TERMS & CONDITIONS
The terms and conditions of this Subscription Agreement (“Subscription”) is effective as of the associated Order Form between Revenue Storm Corporation (“RS”) and Customer on the Order Form. For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. DEFINITIONS.
“Cases” means separate and distinct problems, questions or issues, each potentially requiring one or more emails, web conference calls, or other exchanges of information to resolve.
“Customer” means the organization that is the licensee on the Order form.
“Customer Data” means all electronic data or information submitted by Customer to the Service.
“Order Form” means the contract form that is mutually signed by RS and Customer identifying the number of user licenses, the specific apps, the Salesforce Organization ID, the license period, the license fees, the payment terms, and any additional services included installation assistance if desired.
“Service” means the RS native Salesforce.com sales applications licensed per the Order Form in Customers instance of Salesforce or if the Customer selected on the Order Form, on the RS Partner Portal of Salesforce as a trial or short-term license period.
“User Videos” means the cloud-based videos per the link on the Order Form as updated from time to time.
“Users” mean Customer’s employees, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer.
2. SERVICE.
2.1 Provision of Service. RS shall make the Service available to Customer pursuant to the terms and conditions set forth in this Subscription and the Order Forms executed hereunder from time to time. During the term of this Subscription, (i) the Service shall perform materially in accordance with the Application specifications and (ii) the functionality of the Service will not be materially decreased from that available as of the Order Form’s effective ate.
2.2 Additional Users. User subscriptions are for named Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who have terminated an employment or some other prior relationship with Customer, changed job status or function, or otherwise no longer require ongoing use of the Service. Unless otherwise specified in the relevant Order Form (i) additional User subscriptions must be added in minimum increments of 5 units; (ii) the term of the additional User subscriptions shall be coterminous with the expiration of the then current subscription term; and (iii) pricing for the additional User subscriptions shall be the same as that for the pre-existing subscriptions, prorated for the remainder of the then current subscription term.
3. USE OF THE SERVICE.
3.1 RS Responsibilities. RS shall: (i) to the extent the Customer Data comprises “personal data” within the meaning of applicable data protection laws and regulations, and in respect of which it is hereby acknowledged that RS is acting as data processor only: (a) process the Customer Data in accordance with this Agreement, Customer’s instructions and applicable data protection laws and regulations, and (b) take reasonable steps to ensure that employees used by RS to provide the Service are aware of and are suitably trained in such security measures; (ii) maintain the security and integrity of the Service and the Customer Data; (iii) provide online standard support to Customer’s Users as specified in Exhibit B; and, (iv) use commercially reasonable efforts to make the Service generally available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which RS shall give at least 24 hours’ notice and which RS shall schedule to the extent reasonably practicable during the weekend hours from 6:00 p.m. GMT Friday to 3:00 a.m. GMT Monday); or (b) downtime caused by circumstances beyond RS’s reasonable control, including acts of God, acts of government, flood, fire, earthquakes, internet outages, pandemics, civil unrest, acts of terror, strikes (or other labor problems not involving RS employees), computer or telecommunications failures or delays involving hardware or software not within RS’s possession or reasonable control, and network intrusions or denial of service attacks, but only to the extent unavailability results notwithstanding the exercise by RS of reasonable care and due diligence to avoid or mitigate the same in anticipation of or in response to such causes; and (vi) not access or attempt to access the Customer’s Salesforce.com CRM application without prior permission of the Customer.
3.2 Customer Responsibilities. Customer is responsible for all activities that occur under Customer’s User accounts. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data and shall ensure that all instructions given by it to RS in respect of the Customer Data will be in compliance with applicable data protection legislation; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify RS promptly of any such unauthorized use; and (iii) comply with all applicable local, state, federal, and foreign laws in using the Service, including without limitation all applicable data protection laws and regulations.
3.3 Use Guidelines. Customer shall use the Service solely for its internal business purposes as contemplated by this Subscription and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Subscription; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any product or service offered by such third-party provider, is solely between Customer and such third-party provider.
3.4 Export Control Laws. Each party shall comply with all United States, UK, EU and foreign export control laws or regulations applicable to its performance under this Subscription.
4. FEES & PAYMENT
4.1 User Fees. Customer shall pay all fees specified in all executed Order Forms. Fees are based on the number of User subscriptions purchased in the relevant Order Form, not the extent of actual usage. Except as otherwise provided, fees are non-refundable, and the number of subscriptions purchased cannot be decreased during the relevant subscription term stated on the Order Form. Since subscriptions are in annual units except or added subscriptions that are co-terminus there may be monthly unit fees and those purchased in the month are charged for that monthly period in full and going forward based on the number of monthly periods remaining in the subscription term.
4.2 Invoicing & Payment. Fees for the Service will be invoiced in advance and otherwise in accordance with the terms set forth in the relevant Order Form. If Customer’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, RS reserves the right to suspend the Service provided to Customer, without liability to Customer, until such amounts are paid in full. Unless otherwise stated, RS’s fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes“). Customer is responsible for paying all Taxes, excluding only taxes based on RS’ income. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to RS prior to the effective date of termination.
5. PROPRIETARY RIGHTS
5.1 Reservation of Rights. Customer acknowledges that in providing the Service, RS utilizes its own (i) name, logo, the domain name, the product and service names associated with the Service, and other trademarks and service marks; (ii) certain audio and visual information, documents, software and other works of authorship; and (iii) other technology, software, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, (“RS Technology”) and that the RS Technology is covered by intellectual property rights owned or licensed by RS (collectively, “RS IP Rights”). Other than as expressly set forth in this Subscription, no license or other rights in or to the RS Technology or RS IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 License Grant. RS grants Customer and its Users a non-exclusive, non-transferable (except in connection with a permitted assignment of this Subscription), non-sub-licensable right to access and use the Service in accordance with the terms of this Subscription.
5.3 Restrictions. Save to the extent expressly permitted by applicable law notwithstanding this limitation, Customer shall not (i) modify, copy or create derivative works based on the Service or RS Technology; (ii) create Internet “links” to or from the Service, or “frame” or “mirror” any content forming part of the Service, other than on Customers’ own intranets or otherwise for its own internal business purposes; or (iii) disassemble, reverse engineer, or decompile the Service or RS Technology, or access it in order to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, functions or graphics of the Service, or (C) copy any ideas, features, functions or graphics of the Service.
5.4 Customer Data. As between RS and Customer, all Customer Data is owned exclusively by Customer. Customer Data shall be considered Confidential Information subject to the terms of the Subscription.
5.5 Suggestions. RS shall have a royalty-free, worldwide, perpetual license to use or incorporate into the Service any suggestions, ideas, enhancement requests, feedback, recommendations relating to the operation of the Service.
6. WARRANTIES & DISCLAIMERS
6.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Subscription. RS represents and warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) it owns or otherwise has sufficient rights to the Service and the RS Technology to grant the rights and licenses granted herein; and (iii) the Service and RS Technology do not infringe any intellectual property rights of any third party. Customer represents and warrants that the collection and processing of Customer Data by it and/or as contemplated by this Subscription complies in all respects with applicable data protection laws and regulations.
6. 2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, RS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. RS HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
7. TERM & TERMINATION
7.1 Term of User Subscription. User subscriptions commence upon the provision of the app package links to Customer and continues until all User subscriptions granted in accordance with the Order Form have expired or been terminated. User subscriptions shall automatically renew for additional periods of one (1) year at the list price in effect at the time of renewal unless Customer gives RS notice of termination at least sixty (60) days prior to the end of the relevant subscription term.
7.2 Termination for Cause. A party may terminate this Subscription for cause: (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, examinership, receivership, liquidation or assignment for the benefit of creditors or any event analogous to the foregoing occurs in relation to that other party in any jurisdiction.
7.3 Counterparts. This Subscription may be executed in counterparts, which taken together shall form one legal instrument.
7.4 Master Services Agreement. Any terms and conditions not specifically in this Subscription shall be governed by those in the mutually agreed Master Services Agreement, if one.
7.5 Surviving Provisions. The following provisions shall survive the termination or expiration of this Subscription for any reason and shall remain in effect after any such termination or expiration: Sections 4, 5 (excluding Section 5.2), 6, and 7.
EXHIBIT A
SUPPORT AND MAINTENANCE SERVICES for the SOFTWARE
1. SUPPORT AND MAINTEANCE SERVICES
In consideration of and subject to the payment of license fees by Customer to RS in accordance with the Subscription and subject to the terms and conditions set forth herein, RS shall provide to designated Users the following Support and Maintenance Services in relation to the Software:
a. Corrections to Software errors or defects notified to RS in accordance with the procedure set out below;
b. Multi functional support through email or web communication.
LICENSEE SHALL PROVIDE ALL REASONABLE ASSISTANCE REQUIRED BY RS, OR SUCH PARTY/PARTIES AS RS MAY DESIGNATE IN DIAGNOSING AND CORRECTING PROPERLY REPORTED SOFTWARE.
2. EXCLUDED SERVICES
The Support and Maintenance Services do not cover the diagnosis and rectification of any Software error or defect resulting (in whole or in part) from:
a. the use or operation of the Software other than in accordance with the specifications or documentation;
b. improper use, operation, or neglect of the equipment, network or computer systems through which the Software is operated;
c. failure by Customer to implement and use any solutions and/or error corrections which have been made available by RS in response to previously reported errors in respect of the Software (whether or not such solutions or error corrections have been made available as part of the Support and Maintenance Services);
d. use of the Software for any purpose for which it not designed;
e. failure of any hardware, network, cabling, peripheral or telecommunications equipment;
f. the effect of lightning or any electrical fault upon the Software;
g. software errors which cannot be reproduced by other licensees and/or RS, or such party/parties as RS designates for diagnosing and correcting errors;
h. the use of the Software in connection with products not approved in writing by RS;
i. any unauthorized alteration or modification by Customer or any third party of the Software.
3. ERROR REPORTING PROCEDURES
a. If Customer shall discover any suspected error in the Software then Customer shall after such discovery report the suspected error in question to RS via email at apps@revenuestorm.com and provide to RS a documented example of such suspected error.
b. Following such notification and subject to section 3 – Use of the Service (above) and the terms and conditions set forth herein, a member of RS or RS’ contractor’s personnel shall during normal business hours on normal business days respond to the person making the notification and either (i) (where RS is able) verify the error and its cause; or (ii) request further information to assist with the verification of such error, within the service level Subscription outlined in the table below.
c. If the suspected error is verified as being an error of the Software, RS shall provide (or procure the provision of) an error correction to Customer in the form of a corrected version of the Software, patch or a workaround which substantially avoids the practical adverse effect(s) of the error in question.
d. Customer shall provide to RS (or, where relevant, its sub-contractor(s)), at Customer’s expense, all assistance reasonably required for the verification and correction of errors in the Software.
e. The following table represents the service level Subscription with respect to errors correctly reported to RS. This service level Subscription covers response and resolution times during normal business hours.
SUBSCRIPTION
Note: In order for Revenue Storm (RS) to troubleshoot any reported issues or errors, RS may need to access your Salesforce instance to ensure it is a not a Salesforce set-up issue, incorrect permission issue, or other issue in your instance versus the app itself. In addition, if the person reporting the issue (a case) does not respond to RS inquires to gain more information to enable troubleshooting after two (2) RS attempts, the case will be closed. If such access is not allowed or no response or information is not provided, then the response times below are nullified.
Service | Description | Verification/Response Time |
Uptime | Our apps are native to Salesforce, so as long as your Salesforce instance is up and running our apps should be as well. We expect 98% uptime of our apps.
RS provides help desk service at apps@revenuestorm.com. We staff the desk between Monday – Friday, 8 and 5 pm CST. |
· RS will provide five (5) business days prior to scheduled maintenance.
· Upgrades to each app will be targeted at least annually. We accept suggestions and requests at the help desk email address for our consideration. · We will issue release notes for each new version prior to the release. |
Ideas and Suggestions | RS will consider all ideas and suggestions each quarter for its planning of the next release for received at apps@revenuestorm.com. | · RS may reach out to those sending in such requests to ensure we fully understand their request. We will revert that it has been received and will be considered in our review. |
Level 1 Support – Individual Case | Basic help desk support for customers’ questions or issues when they believe the apps are not working as expected in accordance with our technical documentation. | · Initial reply that the email was received and is being reviewed will be within 1 business day.
· Personal, Specific Reply: Targeting 1 business day but may be up to 3 business days. May require more information from the User to solve. · If not resolved in 3 business days, it will be moved to a Level 2 ticket. |
Level 2 Support – Escalated Issue | A more complicated issue. May related to the company’s set of their Salesforce instance. This is staffed with our experienced CRM Admins or Developers focused on in-depth technical support. | · Initial reply if not starting at Level 1 support will be within 1 business day.
· If transferred up from Level 1, the user will be notified of the escalation upon transfer. Troubleshooting may involve a web conference to view screenshare to see the activity being performed to gain clarification. · Final resolution should be within 4 business days maximum for the most challenging issues but expected within 2 days at this level. |
Level 3 Support – Org-Wide or Significant |
This is staffed by our Developers, for organization wide issues or significant errors or issues that make the apps unavailable for use for the majority of the client’s users. |
· RS will immediately prioritize these issues within 4 hours in our published hours.
· If is a bug, RS will provide a corrected version of the Software, a patch, or a workaround which substantially avoids the practical adverse effect(s) of the error with appropriate amendments to the Documentation if necessary. |