Terms of Use

These Terms of Use (“Terms of Use”) together with the terms of the Master Subscription Agreement between you and Endeavor (the “Agreement”) shall govern the relationship between you and Endeavor and set forth the terms and conditions upon which you may access and use Endeavor’s product configuration and price quote software solution and related services provided by Endeavor under the Agreement, including, without limitation, any new versions, releases, enhancements, updates, fixes, or other Modifications (collectively, “EndeavorCPQ Product”). Capitalized terms used, but not defined in these Terms of Use, are defined in the Agreement.  “You” and “your” means you, as an individual, and the legal entity on behalf of which you are acting as the authorized agent or legal representative as identified in the Agreement. In addition, you agree that unless explicitly stated otherwise in writing, any new features, Software Releases (as defined in Section 2 below) or additions to the EndeavorCPQ Product that are procured by you, will also be subject to these Terms of Use and the terms in the Agreement. 

Endeavor hereby reserves the right to modify these Terms of Use, from time to time, at its sole discretion. To the extent that there is a conflict between the Agreement and these Terms of Use, these Terms of Use will control. Your continued use of the EndeavorCPQ Product following the posting of any changes means that you accept and agree to such changes. It is your responsibility to check these Terms of Use periodically for changes.

1. EndeavorCPQ Product.  Subject to the Terms of Use and the terms of the Agreement, Company shall have the right to access, use and modify the EndeavorCPQ Product during the Subscription Term only as expressly permitted the Agreement and solely for Company’s own internal business purposes (e.g., inclusion of Javascript, but not the core code).  The EndeavorCPQ Product may be accessed through a web browser and/or mobile web client.   
2. Software Releases.  During the Subscription Term, if Company has paid the applicable fees and is otherwise in full compliance with the terms and conditions of the Agreement, Endeavor may provide automatic updates to Company’s version of the EndeavorCPQ Product with Software Releases.  “Software Releases” may be comprised of Maintenance Releases and/or Feature Releases (as defined below).
   1. “Maintenance Releases” means an update to the EndeavorCPQ Product which includes fixes to known defects and does not intentionally introduce any new or modified application behavior.
    
   2. “Feature Releases” means a software update which includes both fixes to known defects and introduces new or modified application behavior.
     
3. Customizations.  If Company decides to customize the EndeavorCPQ Product for Company’s environment and permitted by the Agreement, i.e., Loosely-Coupled Integrations and/or Metadata Custom Components, Company hereby agrees that all such Loosely-Coupled Integrations and Metadata Custom Components will be subject to Endeavor’s approval in each case and compliant with established industry security standards, e.g. SSL (secure socket layer and OAuth (open authentication)). 
4. Aggregate Data.  
   1. In the course of providing Company with the EndeavorCPQ Product, Endeavor may create, collect, use, process and store certain aggregated and non-personally identifiable diagnostic and usage related content from the computer the Company’s Subscription Users use to access the EndeavorCPQ Product and other de-identified data and related analysis based on Company Data (i.e., Aggregate Data).  Aggregate Data may include, but is not limited to, IP addresses and other information like internet service, location, the type of browsers that are used and/or accessed.  Endeavor collects the Aggregate Data on an aggregate basis solely to maintain, enhance or add functionality to our web-based services as well as to understand the use of the Endeavor products and services.  For the avoidance of doubt, Aggregate Data shall not include any Company Data or any Confidential Information of Company, and Endeavor agrees not to use, access, disclose, read or copy the Company Data, except for the purpose of providing the services under the Agreement.
     
   2. The EndeavorCPQ Product also includes critical control software that regularly transmits certain usage data, including but not limited to, system and service performance data, to Endeavor and, to verify compliance with the terms of this Agreement and to improve Endeavor’s products and services (“Critical Control Software”).  Company hereby authorizes Endeavor’s to use the Critical Control Software in connection with the services provided by Endeavor under the Agreement.  Critical Control Software does not collect or access any Company Data.
     
5. Development.  You agree that you will not, directly or indirectly, conduct any activity that will degrade performance of the EndeavorCPQ Product in any manner unless otherwise authorized by Endeavor in each case, including but not limited to: (i) conducting automated functionality tests or load tests on the EndeavorCPQ Product against Company's testing environments, (ii) creating Internet links to the EndeavorCPQ Product, and/or (iii) deploying custom modifications that adversely impact the Endeavor infrastructure due to incompatible code, inefficient code or architecture practices.  You also agrees not to "frame," "fork" or "mirror" any part of the EndeavorCPQ Product on any other device. If you do any of the foregoing, Endeavor shall have the right to terminate or suspend your account and access to the EndeavorCPQ Product without any refund or credit until you correct such violation to Endeavor’s reasonable satisfaction (unless Endeavor elected to terminate the Agreement).
6. Data Storage.  With respect to the EndeavorCPQ Product, the maximum disk storage space, including any replication(s) of Company’s environment (i.e., sandbox) will be determined based on the EndeavorCPQ Product subscribed to by Company (the “Storage Limit”).  If the amount of storage required by Company exceeds the Storage Limit, Endeavor shall provide 30 days’ advance notice to enable Company to adjust.  If Company is not able to adjust accordingly, Endeavor will charge you $500 per year prorated to the annual subscription renewal date.  Company agrees to pay such data storage fee within thirty days (30) days of invoice.
7. Backup of Data.  Endeavor automatically creates backups of every active database using the following schedule: Full database backup once every hour, differential database backups once a day, and transaction log backups every 5 minutes. The full and differential backups are replicated across regions to ensure availability of the backups in the event of a disaster. Backup storage is the storage associated with your automated database backups that are used for point in time restore. If your database exceeds the provided backup storage, you can choose to reduce the retention period or get a quote to pay for extra backup storage by contacting Endeavor support. Endeavor also offers 14-day point in time restore. It is designed to recover a database to a specific point in time within the last 14 days.
8. Replication of Environment (Sandbox).  Endeavor offers 1 duplicate of the Company’s production environment (data and application logic and configuration) (“SandBox”) for a free of $380 per month per Sandbox. A Sandbox is intended to be used for development, testing, or staging of any modifications to Company’s production environment instance.  A Sandbox is not intended for use as a production environment instance.
9. Handling of Company Data Upon Termination.  Company agrees that following expiration or termination of the Agreement, Endeavor may immediately deactivate Company’s account and access to the EndeavorCPQ Product. Upon written request by Company made within ninety (90) days of the effective date of expiration or termination of the Agreement (the “Post-Term Period”), Endeavor will make available to Company, a copy of Company’s production environment. Further, during the Post-Term Period and upon the Company’s request, Endeavor shall grant the Company limited access to the Service for the sole purpose of permitting the Company to retrieve Company Data.  Upon expiration of the Post-Term Period, Endeavor will have no further obligation to maintain for or provide to Company any of the Company Data and may thereafter, unless legally prohibited, delete all Company Data in its systems or otherwise in its possession or under its control and will provide Company with an extract of all such Company Data.
10. Use of the Portal in Enterprise Edition of the Software.  
    1. Definitions.
       1. "Portal"means a software module that is designed to communicate with the EndeavorCPQ Product.
         
       2. “Portal User” means either an employee of Company or an individual who is an employee of one of Company’s partners /customers, who is permitted to access and use the Portal under this Agreement. A Subscription User, Company and/or Affiliate employee, contractor or agent shall not be a Portal User.
    2. Where applicable, Company shall have a non-exclusive, revocable, non-transferable, right to access, and use the Portal in a development and production environment during the Subscription Term, in each case solely for Company’s own internal business purposes and limited to the number of Portal Users set forth on the Order Form.  Portal User accounts cannot be shared or used by more than one individual. Notwithstanding anything to the contrary, one (1) Company employee may access and use the Portal for administration purposes only (i.e., to provide access to Portal Users).
    3. By entering into the Agreement, Company is acting as agent for Company’s Portal Users and binding them to the terms of the Agreement.  Company shall be responsible for any acts or omissions of Company’s Portal Users and Company’s Portal Users' compliance with all of the terms of the Agreement.