This is a legal agreement (“Agreement”) between the user, whether an individual or an entity (including any individual accessing or using the SERVICE on behalf of, and with authorization from, such entity), and Resource Hero Limited Liability Company (“Resource Hero” or “Company”), for the use of the Resource Hero application (“SERVICE”) available on the Salesforce AppExchange.####“You” or “Client” collectively refers to the individual users of the SERVICE, as well as the company or entity that owns or is responsible for the Salesforce org where the SERVICE is installed. If the SERVICE is being used by an individual on behalf of an entity, that individual confirms they have the authorization to bind that entity to this Agreement. 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 SERVICE.####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.####By using the SERVICE, you agree to follow and be bound by the terms and conditions of this agreement.####1. License Terms##1.1. Grant of License: You are hereby granted a limited non-exclusive, revocable, nontransferable license to use the SERVICE solely for your internal business purposes as contemplated by this agreement.####1.2. Prohibited Activities: You shall not undertake the following activities:####1.2.1. 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.####1.2.2. Interfere with or disrupt the integrity or performance of the SERVICE or the data contained therein.####1.2.3. Attempt to gain unauthorized access to the SERVICE or its related systems, environments, Salesforce orgs, or networks.####1.2.4. Disclose any trade secrets embodied in the SERVICE except as expressly provided for in this agreement.####1.2.5. “Frame” or “mirror” any content forming part of the SERVICE, other than on your own intranets or otherwise for your own internal business purposes.####1.2.6. Send or store viruses, worms, time bombs, trojan horses, and other harmful or malicious code, files, scripts, agents, or programs.####1.3. Protection of Intellectual Property: You shall not:####1.3.1. Disassemble, reverse engineer, or decompile the SERVICE or Resource Hero technology.####1.3.2. Access the SERVICE with the intent to build a competitive product or SERVICE or one that uses similar ideas, features, functions, or graphics.####1.3.3. Copy any ideas, features, functions, or graphics of the SERVICE in violation of applicable intellectual property laws.####1.4. License Termination: Certain actions or omissions, as detailed below, may lead to the immediate termination of the SERVICE, including but not limited to:####1.4.1. Any breach or violation of any terms and conditions stated in the agreement.####1.4.2. Failure to pay license fees or any other charges due within the stipulated time frame.####1.4.3. Providing false, misleading, or inaccurate information during the licensing process or at any point during the term of the license.####1.4.4. Using the software or service for any unlawful purpose or activity.####1.4.5. Any behavior that threatens, harasses, or intimidates other users or the service provider.####1.4.6. Sharing, transferring, or distributing the software or service without proper authorization.####1.4.7. Exceeding the specified or agreed-upon usage limits without appropriate adjustments or agreements.####1.4.8. Any actions that compromise the security of the software or service.####1.4.9. Infringing or violating third-party intellectual property rights while using the software or service.####2. Trial period##2.1. Duration and Charges: 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 Terms and Termination section, and you will be charged as described in the Billing, Prices, and Payment section of this agreement.####2.2. Data and Customizations: Any data you enter into the SERVICE, and any customizations made to the SERVICE by or for you, during the trial period will be permanently lost unless you purchase a subscription or export such data, before the end of the trial period.####2.3. Warranty Disclaimer: During the trial period, the SERVICE is provided “as-is” without any warranty.####3. Billing, Prices, and Payment##3.1. Billing Agreement: You agree to pay for the SERVICE in accordance with the terms specified under this agreement. You will provide Resource Hero with complete and accurate billing and contact information to include billing contact name and email address.####3.2. Pricing: Up-to-date pricing information is available on the Resource Hero listing on the Salesforce AppExchange. For individual customers, special pricing terms may be agreed upon and documented as part of an addendum to these terms and conditions. We will communicate any changes or modifications to the SERVICE price in writing via email or provide an official quote upon request. Prices for our SERVICE are subject to change at our sole discretion.####3.3. Payment Authorization:####3.3.1. Credit Card: If you opt for credit card payments, and provide Resource Hero with your credit card information, you authorize Resource Hero to bill such credit card (a) at the time that you order any of the SERVICE, (b) automatically at the end of the trial period, and (c) on a recurring basis until termination.####3.3.2. Invoicing: If you opt for invoicing, Resource Hero will provide an invoice via email, which will include a link to a payment page. Specific payment methods are detailed further in a subsequent section of this agreement.####3.4. Taxes: The prices listed for our SERVICE may not include federal, state, or local taxes. Where applicable, such taxes will be added to your invoice. We reserve the right to collect and remit such taxes as mandated by law.####3.5. Payment Methods: All payments, whether they’re in response to invoices or recurring charges, can be made via credit card or bank transfer. We utilize the Stripe platform for all payment processing to ensure secure and reliable payment handling.####3.6. License Adjustments: Should you wish to change the number of licenses for the SERVICE, please reach out to Resource Hero’s support team by sending an email to support@resourceheroapp.com detailing your request. If you are requesting an increase in the number of licenses, you will be billed immediately for the additional licenses. Once complete, you will receive a confirmation email confirming that the adjustment has been made to your account.####3.7. No Refunds: All fees and charges paid by you in relation to the SERVICE are final and non-refundable. Resource Hero will not provide refunds or credits for any partial periods of service, reduction in the number of licenses, or refunds for periods unused with an open account.####4. Your Data##4.1. Ownership and Responsibility of Your Data: Resource Hero does not own any data, information, or material that you submit to the SERVICE while 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 the Salesforce platform and all rights and responsibilities regarding your data shall be governed by your agreement with Salesforce.####4.2. User Obligations and Compliance: 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.####5. Modification of Features:##Resource Hero reserves the right to modify or update the features of the SERVICE at its sole discretion and without prior notice.####6. Disclaimer of warranties##6.1. General 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. This includes but is 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.####6.2. Reliability and Availability: 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 the SERVICE, including, without limitation, the accuracy of data and availability of the Salesforce platform.####6.3. Salesforce 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 platform. This includes, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement or third-party rights pertaining thereto.####6.4. Service Operation and Data Transfer: 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 control the transfer of data over communications facilities, including the internet. 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 inherent in data transfer. You will be solely responsible for any damage to you resulting from the use of SERVICE.####6.5. As-Is Basis: The SERVICE is provided to you on an “as is” basis without any warranties of any kind.####7. Proprietary rights and ownership##7.1. Ownership of Proprietary Rights: Resource Hero and/or its partners, as applicable, retain all proprietary rights in the SERVICE, including associated trade names, trademarks, and SERVICE marks. The presence and display of these marks underline the ownership and the proprietary nature of the SERVICE.####7.2. Usage Restrictions: You are prohibited from removing, defacing, or obscuring any of Resource Hero’s or its suppliers’ copyright, trademark notices, legends, or any other proprietary notices on or associated with the SERVICE. Proper acknowledgment and respect for these notices are essential to maintain the integrity and ownership of the SERVICE.####8. Confidentiality and Nondisclosure##8.1. Protection of Confidential Information: Both Parties commit not to use, disclose, or reproduce the other Party’s Confidential Information for any purpose outside of what’s explicitly allowed in this Agreement. Both Parties pledge to uphold and safeguard the confidentiality of such information throughout the duration of this Agreement and beyond, irrespective of when it was shared.####8.2. Definition of Confidential Information: For the purposes of this Agreement, “Confidential Information” refers to any information, regardless of its form (written or verbal), that is disclosed by one Party to the other, and includes but is not limited to client details, trade secrets, financial data, business strategies and plans, source codes, machine and operator manuals, business processes and methodologies, or any other proprietary information related to the disclosing Party’s business operations.####8.3. Exclusions: The obligations stated above do not encompass information that:####8.3.1. Was known to the Company before receiving it from the Client.####8.3.2. Was shared with the Company by a third party, provided this third party wasn’t under any confidentiality restrictions.####8.3.3. Is mandated to be disclosed by law. In such cases, the Company commits to disclose only the legally required information and will endeavor to secure confidential treatment for any such shared information.####8.3.4. Has been revealed with the prior written consent of the Client.####8.3.5. Has been independently conceptualized and developed by the Company, without relying on the Client’s Confidential Information.####9. Indemnification##9.1. 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.####9.2. 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 under this agreement.####10. Limitation of Liability##10.1. Exclusion of Certain Damages: Resource Hero shall not be liable to the YOU for any indirect, incidental, consequential, or special damages, including but not limited to loss of profits or business interruptions, which arise from or are related to the Services provided or not provided under this Agreement.####10.2. Basis and Awareness of Potential Damages: These exclusions apply regardless of whether the damages arise out of the use of or inability to use SERVICE or the provision of or failure to provide technical or other support SERVICES, and irrespective of whether they arise in tort (including negligence), contract, or any other legal theory. This remains true even if Resource Hero, its affiliates, suppliers, resellers, or partners have been informed of the potential for such damages.####10.3. Limit on Remedies: In the event Resource Hero is determined to be liable for any loss suffered by you, your exclusive remedy is limited to a refund of the amount you’ve paid for the SERVICE in the preceding 12 months.####11. 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 support@resourceheroapp.com. 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.####12. Export compliance##The SERVICE and other technologies provided by Resource Hero, as well as their derivatives, may be subject to the export laws and regulations of the United States and other jurisdictions. Both parties affirm that they are not listed on any U.S. government denied-party list. You agree not to allow users to access or use the SERVICE or any related content in countries embargoed by the U.S. or in violation of any U.S. export law or regulation.####13. Severability and Enforceability##13.1. Severability: If any provision or part of this Agreement is deemed illegal or unenforceable by a competent court, that provision or part will be severed from the Agreement. The illegality or unenforceability of one part will not affect the remainder of the Agreement.####13.2. Continued Validity: All other provisions or parts will remain in full force and effect and will continue to be valid and enforceable to the maximum extent permitted by law.####14. Dispute Resolution##14.1. Good Faith Negotiation: In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the Parties hereto shall use their best efforts to settle such disputes, claims, questions, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both Parties.####14.2. Mediation: If the Parties do not reach such solution within a period of thirty (30) days from the time the dispute arose, then, upon notice by either Party to the other, the dispute shall be referred to mediation under the auspices of an accredited mediation institution or mediator agreed upon by both Parties.####14.3. Arbitration: If mediation is unsuccessful in resolving the entire dispute or is unavailable, any outstanding controversy or claim arising out of or relating to this Agreement, or breach thereof, shall be settled by arbitration administered by an accredited arbitration institution in accordance with its Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The place of arbitration shall be Mercer County, New Jersey, and the arbitration shall be conducted in English.####14.4. Costs: Unless otherwise agreed in writing, each Party shall bear its own costs in the mediation or arbitration, and the Parties shall share equally the fees of the mediator or arbitrators; however, the Party prevailing in arbitration shall be entitled to an award of its reasonable attorney fees and costs.####14.5. Exclusions: Notwithstanding the above, either Party may seek interim or preliminary injunctive relief in a court of competent jurisdiction in Mercer County, New Jersey, if, in its judgment, such action is necessary to avoid irreparable damage or to preserve the status quo.####14.6. Continuation of Services: Unless otherwise agreed in writing, the Parties agree to continue their responsibilities and obligations under this Agreement during any dispute resolution proceedings.####15. Applicable Law and Jurisdiction##15.1. Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Mercer County, New Jersey, without regard to its conflict of laws principles.####15.2. Jurisdiction: If any dispute arising out of or in connection with this Agreement cannot be resolved through the dispute resolution procedures set forth above, such dispute shall be brought exclusively in the federal or state courts located in Mercer County, New Jersey. The Parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.####16. Notifications##16.1. Form of Notification: All notifications, requests, demands, and other communications under this Agreement shall be in writing.####16.2. Methods of Notification: Notifications can be sent by (a) registered or certified mail, postage prepaid, return receipt requested; (b) reputable overnight courier; or (c) electronic mail.####16.3. Addresses for Notification: Notifications shall be sent to the physical addresses as indicated at the beginning of this Agreement or email addresses of the undersigned parties. If a different physical address or email address has been provided by either party during the course of this Agreement’s execution, then notifications shall be directed to that specified address.####16.4. Electronic Communication: For the purposes of this Agreement, electronic communication (including email) is considered a valid form of communication for notifications. However, for legally binding or significant matters related to this Agreement, including but not limited to the termination of this Agreement, the notifying Party must use more formal methods of communication such as registered or certified mail or overnight courier.####16.5. Date of Notification: A notification shall be deemed effective (a) if mailed, on the third day after mailing; (b) if sent by overnight courier, on the date receipt is confirmed by the courier service, or (c) if sent by electronic mail, on the date of such transmission if sent during normal business hours, or if not, on the next business day.####16.6. Change of Address: Either Party may from time to time change its address, email, or other details for notifications under this Agreement by giving the other Party prior written notice of the new information and the date on which it will become effective.####17. Amendments to Agreement##17.1. Modification Validity: No modification of this Agreement shall be valid unless in writing and agreed upon by both Parties.####17.2. Communication of Changes: Any modifications or amendments to this Agreement shall be communicated through the same methods outlined in the “Notifications” section of this Agreement.####17.3. Entire Agreement: This Agreement constitutes the entire agreement between the Parties with respect to the subject matter herein and supersedes all prior understandings, agreements, representations, and communications, whether oral or written, between the Parties relating to the subject matter of this Agreement. No other service agreement, understanding, or promise shall be taken to exist or be binding on either Party unless it is in writing and signed by both Parties.
