These terms govern your use of InfoIQ (the "Software"), provided by TO COMPLETE: Registered legal name, exactly as on the Kbis ("we", "us"). By installing the Software or by signing an order referencing these terms, you ("Customer") accept them. Where you have signed a separate written agreement with us, that agreement prevails over these terms to the extent of any conflict.
1. Licence
We grant you a non-exclusive, non-transferable, worldwide right to install and use the Software in your Salesforce organisation for your internal business purposes, for the duration of your subscription and for the number of users it covers. You may not sublicense, resell, rent or make the Software available to a third party as a service.
You may not decompile or reverse engineer the Software except to the extent that applicable law expressly permits it despite this restriction. The Software is licensed, not sold; we retain all intellectual property in it.
2. Your data
All data created through the Software resides in your Salesforce organisation and remains yours. We claim no rights in it. We do not access it, and the architecture is such that we cannot: the Software executes entirely inside your Salesforce organisation and transmits no announcement, reader or analytics data outside it. You are responsible for the lawful use of that data, including having a basis to communicate with, and to measure the reading behaviour of, the people you target. Employee monitoring is regulated in many countries; check your obligations, including any duty to inform or consult employee representatives.
3. Subscription, fees and term
Subscriptions run for the term stated on your order, normally twelve months, and renew for successive equal terms unless either party gives notice at least 30 days before the end of the current term. Fees are as stated on your order and are payable within 30 days of invoice unless agreed otherwise. Fees exclude VAT and any other applicable tax.
We may change our list prices for a renewal term by giving you at least 60 days' notice before the renewal date. Prices for a term already paid for do not change.
Where the Software is purchased through the AppExchange checkout, Salesforce's own billing terms apply to the payment mechanics and these terms apply to the Software itself.
4. Support
We provide support as described on the support page, which forms part of these terms. Response targets are targets, not guarantees, and apply during published support hours.
5. Availability
The Software runs on the Salesforce Platform. Its availability is therefore the availability of your own Salesforce organisation, which is governed by your agreement with Salesforce, not by us. We do not operate any service on which the Software depends and we give no separate uptime commitment, because there is no separate service to commit to.
6. Warranty
We warrant that the Software will perform materially as described in its documentation. If it does not, tell us and we will correct it or, if we cannot within a reasonable time, refund the fees you paid for the unexpired part of the term. That is your exclusive remedy for a defect.
Beyond that warranty, and to the fullest extent permitted by law, the Software is provided "as is" and we disclaim all implied warranties, including fitness for a particular purpose. We do not warrant that it is error-free or that it will meet a requirement we have not agreed in writing.
7. Liability
Neither party excludes liability for death or personal injury caused by negligence, for fraud, or for anything else that cannot lawfully be excluded.
Subject to that, neither party is liable for indirect or consequential loss, loss of profit, revenue, goodwill or anticipated savings; and each party's total aggregate liability arising out of or in connection with these terms is limited to the fees paid or payable by Customer in the twelve months preceding the event giving rise to the claim.
8. Confidentiality
Each party will keep the other's non-public information confidential, use it only for the purposes of these terms, and protect it with at least reasonable care. This does not apply to information that is public through no fault of the receiving party, was already known to it, or must be disclosed by law.
9. Data protection
Our handling of personal data is described in the privacy policy. Where we process personal data on your behalf, the data processing addendum applies and is incorporated into these terms.
10. Termination
Either party may terminate for material breach that is not remedied within 30 days of written notice. On termination you must uninstall the Software. Your records created through it stay in your Salesforce org and remain accessible to you — uninstalling a managed package may remove its custom objects, so export anything you need first. We will retain your account and billing records as described in the privacy policy, and delete support correspondence 30 days after termination unless the law requires otherwise.
11. Publicity
We will not use your name or logo as a reference without your prior written consent.
12. General
These terms are governed by French law, and the courts of TO COMPLETE: City of the competent commercial court have exclusive jurisdiction. Neither party may assign these terms without the other's consent, except to a successor of substantially the whole of its business. If a provision is held unenforceable, the rest stands. Neither party is liable for a failure caused by an event beyond its reasonable control.
We may update these terms for future subscription terms by giving notice at least 30 days before your renewal date. Continued use after renewal constitutes acceptance.
Contact
Questions about these terms: support@jalonworks.com, or by post to TO COMPLETE: Registered legal name, exactly as on the Kbis, 47 Rue Vivienne, 75002 Paris, France.