay Apps, including to develop, design, or market data, content, or functionality similar to or competitive with the Application;
10. use the Application (i) in connection with any product or service that is similar to or directly or indirectly competitive with the Application; or (ii) to extract Overlay Apps' intellectual property, confidential information, or other content from the Application and incorporate or attempt to incorporate such content into any application, service, or offering that is directly or indirectly competitive with the Application;
11. remove, alter, cover, or obfuscate any copyright notices or other proprietary rights notices placed or embedded on or in the Application;
12. violate this EULA; or
13. cause, authorise, or assist any third party to do any of the foregoing.

Any unauthorised use of the Application or Documentation terminates the licences granted by Overlay Apps pursuant to this EULA.

2.6 Feedback and references

You agree that submission of any ideas, suggestions, documents, or proposals to Overlay Apps through its suggestion form, feedback form, wiki, forum, support email, or similar means ("Feedback") is at your own risk and that Overlay Apps has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Overlay Apps a fully paid, royalty-free, perpetual, irrevocable, worldwide, and non-exclusive right and licence to use, copy, reformat, display, perform, modify, disclose, distribute, adapt, create derivative works of, and otherwise commercially or non-commercially exploit in any manner any and all Feedback, and to sublicense the foregoing rights. Additionally, you agree that Overlay Apps may identify you as a customer by referencing your name and logo on Overlay Apps' website and in promotional presentations, unless you notify us in writing that you object to such use.

2.7 Data processing and storage

Overlay Apps does not access, store, transmit, or otherwise process any Customer Data outside of the Customer's Salesforce environment. The Application operates entirely within Salesforce's infrastructure, and all data remains within the Customer's Salesforce org. Overlay Apps has no visibility into or access to the content processed through the Application unless explicitly authorised by the Customer for support or troubleshooting purposes. For full details of how personal data is handled, please refer to our Privacy Policy and Data Processing Agreement, both available at act-on-it.co.uk.

2.8 Optional support access

In cases where support requires investigation within a Customer's Salesforce org, Overlay Apps may request temporary access via Salesforce's Subscriber Access feature. This access is strictly opt-in, time-limited, and must be explicitly granted by the Customer via Salesforce's standard login access mechanism. Such access will be used solely for the purpose of resolving the relevant support issue and will not be retained beyond that purpose. In the event that Overlay Apps becomes aware of any unauthorised access to or disclosure of Customer data occurring through its systems or personnel, Overlay Apps will notify the Customer without undue delay.

2.9 Free tier use

If you are using a free version of the Application (the "Free Tier"), you acknowledge and agree that:

• Overlay Apps reserves the right to modify, limit, suspend, or terminate access to any aspect or feature of the Free Tier at any time and for any reason, at its sole discretion, with or without notice.
• Overlay Apps may change the scope, features, or availability of the Free Tier without liability or obligation to you or your Entity.
• While Overlay Apps may, at its discretion, provide support to Free Tier users, it makes no guarantees or commitments regarding service levels, response times, uptime, or technical support for Free Tier users.
• Use of the Free Tier is at your own risk, and Overlay Apps disclaims all warranties and liability to the maximum extent permitted by law.

2.10 Intellectual property warranty

Overlay Apps warrants that, to the best of its knowledge, the Application does not infringe any third party intellectual property rights. In the event of a substantive claim of infringement brought to its attention, Overlay Apps will use reasonable efforts to address such claim, which may include modifying or replacing the affected component of the Application.

3. Registration and conduct

3.1 Your responsibilities

You acknowledge and agree that, as between you, your Entity, and Overlay Apps, you are responsible for all of your and your Entity's acts and omissions that constitute a breach of this EULA. You will undertake commercially reasonable efforts to make all users under your Entity's control aware of the provisions of this EULA and will cause all users to comply with such provisions. You agree and understand that you and your Entity, and not Overlay Apps, are responsible for managing whether users are authorised to access the Application and otherwise to share, disclose, create, upload, and use content with the Application, and Overlay Apps will have no obligations relating thereto.

4. Hyperlinks and third party websites

4.1 Hyperlinks

The Application and Documentation may contain links to other websites. These links are provided as a convenience and as an additional avenue of access to information. Overlay Apps is not responsible for the content of those websites or any products or services that may be offered through them and does not endorse such content, goods, or services.

4.2 Websites

Overlay Apps has no control over third party websites and makes no claim or representation regarding such websites. Overlay Apps accepts no responsibility for the quality, content, nature, or reliability of any websites accessible by hyperlink from the Application or Documentation. Different terms and conditions may apply to your use of any linked sites. Overlay Apps is not responsible for any losses, damages, or other liabilities incurred as a result of your use of any linked sites. You should refer to such websites' respective privacy policies and terms and conditions.

5. Indemnification

You agree to indemnify and hold Overlay Apps and its subsidiaries, affiliates, officers, employees, agents, partners, and licensors harmless from all losses, costs, liabilities, government investigations, and expenses (including reasonable legal fees) relating to or arising out of: (a) any data you or your Entity submits to or through the Application; (b) your use of, or inability to use, the Application; (c) your violation of this EULA; (d) your violation of any rights of another party; or (e) your violation of any applicable laws, rules, or regulations. Overlay Apps reserves the right to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Overlay Apps in asserting any available defences and reimburse Overlay Apps for all costs and expenses it incurs.

6. Disclaimer of warranties

You expressly understand and agree that to the extent permitted by applicable law, your use of the application and documentation is at your sole risk, and the application and documentation are provided on an "as is" and "as available" basis, with all faults. Overlay Apps expressly disclaims all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose, non-infringement, and warranties implied from a course of performance or course of dealing. Overlay Apps makes no warranty, representation, or condition that: (1) the application or documentation will meet your requirements; (2) the application will be uninterrupted, timely, secure, or error-free; (3) the documentation will be current or accurate; (4) the results that may be obtained from use of the application will be accurate or reliable; (5) any errors in the application will be corrected; or (6) your use of the application will not result in the loss of, or damage to, your information or data. The application may be subject to delays, cancellations, and other disruptions. Overlay Apps assumes no responsibility for the timeliness, deletion, mis-delivery, or failure to store any content through the application. Overlay Apps reserves the right to restrict or terminate your access to the application or any feature or part thereof at any time and for any reason. No advice or information, whether oral or written, obtained by you from Overlay Apps or through or from the application or documentation will create any warranty of any kind. In certain jurisdictions, the law may not permit or may limit the disclaimer of warranties, so the above disclaimer may not apply to you or may be limited in its application.

7. Limitation of liability

7.1 Disclaimer of certain damages

You understand and agree that in no event will Overlay Apps or its subsidiaries, affiliates, officers, employees, agents, partners, or licensors ("Overlay Apps Parties") be liable to you, your entity, or to any of your or your entity's employees, contractors, shareholders, affiliates, or agents for any indirect, incidental, special, exemplary, or consequential damages arising out of or in connection with the application, including, without limitation, any damages resulting from loss of use, data, goodwill, profits, or opportunities, whether or not Overlay Apps has been advised of the possibility of such damages, or for any damages for personal or bodily injury or emotional distress arising out of or in connection with this EULA, on any theory of liability, resulting from: (1) the use or inability to use the application or documentation; (2) unauthorised access to or alteration of your transmissions or content; or (3) any other matter related to the application or documentation.

7.2 Cap on liability

To the fullest extent permitted by applicable law, the total aggregate liability of the Overlay Apps Parties to you and your entity under or in connection with this EULA shall not exceed the total fees paid by you to Overlay Apps in the twelve (12) months immediately preceding the event giving rise to the claim, or one hundred pounds sterling (£100) where no fees have been paid in that period. The limitations of damages set forth above are fundamental elements of the basis of the bargain between Overlay Apps and you and your entity.

7.3 Exceptions

Nothing in this EULA limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be excluded or limited under applicable law.

8. Termination

You or Overlay Apps may terminate this EULA at any time and for any reason. You may terminate this EULA by uninstalling the Application and deleting the Documentation. Upon termination of this EULA for any reason, your limited licence to use the Application and Documentation ends immediately. Where you are using Act On It under a paid subscription, the terms of your Order Form govern the consequences of termination in respect of fees and refunds. It is expressly understood and agreed that, except as provided in the applicable Order Form, you will not be entitled to any refund, reimbursement, repayment, credit, or compensation in respect of fees paid in advance upon termination of this EULA.

9. General terms

9.1 Electronic communications

The communications between you and Overlay Apps use electronic means. You (a) consent to receive communications from Overlay Apps in electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Overlay Apps provides to you electronically satisfy any legal requirement that such communications would satisfy if provided in writing. The foregoing does not affect any statutory rights you may have.

9.2 Assignment

This EULA, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Overlay Apps' prior written consent, and any attempted assignment in violation of the foregoing will be null and void. Overlay Apps may assign, subcontract, delegate, or otherwise transfer or sublicense any rights granted to it hereunder without restriction.

9.3 Force majeure

Overlay Apps shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including but not limited to acts of God, war, terrorism, riots, embargoes, epidemics or pandemics, acts of civil or military authorities, fire, floods, accidents, failures of third party infrastructure (including Salesforce platform availability), strikes, or shortages of transportation, fuel, energy, labour, or materials.

9.4 Dispute resolution

If you believe that Overlay Apps has not adhered to this EULA, please contact Overlay Apps using the contact details in Section 1 to allow Overlay Apps the opportunity to address your concern before initiating formal proceedings.

9.5 Causes of action

You and Overlay Apps agree that any cause of action arising out of or related to this EULA must commence within one (1) year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

9.6 Relationship

The parties are independent contractors and nothing in this EULA is to imply an agency, joint venture, partnership, or fiduciary relationship between the parties.

9.7 Admissibility

A printed or electronic version of this EULA will be admissible in judicial or administrative proceedings based on or relating to use of the Application to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

9.8 Waiver

Any waiver or failure to enforce any provision of this EULA on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

9.9 Severability

If any provision of this EULA is, for any reason, held to be invalid or unenforceable, the other provisions of this EULA will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

9.10 Survival

The rights and obligations of the parties under Sections 2.3, 2.5, 2.6, 4.2, 5, 6, 7, 8, and 9 will survive any expiration or termination of this Agreement.

9.11 Governing law and jurisdiction

The validity and construction of this EULA and all matters pertaining thereto are to be determined in accordance with the laws of England and Wales, without reference to the conflicts of laws provisions thereof. You agree that any proceedings related to this EULA shall be brought exclusively in the courts of England and Wales. The parties waive any objections to personal jurisdiction and venue in that forum. The parties specifically direct and agree that the UN Convention on Contracts for the International Sale of Goods (CISG) and the Uniform Computer Information Transactions Act (UCITA) are specifically excluded and shall not apply to this EULA or to the performance hereof by the parties.

9.12 Entire agreement

This EULA, together with any applicable Order Form, Privacy Policy, and Data Processing Agreement, is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions and agreements between the parties with respect to such subject matter. In the event of conflict between this EULA and an executed Order Form, the Order Form shall prevail.

9.13 Interpretation

Capitalised terms defined in the singular include the plural and vice versa. The words "include," "includes," and "including" mean include, includes, and including without limitation. The word "any" means "any and all." Section headings are inserted for convenience only and do not define, limit, construe, or describe the scope or extent of any Section. The words "herein," "hereof," "hereunder," and other words of similar import refer to this EULA as a whole and not to any particular Section or subdivision.