The OpFocus Time Zone checker helps your traveling Salesforce.com Users keep their computer and Salesforce time zones in sync. Simply download this free app into your system, and add the custom Home Page Component to the Sidebar of the Home tab layouts.
OpFocus, Inc. Master Subscription Agreement
BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE GET IT NOW - ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF OPFOCUS' ONLINE SERVICE ("SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE POWER AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO 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”).
For reference, a Definitions section is included at the end of this Agreement. OpFocus, Inc. offers its Time Zone Checker at no-cost, and with no implied warranty or support.
1 The Service
This Agreement governs your use of the OpFocus, Inc. online software solutions and other corporate ERP services identified during the ordering process, collectively the "Service." OpFocus, Inc. provides access to the Service via Salesforce.com's AppExchange.
2 License Grant & Restrictions
2.1 Subscription to the Service. Subject to the terms of this Agreement, OpFocus, Inc. hereby grants to you a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Service by any number of Users, in accordance with the Documentation and solely for your internal business purposes of managing time zones within Salesforce.com as allowed by the Service. OpFocus, Inc. and its licensors reserve all rights not expressly granted to you in this Agreement.
2.2 Additional Users. There is no limit to additional Users (“Additional Users”), within your Salesforce.com system.
2.3 Restrictions. You shall not (i) license, sublicense, sell, resell, use as a service bureau, or otherwise use the Service for a third party’s benefit unless such use has been authorized by OpFocus, Inc. in writing; (ii) transfer, assign, distribute or otherwise commercially exploit or make the Service, OpFocus, Inc. System or Content available to any third party not authorized in writing by OpFocus, Inc.; (iii) modify or make derivative works based upon the Service or the Content; (iv) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; (v) reverse engineer or decompile the Service or OpFocus, Inc. System; (vi) interfere with or make use of the Service in any manner not consistent with the Documentation, or (vii) access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
3 Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and will notify OpFocus, Inc. promptly of any unauthorized use of any
password or account or any other known or suspected breach of security; (ii) report to OpFocus, Inc. immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another OpFocus,
Inc. user or provide false identity information to gain access to or use the Service. You will not attempt to or use your access to the Service to knowingly interfere with or disrupt the integrity or performance of the Service or the data contained therein.
4 Security; Customer Data
4.1 Processing of Data. You acknowledge and agree that in order to provide the Service to you, you must allow the Service brief but periodic access to your Salesforce.com account to retrieve, manipulate, process, and modify Customer Data (“Process”), and you expressly consent to the Service’s accessing your Salesforce.com account to Process Customer Data solely as is necessary to provide the Service or Support Services (but only to the extent that Opfocus, Inc. elects in its sole and absolute discretion to provide such Support Services to you). If the Service cannot for any reason access your Salesforce.com account or Process Customer Data, OpFocus, Inc. may not be able to provide you the Service, and OpFocus, Inc. will be excused from any nonperformance of Service arising from the Services’ inability to access to your Salesforce.com account or Process Customer Data. You acknowledge that to provide the Service, Customer Data leaves the Salesforce.com system. Salesforce.com is not responsible for Customer Data when it is outside of the Salesforce.com system.
4.2 Security. OpFocus, Inc. does not control, and has no responsibility or liability for, security issues caused by the Salesforce.com Service. You acknowledge and agree that, notwithstanding such Appropriate Security Measures, use of or connection to the Internet provides the potential opportunity
for unauthorized third parties to circumvent such precautions and illegally gain access to the Service and Customer Data.
4.3 Customer Data. OpFocus, Inc. does not own Customer Data or User Details. OpFocus, Inc. does not store Customer Data, but does store User Details in order to provide and enhance your use of the
Services. You are solely responsible for Customer Data, and User Details including without limitation the accuracy, quality, integrity, legality, reliability, appropriateness of the foregoing, and obtaining any Intellectual Property Rights ownership or right to use the foregoing. You will not provide, post or transmit any Customer Data or User Details that: (a) infringe or violate any Intellectual Property Rights, publicity/privacy rights, law or regulation; or (b) contain any viruses or programming routines, macros, or other elements that may damage, surreptitiously intercept or expropriate any system, data or personal information. OpFocus, Inc. may take remedial action, including immediate suspension of your access to
the Services, if Customer Data or User Details violates Section 4.3. OpFocus, Inc. is under no obligation to review Customer Data for accuracy or potential liability.
5 Support and Service Levels
5.1 Support. OpFocus, Inc. provides no support for the Time Zone Checker app.
5.2 Service Levels. Subject to the terms of this Agreement, the Service “Uptime” will generally be equal to or greater than 99% in each calendar quarter and the Service will perform in substantial conformance with the Documentation (“Service Level”), except for Excluded Downtime, where “Uptime” = (Total Minutes – Unplanned Downtime – Excluded Downtime) / (Total Minutes – Excluded Downtime) x 100. As your sole and exclusive remedy and OpFocus' sole liability for OpFocus' non-conformance with the Service Level, if the Service Level is not met, you may terminate this Agreement pursuant to Section 9.
5.3 Third party Technology or Services. You acknowledge that the Service is dependent on availability of and proper performance of third party services, software, and Internet technology, including
Salesforce.com, and we are not liable for performance issues or downtime of the Service to the extent caused by such technology. You are solely responsible for providing, at your own expense, all network access to the Service, including, without limitation, acquiring, installing and maintaining all telecommunications equipment, hardware, software and other equipment as may be necessary to connect to, access and use the Service.
6 Intellectual Property Ownership
6.1 Ownership. OpFocus, Inc. and its licensors own all right, title and interest, including all related Intellectual Property Rights, in and to the OpFocus, Inc. System, the Content and the Service, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. The OpFocus, Inc. name, the OpFocus, Inc. logo, and the product names associated with the Service are trademarks of OpFocus, Inc. or third parties.
6.2 Customer Duties. You retain all right, title and interest in and to the Customer Data. You grant to OpFocus, Inc. all necessary licenses and rights in and to Customer Data solely as necessary for
OpFocus, Inc. to provide the Service to you or as required by law. You will be solely responsible for providing all Customer Data required for the proper operation of the Service. OpFocus, Inc. will not knowingly use or access any Customer Data except as necessary to provide the Service or as otherwise authorized by you.
7.1 Fees. There are no Fees for the Service.
This Agreement commences on the Effective Date and will continue for an initial term of 1 year (“Initial Term”) from the Subscription Start Date based on initial download date unless terminated earlier as allowed in this Agreement. Upon the expiration of the Initial Term, the term of this Agreement will automatically extend for successive terms of 1 year at no cost, provided that either party may terminate this Agreement or reduce the number of seats, effective upon the expiration of the Initial Term or the then-current extension period, by notifying the other party in writing at least 30 business days prior to the expiration of the Initial Term or then-current extension term, as applicable term. 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. OpFocus, Inc. reserves the right to terminate any trial period, at any time without notice.
9 Suspension; Termination for Cause
If you are in breach of this Agreement, OpFocus, Inc. may suspend your access to and use of the Service (a) immediately without notice if you are using the Service in any manner that OpFocus, Inc., in its sole discretion, believes is or may be degrading or disrupting to the Service or (b) if you fail to cure a breach of any other obligation within 10 days of receiving notice of the breach from OpFocus, Inc.. Additionally, either party may terminate this Agreement upon written notice if the other party materially
breaches the Agreement and does not cure such breach within 30 days after written notice of such breach. Upon the termination of this Agreement for any reason: (a) any amounts owed to OpFocus, Inc. by you under this Agreement before such termination will become immediately due and payable; (b) each party will return to the other all property of the other party in its possession or control, and (c) OpFocus, Inc. will terminate your access to or use of the Service The rights and duties of the parties under Sections 2.3, 3, 4.3, 6-15, 17, and 18 will survive the termination or expiration of this Agreement.
10 Representations & Warranties
10.1 Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
10.2 Data Warranty. You represent and warrant that you own or have obtained all rights, consents, permissions, or licenses necessary to allow the Service access to, or possession, manipulation, processing, or use of the Customer Data and User Details.
11 Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5, OPFOCUS, INC. AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR
COMPLETENESS OF THE SERVICE OR ANY CONTENT, AND THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS, AS-AVAILABLE” BASIS. ALL CONDITIONS,
REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-
INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY OPFOCUS, INC. AND ITS LICENSORS.
12 Mutual Indemnification
12.1 Your Indemnity. You shall indemnify and hold OpFocus, Inc., its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including
attorneys’ fees and costs) arising out of or in connection with a claim arising from or related to OpFocus' access to, or possession, manipulation, processing, or use of the Customer Data or User
Details as is necessary to provide the Service or otherwise caused by or attributable to your breach of this Agreement.
12.2 OpFocus' Indemnity. If any action is instituted by a third party against you based upon a claim that the Service, as provided, infringes a United States copyright or trademark, then OpFocus, Inc. will defend such action at its own expense on behalf of you and will pay all damages attributable to such claim which are finally awarded against you or paid in settlement of such claim. OpFocus, Inc. may, at its option and expense, and as your exclusive remedy hereunder: (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. OpFocus, Inc. 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 OpFocus' prior written consent, or (ii) in combination with any other service, equipment, software or process not provided by OpFocus,
Inc. where the combination is the basis for the infringing activity. THIS SECTION SETS FORTH THE ENTIRE OBLIGATION OF OpFocus, Inc. AND YOUR EXCLUSIVE REMEDY AGAINST OPFOCUS,
INC. OR ANY OF ITS SUPPLIERS FOR ANY INFRINGEMENT CLAIM.
12.3 Procedure. A party seeking indemnification under this Section 12 will (a) give written notice of the claim promptly to the other party; (b) give the other party sole control of the defense and settlement of the claim; and (c) provide to the other party all available information and assistance.
13 Internet; Delays
YOU ARE SOLELY RESPONSIBLE FOR PROVIDING INTERNET ACCESS IN ORDER TO ACCESS AND USE THE SERVICE. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND
OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. OPFOCUS, INC. IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
14 Limitation of Liability
EXCEPT FOR YOUR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL,
EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE)
ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, OR THIS AGREEMENT,EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. IN NO EVENT SHALL OPFOCUS INC.’S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE FROM YOU TO OPFOCUS, INC. IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.
15.1 Confidential Information. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the
Disclosing Party (“Confidential Information”).
15.2 Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its
obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty under this Section 15.2. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
15.3 Exceptions. The Receiving Party’s obligations under Section 15.2 with respect to any Confidential Information of the Disclosing Party will not apply if such information: (a) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any
confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights
under the Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
15.4 Return of Confidential Information. The Receiving Party will return to the Disclosing Party or use reasonable efforts to destroy all Confidential Information of the Disclosing Party in the Receiving
Party’s possession or control promptly upon the written request of the Disclosing Party upon the expiration or termination of the Agreement. Upon the Disclosing Party’s prior written request, the Receiving Party will certify in writing signed by an
officer of the Receiving Party that it has fully complied with its obligations under this Section 15.4.
16 Assignment; Change in Control
This Agreement may not be assigned by either party without the prior written approval of the other party, (such approval not to be unreasonably withheld) except in connection with (i) a merger,
consolidation, or similar transaction involving (directly or indirectly) a party, (ii) a sale or other disposition of all substantially all of the assets of a party, or (iii) any other form of combination or
reorganization involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be void.
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, USA without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the sole and exclusive jurisdiction of the state and federal courts located in Boston, Massachusetts USA. No text or information set forth on any other purchase order, preprinted form or document (other than an
associated OpFocus' quote or invoice, if applicable) shall modify the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid
or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The parties are independent contractors and this Agreement does not create any joint venture, partnership, employment, or agency relationship between you and OpFocus, Inc.. The failure of OpFocus, Inc. to enforce any right or provision in this Agreement shall not constitute a waiver of that or any future right or provision unless acknowledged and agreed to by OpFocus, Inc. in writing. This Agreement, together with any associated OpFocus' quote or invoice, comprises the entire agreement between you and OpFocus, Inc. and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein, including any previously executed electronic version of an OpFocus, Inc. subscription agreement, commonly known as a clickthrough or EULA. All notices, required or permitted under this Agreement must be delivered in writing by courier, facsimile, or by certified or registered mail (postage prepaid and return receipt requested) to the other party at its address set forth in this Agreement. Notice
hereunder will be effective (a) upon receipt or 3 days after being deposited in the mail as required above with the postal authority of the receiving party’s country, whichever occurs sooner, or (b) if
delivered by email, upon receipt of email if delivered by email with a fax confirmation sent on the same day. Any notice to OpFocus, Inc. will be delivered to OpFocus, Inc., 25 Burlington Mall Road Suite 407, Burlington, MA 01803 USA. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any Force Majeure.
As used in this Agreement the following terms have these meanings:
“OpFocus, Inc. System” means the hardware, software, network equipment, and other technology used by OpFocus, Inc. to deliver the Service, and any other of OpFocus' proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by OpFocus, Inc. in providing the Service.
“Appropriate Security Measures” means commercially reasonable technical, physical and procedural controls to (i) protect Customer Data against destruction, loss, alteration, unauthorized disclosure to third parties, and unauthorized access by employees or contractors employed by OpFocus, Inc., and (ii) prevent the introduction of viruses, worms, Trojan horses or other unintended malicious or destructive code and other harmful components into the Service and Content,.
“Business Hours” shall mean the hours between 9 am and 5 pm, Eastern Time, Monday through Friday, excepting recognized United States national holidays.
“Content” means the visual information, documents, software, products and services contained or made available to you in the course of using the Service, other than Customer Data.
“Customer Data” means any information (including without limitation personally identifiable information) provided, made available, or submitted by you to the Service or retrieved by the Service from your Salesforce.com account other than User Details.
“Documentation” means OpFocus' published documentation and tech notes that are generally made available by OpFocus, Inc. to all customers.
“Excluded Downtime” means any time the Service is not available because of a Force Majeure or Planned Downtime.
“Force Majeure” means events or circumstances beyond a party’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving OpFocus' employees), telecommunications or network failures or delays, service or computer failures involving services, hardware, or software not within OpFocus' possession or reasonable control, and acts of vandalism (including network intrusions and denial of service attacks).
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.
“Planned Downtime” means any period of time during which the Service is unavailable due to OpFocus' planned maintenance and support of the Service or OpFocus, Inc. System for which
OpFocus, Inc. gives you at least 24 hours prior notice. Except for urgent circumstances (e.g., a system failure or security threat), Planned Downtime may occur from 10:00PM Friday through 4:00 AM Monday, Eastern Time.
“Salesforce.com Service” means the service provided by Salesforce.com to which you must be a subscriber in order to obtain the Service.
“Support Services” means technical assistance provided by OpFocus, Inc. personnel to your Salesforce.com administrator(s) relating to Support Incidents.
“Total Minutes” means the total number of minutes in the calendar quarter at issue.
“Unplanned Downtime” means any time the Service is not available because of an event or circumstance other than Planned Downtime.
“User(s)” mean your named employees, representatives, consultants, contractors, partners, or agents who are authorized to use the Service by you through the “User Management” facility of the Service.
“User Details” means information about your Users retrieved from the Salesforce.com “User Detail” page.