Valence##Terms of Use and End User License Agreement##Updated December 2021####By clicking the "I Accept" button displayed as part of Salesforce AppExchange ordering process, you agree to the following terms and conditions (the “Agreement”) governing your use of the Valence managed package (the “Service”) offered by Valence App Inc (“Valence”) and acknowledge that you have read and understand this agreement.####If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the power and authority to bind such entity to these terms and conditions, in which case the terms “You”, “Your”, and “User” shall additionally include such entity. If you do not have such authority, or if you do not agree with these terms and conditions, you must select the “I Decline” button and may not use the service. This agreement is effective when you click “I Accept” below (“Effective Date”).####This Agreement governs Your use of the Service.####Valence reserves the right to modify the Terms of Use and End User License Agreement from time to time without notice to you. You acknowledge and agree that it is your responsibility to review these Terms of Use and End User License Agreement periodically to learn of any modifications. Your continued use of the Service after the posting of any modifications shall constitute your agreement to be bound by such modified Terms of Use and End User License Agreement.####1. Provision of Service##1.1. License. Subject to your strict compliance with this Agreement and payment of your subscription fees (where applicable), Valence grants You a limited, non-exclusive, revocable, non-assignable, and non-transferable right and license to use the Service in order to transfer and transform data from within and outside of your Salesforce organization.##1.2. Service. As part of the license, The Service is wholly installed into Your salesforce.com account and facilitates the exchange of Customer Data between Your salesforce.com customer account and External Servers. The Service is a Managed Package as defined in the Salesforce documentation that is hosted and operated exclusively inside Your Salesforce Organization and, except as You direct, does not make use of any external platforms to operate.##1.3. Term. If You have subscribed on the AppExchange for annual payments, the initial term of this Agreement is one year, and the term will automatically renew for additional one-year terms unless terminated as provided in Section 9. If You have subscribed under other methods, the term will be stated in a separate agreement.##1.4. Trials. Valence offers a 30-day no-cost trial of the Service with no further obligation, for installation in Production Environments within Your salesforce.com account as described by Salesforce documentation. The term of the free trial is limited to thirty (30) days, after which You must pay the applicable subscription fees to continue use of the Service. Only one 30-day trial shall be offered in any three (3) year period per any User, entity, salesforce.com company account, or related salesforce.com company accounts. At its sole discretion, Valence reserves the right to disable and/or prevent unreasonable trial installations.##1.5. Sandbox Installations. In addition to installations inside Production Environments within Your salesforce.com account, the Service may also be installed at no charge for a generally indefinite term inside a developer Sandbox Environment within Your salesforce.com account as described by Salesforce documentation (a “Sandbox Installation”). Sandbox Installations may only be used reasonably for testing and demonstration purposes, and they may not be used to perform any work of a commercial nature (even for internal use other than for testing or demonstration purposes) or to avoid purchasing a subscription to the Service in a production environment. At its sole discretion, Valence reserves the right to disable and/or prevent unreasonable Sandbox Installations and to seek damages for unreasonable Sandbox Installation usage in violation of this Section 1.5 where applicable.##1.6. External Servers. Our Service may integrate with other services on a number of platforms provided by third parties (“External Servers”). Please be aware that your activities on each of these platforms may be subject to additional terms of service for that particular platform. Valence is not responsible or liable for any aspect of the External Servers, including but not limited to security of Customer Data (as defined in Section 1.7) or availability of access.##1.7. Handling of Customer Data. You recognize and agrees that: (a) the Service operates within Your Salesforce Organization salesforce.com platform to facilitate movement of data to/from Salesforce Organizations and External Servers, each of Your choice; (b) Valence does not collect or store any data or information (including without limitation personally identifiable information) provided, made available or submitted to the Service or retrieved by the Service from Your salesforce.com account or External Servers ("Customer Data"), and (c) because of this, the security of Customer Data is the responsibility (if any) of You and/or Salesforce, and not of Valence.##1.8. Usage Metadata. You grant to Valence the right to use high-level metadata about Your usage of the Service, to be delivered to Valence from time to time by Salesforce (the “Metadata”). Metadata shall include the basic identity and contact information of You and/or other users utilizing the Service on your behalf, along with information related to usage and billing, including statistics such as number of errors, frequency and time of activity, and usage workflows. Metadata is specifically excluded from the definition of Customer Data.##1.9. Availability of salesforce.com and External Servers. You recognize and agree that the Service runs entirely within salesforce.com and connects directly to other third-party systems as configured, and that Valence will be unable to provide the Service and will have no liability in the event salesforce.com or External Servers are unavailable for any reason. Valence is not responsible or liable for any nonperformance of Service arising from planned or unplanned downtime of salesforce.com or External Servers.##1.10. Third Party Technology and Services. You acknowledge that the Service and its features and functionality are dependent on Your proper configuration of the Service, the availability of and proper performance of third party apps and services, such as salesforce.com, External Servers, and Extensions (as defined in Section 1.11 below), and that Valence is not liable for performance issues or downtime of the Service to the extent caused by Extensions, the External Servers they connect to, or other factors outside of Valence’s control.##1.11. Extensions. The Service has the ability to integrate with free and paid third-party applications chosen by you that offer additional or different features or functionality (“Extensions”). Extensions are optional and are chosen and installed at your sole discretion. Extensions may be owned and operated by third parties, and you must manually install Extensions into your salesforce.com organization to expose the feature(s) that they offer when integrated with the Service. In some cases, an Extension may be required in order to utilize certain features or functionality of the Service in a particular use case. You may have to pay additional fees for Extensions, and you may have to agree to additional terms and conditions from the owner or provider of the Extension in order to use an Extension. When you download or use an Extension, you acknowledge and agree that Valence may collect information from you regarding your use of the Extension in order to offer you the Service. Valence is not responsible or liable for any aspect of the Extensions. Use your own judgment when choosing whether or not to install and use Extensions. Valence and its licensors shall have no liability, obligation, or responsibility for any purchase or use of Extensions. Valence does not endorse any Extension. Valence may remove integrations with Extensions at its discretion, with or without notice.##1.12. Changes to the Service. Valence is constantly innovating and finding ways to provide our Users with new features and services. Therefore, we may, without prior notice, change the Service, add features, stop providing the Service or features of the Service, to you or to Users generally, or create usage limits for the Service. We may permanently or temporarily terminate or suspend your access to the Service without notice and liability for any reason, including if, in our sole determination, you violate any provision of this Agreement, or for no reason. Upon termination of your use of the Service, you continue to be bound by this Agreement.##1.13. Future Functionality. You agree that Your subscription to the Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Valence regarding future functionality or features, whether made before or after the Effective Date, except where another writing signed by Valence makes specific reference to the resolution of conflicts with this Agreement.##2. Payments##2.1. Payment. All fees due under this Agreement are payable in U.S. dollars only. Payment terms for the Service will be set forth on the salesforce.com AppExchange. Annual subscription plans are payable once per year. Payment is due upon the end of a 30-day trial period (if provided) and every year thereafter.##2.2. Billing Details. You may be required to provide Your credit card or bank account details to Valence or the payment service provider retained by Valence. You will be responsible for paying agreed-upon fees for the Service. You will be liable for any taxes required to be paid on the Service provided under the Agreement (other than taxes on Valence’s income). There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) income taxes assessed on Valence.##2.3. Non-Payment. In addition to any other rights granted to Valence herein, Valence reserves the right to suspend Your access to and use of the Service if You fail to pay any undisputed amount owed on or before its due date. Overdue amounts are subject to a financing charge of 1.0% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection. If You or Valence initiates termination of this Agreement, You will be obligated to pay the balance due on Your account and will not receive any refund for amounts already paid. Valence may also make use of any credit card or other billing mechanism associated with your account to attempt payment for any amounts owed and unpaid.##3. Customer Data, Materials, Software, & IP##3.1. Customer Data. You retain all right, title and interest in and to the Customer Data. You are solely responsible for Customer Data, including without limitation the accuracy, quality, integrity, legality, reliability, security and appropriateness of Customer Data, and any intellectual property ownership or right to use Customer Data. Valence is not responsible for the deletion, alteration, or loss of, or failure to store any Customer Data. You hereby agree to take all measures necessary to protect and encrypt sensitive Customer Data in accordance with local, state and federal laws. You recognize and agree that: (a) Valence does not own or have access to Customer Data in the ordinary course of its business; (b) salesforce.com provides a tool that permits You to allow Valence to log in to the Service as You in order to provide support services; and (c) if You provide such access to Valence, Valence will be able to view Customer Data. Valence will use all such Customer Data, if at all, only in order to provide support. Customer Data is Your Confidential Information and Valence is bound by the obligations in Section 6 in regard to all such information. Except as set forth in the preceding sentence, Valence will have no responsibility or liability for any exposure, disclosure, or loss of Customer Data, or for any loss arising out of or related to Customer Data.##3.2. Intellectual Property in General. As between you and Valence, Valence retains all right, title, and interest in and to the Service and all software used to provide the Service, including all updates, modifications and customizations, and all text, photographs, illustrations, designs, logos, trademarks and other content reproduced through the Service, suggestions, ideas, enhancement requests, feedback, recommendations, whether provided by Valence, salesforce.com, or any other third party, used to provide or presented through the Service ("Materials"). You recognize and agree that: (a) the Materials are the property of Valence or its licensors and are protected by copyright, trademark, and other intellectual property laws; and (b) You do not acquire any right, title, or interest in or to the Materials except the limited and temporary right to use them as necessary for Your use of the Service. This Agreement does not grant You any intellectual property rights in or to the Service or any of its components.##3.3. Acceptable Use. You agree not to, and will not encourage or assist any third party, to:##(a) use the Service to harm others or the Service, for example, by using the Service to harm, threaten, or harass another person, organization, or Valence and/or to build a similar service or website.##(b) damage, disable, overburden, or impair the Service (or any network connected to the Service); resell or redistribute the Service or any part of it unless otherwise approved by Valence in writing; use any unauthorized means to modify, reroute, or gain access to the Service or attempt to carry out these activities;##(c) modify, alter, tamper with, repair or otherwise create derivative works of any software provided as part of the Service;##(d) reverse engineer, disassemble or decompile the software used to provide or access the Service or attempt to discover or recreate the source code used to provide or access the Service;##(e) sell, lend, rent, resell, lease, sublicense, frame, mirror or otherwise transfer any of the rights granted to you with respect to the Service to any third party;##(f) remove, obscure or alter any proprietary rights notice pertaining to the Service;##(g) access or use the Service in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;##(h) use the Service to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Valence; (iv) store or transmit inappropriate Customer Data, such as Customer Data: (1) containing unlawful, defamatory, threatening, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (iv) store or transmit any Customer Data that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (v) abuse, harass, stalk or otherwise violate the legal rights of a third party;##(i) interfere with or disrupt servers or networks used to access the Service, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user's full use and enjoyment of the Service;##(j) access or attempt to access Valence's other accounts, computer systems or networks;##(k) share passwords or other access information or devices or otherwise authorize any third party to access or use the Service.##Valence reserves the right, in its sole discretion, to determine whether and what action to take in response to violations of this Section 3.3. Any action or inaction in a particular instance will not dictate or limit Valence's response to a future complaint.##4. Performance of Duties and Obligations####You hereby grant to Valence all licenses and rights in and to Customer Data necessary for Valence to provide the Service to You or as required by law. You are responsible for providing all Customer Data required for the proper operation of the Service.####5. Representations, Warranties, & Remedies##5.1. Right to Do Business. Each party warrants that (a) it has the full right and authority to enter into, execute, and perform its obligations under this Agreement; and (b) that the person executing this Agreement on behalf of such party has been authorized to execute this Agreement and bind such party to its terms.##5.2. IP Remedies. In the event of any third-party claim that the Service, as provided, infringes a United States patent, copyright or trademark. Valence shall, at its option and expense and as Your exclusive remedy: (a) procure for You the right to continue using the Service; (b) replace or modify the Service so that it is no longer infringing but continues to provide comparable functionality; or (c) terminate this Agreement and Your access to the Service and refund any amounts previously paid for the Service attributable to the remainder of the then-current term of this Agreement. Valence will have no liability to You for any infringement action that arises out of a breach of the terms and conditions of this Agreement by You or of the use of the Service (i) after it has been modified by You or a third party without Valence's prior written consent, or (ii) in combination with any other service, equipment, software or process not provided by Valence where the combination is the basis for the infringing activity. THIS SECTION SETS FORTH THE ENTIRE OBLIGATION OF VALENCE AND YOUR EXCLUSIVE REMEDY FOR ANY ALLEGED OR ACTUAL INFRINGEMENT OF INTELLECTUAL PROPERTY.##5.3. Disclaimers. Except for the express warranties specified in Section 5.1 above, THE SERVICE IS PROVIDED "AS IS" AND AS AVAILABLE, AND VALENCE MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. Without limiting the generality of the foregoing: (a) Valence does not warrant that the Service will perform without error or immaterial interruption; and (b) Valence does not warrant the security or protection of any Customer Data.##6. Confidential Information##6.1. General. "Confidential Information" means (a) any information disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, including, without limitation, algorithms, business plans, Customer Data, customer lists, customer names, designs documents, drawings, engineering information, financial analysis, forecasts, formulas, hardware configuration information, know-how, ideas, inventions, market information, marketing plans, processes, products, product plans, research, specifications, software, source code, trade secrets or any other information which is designated as "confidential," "proprietary" or some similar designation and (b) any information otherwise obtained, directly or indirectly, by a receiving party through inspection, review or analysis of the materials described in clause (a). Information disclosed orally shall be considered Confidential Information only if such information is confirmed in writing as being Confidential Information within a reasonable time after the initial disclosure. Confidential Information may also include information of a third party that is in the possession of one of the parties and is disclosed to the other party under this Agreement. Confidential Information includes, without limitation, documentation, specifications, pricing, disclosures in connection with the Service and the terms and conditions of this Agreement. Confidential Information shall remain the sole property of the disclosing party or its licensors.##6.2. Nondisclosure. Information and materials will not be considered as Confidential Information if the receiving party can establish by documentary evidence that the information is or was: (a) lawfully available to the public through no act or omission of the receiving party; (b) in the receiving party's lawful possession prior to disclosure by the disclosing party and not obtained either directly or indirectly from the disclosing party; (c) lawfully disclosed to the receiving party by a third party without restriction on disclosure; or (d) independently developed by the receiving party. The parties agree, both during the term of this Agreement and for a period of five (5) years (or, as applicable, with respect to Confidential Information that is a trade secret, for an indefinite period) after its termination, to hold each other's Confidential Information in confidence and not to disclose such information in any form to any third party without the express written consent of the disclosing party, except to employees and consultants performing services for the benefit of the receiving party who are under a written non-disclosure agreement protecting the applicable Confidential Information in a manner no less restrictive than this Agreement. Each party agrees to take all reasonable steps to ensure that Confidential Information is not disclosed or distributed by its employees or agents in violation of this Agreement. A receiving party facing legal action to disclose Confidential Information of the disclosing party shall promptly notify and provide the disclosing party the opportunity to oppose such disclosure or obtain a protective order and shall continue to treat such information as Confidential Information. This Section 6.2 shall not be construed as granting or conferring any rights to either party by license or otherwise, expressly or implicitly, to any Confidential Information.##7. Indemnification####You will indemnify, defend, and hold harmless Valence, as well as its licensors parents, subsidiaries, affiliates, officers, directors, shareholders, employees, attorneys and agents (collectively the "Valence Parties") from and against any and all losses, claims, suits, actions, liabilities, costs, and expenses (including taxes, fees, fines, penalties, interest, expenses of investigation, and attorneys’ fees and disbursements) arising out of or related to Your use of the Service, including without limitation: (a) claims that Valence's processing, management, or use of Customer Data violates any contract or any law, rule, or regulation in any jurisdiction; and (b) claims by Your own customers or Your employees, users, business partners, or affiliates.##8. Limitation of Liability####THE AGGREGATE, CUMULATIVE LIABILITY OF VALENCE, INCLUDING OF THE VALENCE PARTIES, UNDER THIS AGREEMENT SHALL BE LIMITED TO THE FEES PAID OR PAYABLE BY YOU TO VALENCE DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM. IN ADDITION, NEITHER VALENCE NOR THE VALENCE PARTIES WILL BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES. THE LIABILITIES LIMITED BY THIS SECTION 8 APPLY: (a) TO LIABILITY FOR NEGLIGENCE; (b) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY, OR OTHERWISE; (c) EVEN IF THE PARTY TO BE CHARGED IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (d) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. If applicable law limits the application of the provisions of this Section 8, Valence's and the Valence Parties' liability will be limited to the maximum extent permissible.##9. Termination##9.1. Termination for Convenience. Either party may terminate this Agreement, effective upon the expiration of the then-current term, by notifying the other party in writing at least one (1) business day prior to the expiration of such term. The preferred method for this is for You to cancel Your account through Your salesforce.com account at AppExchange.com, and it will terminate at the end of the current term (monthly or yearly) automatically. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. Valence reserves the right to terminate any trial period, at any time without notice.##9.2. Termination for Cause. Either party may terminate this Agreement if the other party: (a) fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors arrangement, composition or comparable proceeding, or if any such proceeding is instituted against such party, and it is not dismissed within sixty (60) days). Termination is not an exclusive remedy and the exercise by either party of any remedy under this Agreement will be without prejudice to any other remedies it may have under this Agreement, by law, or otherwise.##10. Miscellaneous##10.1. Complete Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties. This Agreement integrates and supersedes all contemporary or prior written and/or oral agreements and communications relating to the subject matter hereof, unless another writing signed by Valence has made specific reference to a resolution of conflicts with an agreement of this nature.##10.2. Severability. If any provision of this Agreement is adjudicated invalid or unenforceable, the remaining provisions will remain in effect and the Agreement will be amended to the minimum extent necessary to achieve, to the maximum extent possible, the same legal and commercial effect originally intended by the parties. ##10.3. Notices. Every notice or other communication required or contemplated by this Agreement by Valence shall be delivered to You via the email address of the first user to install the managed package in Your salesforce.com account, and notices from you to Valence should be sent to legal@valencedata.com. Notice shall be effective only if acknowledged in writing by a duly authorized representative of the party to whom it was given.##10.4. Independent Contractors. The parties are independent contractors and will so represent themselves in all regards. Neither party is the agent of the other and neither may bind the other in any way.##10.5. No Waiver. Neither party will be deemed to have waived any of its rights under this Agreement by lapse of time or by any statement or representation other than (a) by a duly authorized representative of each party and (b) in an explicit written waiver. No waiver of a breach of this Agreement will constitute a waiver of any prior or subsequent breach of this Agreement.##10.6. Force Majeure. Neither party shall be liable to the other for its failure to perform its obligations under this Agreement, except for payment obligations, during any period in which such performance is delayed or rendered impracticable or impossible due to unforeseen circumstances beyond its reasonable control.##10.7. Assignment & Successors. This Agreement shall not be assignable by You without the written consent of Valence. Any purported assignment in violation of this Section is void. Upon assignment, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the parties, their legal representatives, assignees and successors in interest.##10.8. Choice of Law & Jurisdiction. This Agreement will be governed solely by the internal laws of the State of Hawaii, without reference to such State's principles of conflicts of law. The parties consent to the personal and exclusive jurisdiction of the federal and state courts in Honolulu County, Hawaii. In the event of any action or proceeding between the parties, whether by suit or arbitration, as to their rights and obligations under this Agreement, each party will bear its own costs incurred in connection therewith, including attorney's fees.
