This is a legal agreement (“AGREEMENT”) between YOU and RESOURCE HERO LIMITED LIABILITY COMPANY (“RESOURCE HERO”), for use of the Resource Hero forecasting and time tracking service (“SERVICE”) available on Salesforce.com. “YOU” refers to the individual who registered and/or provided RESOURCE HERO his or her contact information for the use of SERVICE. If SERVICE is being used on behalf of an entity by an individual authorized to use the SERVICE on behalf of such entity, then “YOU” refers to such entity.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the SERVICE if YOU are a direct competitor of RESOURCE HERO, except with our prior written consent. In addition, YOU may not access the SERVICE for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
Disclaimer of Warranties
RESOURCE HERO AND ITS AFFILIATES, SUPPLIERS, PARTNERS AND RESELLERS (“PARTNERS”), HEREBY DISCLAIM ALL EXPRESS OR IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS WITH REGARD TO THE SERVICES, INCLUDING BUT NOT LIMITED TO ANY IMPLIED REPRESENTATIONS, WARRANTIES, GUARANTIES, AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND QUALITY OF SERVICE. RESOURCE HERO AND ITS PARTNERS MAKE NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, QUALITY, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR THE RESULTS YOU MAY OBTAIN BY USING SERVICE, INCLUDING, WITHOUT LIMITATION, THE ACCURACY OF DATA AND AVAILABILITY OF THE SALESFORCE.COM PLATFORM. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RESOURCE HERO DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE SALESFORCE.COM PLATFORM, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR THIRD PARTY RIGHTS PERTAINING THERETO. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, RESOURCE HERO AND ITS PARTNERS DO NOT REPRESENT OR WARRANT THAT THE OPERATION OR USE OF THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR-FREE. YOU ACKNOWLEDGE THAT NEITHER RESOURCE HERO NOR ITS PARTNERS CONTROLS THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. RESOURCE HERO AND ITS PARTNERS ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOU RESULTING FROM THE USE OF SERVICE. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” BASIS.
YOU agree to indemnify, defend and hold harmless RESOURCE HERO, its affiliates, officers, directors, employees, consultants, agents, suppliers, resellers, and PARTNERS (the “INDEMNITEES”) from any and all third party claims, liability, damages and/or costs (including, but not limited to, attorneys fees) arising from YOUR use of SERVICE, YOUR violation of this AGREEMENT or the infringement or violation by YOU or any other user of YOUR account, of any intellectual property or other right of any person or entity. Further, YOU agree to waive, release, indemnify, defend and hold harmless the INDEMNITEES from any and all claims, liability, damages and/or costs (including, but not limited to, attorney’s fees) arising from services performed in YOUR information technology environment by such INDEMNITEES in connection with support services provided hereunder, provided that such indemnity shall not pertain to claims, liability, damages and/or costs arising out of the intentional misconduct of the INDEMNITEES.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL RESOURCE HERO OR ITS AFFILIATES, SUPPLIERS, RESELLERS, OR PARTNERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION OR DATA, OR ANY OTHER PECUNIARY LOSS OR DAMAGE) ARISING OUT OF THE USE OF OR INABILITY TO USE SERVICE OR THE PROVISION OF OR FAILURE TO PROVIDE TECHNICAL OR OTHER SUPPORT SERVICES, WHETHER ARISING IN TORT (INCLUDING NEGLIGENCE) CONTRACT OR ANY OTHER LEGAL THEORY, EVEN IF RESOURCE HERO, ITS AFFILIATES, SUPPLIERS, RESELLERS, OR PARTNERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, RESOURCE HEROS’, ITS AFFILIATES’, SUPPLIERS’ AND RESELLERS’ MAXIMUM CUMULATIVE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE SERVICE IN THE PREVIOUS 12 MONTHS.
RESOURCE HERO does not own any data, information or material that YOU submit to the SERVICE in the course of using the SERVICE (“YOUR DATA”). YOU, not RESOURCE HERO, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of YOUR DATA. By using the SERVICE YOU understand that RESOURCE HERO does not have access to YOUR DATA and that YOUR DATA resides on Salesforce.com and all rights and responsibilities regarding YOUR DATA shall be governed by YOUR agreement with Salesforce.com.
YOU (a) are responsible for all activities occurring under YOUR user accounts; (b) are responsible for the content of all YOUR Data; (c) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, RESOURCE HERO, and shall notify RESOURCE HERO promptly of any such unauthorized use YOU become aware of; and (d) shall comply with all applicable local, state, federal and foreign laws and regulations in using the SERVICE.
Proprietary Rights and Ownership
RESOURCE HERO and/or its PARTNERS, as applicable, retain ownership of all proprietary rights in the SERVICE and in all trade names, trademarks and service marks associated or displayed with the SERVICE. YOU will not remove, deface or obscure any of RESOURCE HERO’s or its suppliers’ copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the SERVICE.
PRICES AND PAYMENT
RESOURCE HERO reserves the right to change the price of the Online Services once per calendar year. For a price change of more than 3% to be valid, RESOURCE HERO must give notification of the change at least six (6) months in advance.
YOU are hereby granted a limited non-exclusive, revocable, nontransferable license to use the SERVICE. YOU shall use the SERVICE solely for YOUR internal business purposes as contemplated by this AGREEMENT and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make SERVICE available to any third party, other than as contemplated by this AGREEMENT; (ii) interfere with or disrupt the integrity or performance of the SERVICE or the data contained therein; (iii) attempt to gain unauthorized access to the SERVICE or its related systems, environments, Salesforce.com orgs, or networks; (iv) disclose any trade secrets embodied in the SERVICE except as expressly provided for in this AGREEMENT; (v) “frame” or “mirror” any content forming part of the SERVICE, other than on YOUR own intranets or otherwise for YOUR own internal business purposes; (vi) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; or (vii) disassemble, reverse engineer, or decompile the SERVICE or RESOURCE HERO technology, or access it with the intent to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, functions or graphics of the SERVICE in violation of applicable intellectual property laws, or (C) copy any ideas, features, functions or graphics of the SERVICE in violation of applicable intellectual property laws. Any attempt to sublicense, assign or transfer any of the rights, duties and obligations herein is void and shall automatically terminate this license.
Term and Termination
The term of this AGREEMENT shall commence upon the date of enablement of the SERVICE and shall continue until YOU or RESOURCE HERO may terminate this agreement. YOU may terminate this AGREEMENT by providing written notice to RESOURCE HERO via e-mail to [email protected] Such termination will be effective thirty- (30) days after RESOURCE HERO’s receipt of YOUR written termination notice. If YOU fail to comply with any provision of this Agreement, RESOURCE HERO may terminate this Agreement immediately without notice. Upon any termination of this Agreement, YOU must cease any further use of the SERVICE.
RESOURCE HERO shall make available the SERVICE to YOU at no Charge for a period of 14 (fourteen) days (the “TRIAL PERIOD”). After the TRIAL PERIOD this AGREEMENT will continue as described in the Term and Termination section, and YOU will be Charged as described in the Billing and Payment section of this agreement.
ANY DATA YOU ENTER INTO THE SERVICE, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. DURING THE FREE TRIAL THE SERVICE IS PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Billing and Payment
YOU agree to pay for the SERVICE under the Agreement as set forth in an Ordering Document. YOU will provide RESOURCE HERO with valid and updated credit card or approved purchase order information and complete and accurate billing and contact information. If YOU provide credit card information to RESOURCE HERO, YOU authorize RESOURCE HERO to bill such credit card (a) at the time that YOU order any the SERVICE, (b) automatically at the end of the TRIAL PERIOD, and (c) on a monthly basis until termination.
If RESOURCE HERO, in its discretion, permits YOU to make payment using a method other than through the Salesforce AppExchange, RESOURCE HERO will invoice YOU at that time and on the agreed upon recurring basis until termination. All amounts invoiced hereunder are due and payable within 30 days of the date of the invoice and all fees paid are non-refundable.
The Service and other technology RESOURCE HERO makes available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. YOU shall not permit users to access or use any Service or associated content in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or regulation.
RESOURCE HERO may at its sole discretion modify the features of Resource Hero from time to time without prior notice.
If any one or more provisions of this AGREEMENT should be ruled invalid or unenforceable by a court of competent jurisdiction or government agency, then such provisions shall be deemed amended to the minimum extent necessary to render them valid and enforceable and all other provisions shall remain valid and in force.
Choice of Law
This Agreement shall be governed by and construed under the laws of the State of New Jersey, U.S.A., as applied to agreements entered into and to be performed in New Jersey by New Jersey residents. The parties consent to the exclusive jurisdiction and venue of the courts located in and serving Mercer County, New Jersey.