Vaykay Terms and Conditions## ##INTRODUCTION##This Terms and Conditions agreement (the “Term” or the “Agreement”) is between you (the “User”) and Valued Merchandise, LLC (“Vaykay” or the “Company”) and governs your use of the Time Off & Expense Tracking application (the “App”), which is featured and runs on the Force.com AppExchange (the “Exchange” and as defined below).## ##By clicking the "Get it Now" button on the Exchange listing for the App, you agree on behalf of yourself and any User in your organization to enter into this Agreement with Vaykay and be legally bound by this Agreement. Further, any continued use by any User of the App shall be considered explicit agreement to all of the terms and conditions herein.## ##If you are entering into this Agreement on behalf of a company or other organization, you represent that you have the authority to bind such company to this Agreement and commit funds on its behalf, and the terms "you" and "your" will refer to that company or organization. If you do not have that authority, or if you do not agree with these terms and conditions, you must not click the "Get it Now" button and must not proceed with installation and use of the App or any other Vaykay products or services.## ##This Agreement was last updated on July 31, 2019. It is effective between you and Vaykay (the “Parties”) as of the date of your acceptance.## ##DEFINITIONS##• "Exchange" means the online Force.com AppExchange directory of Web-based, on-demand applications and downloadable software applications that interoperate with the Force.com Platform, or another similar application service. Among other things, the Exchange allows companies to list, and allows users to test drive, review and install, those applications.## ##• "Vaykay" is the subscription-based application (“App”) listed on the Exchange that is the subject of this Agreement. ## ##• " Valued Merchandise, LLC " is a Louisiana Limited Liability Company that publishes the Vaykay application listed on the Exchange.## ##• "We," "Us" or "Our" means the Valued Merchandise as defined above.## ##• "You" or "your" means the person accepting this Agreement or, if that person is accepting this Agreement on behalf of a company or other organization, that company or organization.## ##• “Review” means the posted comments and scores submitted by those other than Vaykay on the Vaykay AppExchange (or other similar application service) listing’s Reviews tab.## ##• “AppExchange Checkout Process” is defined as set forth in Section 5.3.## ##• An “Instance” of Salesforce or another similar application service is defined as the specific user interface, configuration, and database that is assigned to your company and seen by a user of your company when they log into Salesforce or another similar application service.## ##• An “Active Subscriber” of Vaykay means a company or person that has supplied credit card or other payment method information and is paying from said payment method for active user of the Vaykay service on a monthly or annual basis.## ##1. ACCESS; LICENSE TO USE; AVAILABILITY; SECURITY## ##1.1 Clicking on “Get It Now” and clicking on any payment or other agreements on the Exchange provides you access to and full functionality of the App. Upon such access, Vaykay provides you with a limited and fully revocable license to use the App. Such license is subject to all of the terms and conditions in this Agreement and may be terminated by Vaykay pursuant to the provisions and limitations herein.## ##1.2 The availability of the App is dependent on the availability of the Exchange. You hereby acknowledge and agree to hold Vaykay harmless in the event that the App is unavailable as a result of the unavailability or downtime of the Exchange. Similarly, the security of the data, other than as provided herein, is dependent on the security of the Exchange. You hereby agree to hold Vaykay harmless for any of your claims that may arise as a result of security breaches experienced by the Exchange.## ## ##2. REVIEWS## ##2.1 you are entitled to submit a Review on the Exchange listing for Vaykay that comments on your experience with the application.## ##2.2 We are entitled to read and respond to any Review posted on our listing. The response can include a direct reply to your Review or it can be a request to Salesforce.com (or similar provider) to ensure your Review meets their terms and conditions.## ##2.3 Please note that any negative reviews toward our support policies and/or our response times will include a response referencing the Support terms below, to which you hereby agree.## ##3. SUPPORT## ##3.1 Vaykay provides limited technical support to assist with your installation and use of the Vaykay application. This support can be found in the Vaykay Setup Guide document, which can be accessed on the Exchange listing for Vaykay, under Customization Guides. We offer no training and do not bear the responsibility of teaching you how to use Vaykay and/or our products beyond the contents included in the Vaykay Setup Guide document. Any training or technical support as it relates to the Salesforce.com platform, and not the Vaykay application, must be sought from Salesforce.com or other experienced third parties.## ##3.2 Vaykay provides limited email support (with approximate response times between 3-5 business days) at no additional cost for active subscribers.## ##3.3 Customization or ongoing technical support requiring more than three (3) email responses is available but subject to additional fees if agreed upon by both you and Vaykay. Such additional support may require visibility or access to your organization that is only granted by you when you "grant login access" in the Setup interface of your CRM. Granting login access provides visibility and access to your CRM data. Do not grant login access unless you freely accept responsibility for providing visibility to your CRM data to Vaykay.## ##3.4 Our personnel will not have access to or store any of your Salesforce Data unless access to your Salesforce Data is specifically granted by you to Vaykay through the support channels of the Salesforce platform.## ##4. TERM AND TERMINATION## ##4.1 Term of Agreement. The term of this Agreement shall commence on the date you accept it, and continue for one year after you uninstall the Vaykay package from all your production and sandbox Instances, or one year after your last use of Vaykay, whichever is later.## ##4.2 Termination. Vaykay may terminate this Agreement immediately and without prior notice if you fail to comply with any term or condition of this Agreement or if Vaykay does not receive timely payment pursuant to this Agreement. In addition, Vaykay may terminate, at any time and in its sole discretion, any Vaykay license if you distribute Vaykay and/or our products without our written consent. This Agreement will terminate automatically if you fail to comply with any of its terms or if the term of the Agreement ends. You may terminate this Agreement at any time with written notice to Vaykay 30 days prior to your next billing period. In the event of termination of this Agreement, all licenses granted hereunder shall automatically terminate and you must immediately cease use of and uninstall the Vaykay application.## ##4.3 Survival. The parties' rights and obligations under this Agreement will survive any termination or expiration of this Agreement. Termination of this Agreement will not affect any rights you may have pursuant to any other written agreements with Us.## ##5. FEES AND PAYMENT## ##5.1 Application Subscription Fees. Subscription fees for Vaykay shall be as set forth and updated from time to time on the Exchange listing for Vaykay. ## ##5.2 You agree to pay all applicable subscription fees at the time of the AppExchange Checkout Process.## ##5.3 AppExchange Checkout Process is a service from Salesforce.com (or similar provider) that enables you to pay for the App directly on the Exchange. The service bills your credit card and deposits money into our account automatically.## ##5.4 AppExchange Checkout Process will collect your credit card information, manage trial periods (if applicable), process charges and fees, and will automatically send your license selection details to Us.## ##6. LICENSES## ##6.1 Upon payment of the fees set forth in Section 5 above, and upon entering into this Agreement, Vaykay hereby grants you a personal, non-transferable, and non-exclusive license to install and use the App during the term of your subscription. Directions on how to acquire a subscription license to the App are included on the Exchange listing for Vaykay. Subscriptions are made via the AppExchange Checkout Process, which is initiated when you click “Get it Now.” ## ##6.2 You agree not to assign or distribute copies of the App to others, without our prior written consent. The App contains proprietary material and/or trade secrets. You agree NOT to decompile, reverse engineer, disassemble, or otherwise reduce the App to a human readable form. You will not modify, adapt, translate, rent, lease, loan, resell for profit, distribute, or otherwise assign or transfer the App, or create derivative works based upon the App or any part thereof. ## ##6.3 Subject to this Agreement and the limited license set forth above, nothing in this Agreement transfers or assigns to you any of Vaykay’s intellectual property rights in the App and/or our products, trade or service marks, written statements or materials, or our technology, including but not limited to any of our rights (whether registered or not) regarding trade or service marks, copyrighted material, trade secrets, or patents, whether pursuant to state, federal or foreign laws. ## ##6.4 The trademarks, service marks, trade names, and logos used and displayed on the App, our websites, and any of Vaykay’s marketing materials are our registered and unregistered trademarks. Nothing in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any mark, without our prior express written consent. We aggressively enforce our intellectual property rights. For example, 1) the names “Valued Merchandise, LLC”, “Vaykay,” or our logos may not be used by you in any way, including in advertising or publicity pertaining to distribution of materials on Vaykay, without our prior express written consent; 2) you may not use any metatags or any other “hidden text” utilizing our trademarks, service marks, trade names or logos without our prior express written consent; and 3) you are not authorized to use our logo as a “hyperlink” to Vaykay unless you obtain our prior express written consent.## ##6.5 All content included on the App as it is packaged on the Exchange, including any materials, documents, text, designs, graphics, logos, images, audio and video is the property of Valued Merchandise, LLC, LLC or its affiliates and suppliers, and is protected by United States and international copyright and trademark laws. you may not inline, frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout or form) without our prior express written consent.## ##7. RESTRICTIONS## ##7.1 YOU AGREE NOT TO MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, OR OTHERWISE ASSIGN OR TRANSFER THE APP OR OUR PRODUCTS, OR CREATE DERIVATIVE WORKS BASED UPON THE APP OR OUR PRODUCTS OR ANY PART THEREOF, OR OTHERWISE USE THE APP OR OUR PRODUCTS TO CREATE A COMPETING OR SIMILAR APP OR PRODUCT REGARDLESS OF WHETHER YOU ARE USING A FREE TRIAL OR PREMIUM VERSION OF VAYKAY.## ##7.2 You may NOT sublicense, assign, or distribute copies of the App to others. The App and our other software contains trade secrets. You may NOT decompile, reverse engineer, disassemble, or otherwise reduce the Software to a human readable form. YOU MAY NOT MODIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN, RESELL FOR PROFIT, DISTRIBUTE, OR OTHERWISE ASSIGN OR TRANSFER THE APP OR OUR OTHER SOFTWARE, OR CREATE DERIVATIVE WORKS BASED UPON THE APP OR OUR OTHER SOFTWARE OR ANY PART THEREOF. This is similar to the rights retained by authors and publishers in the book business. No one can reproduce or plagiarize the materials in the book bought by an end-user.## ##8. NON-CONFIDENTIALITY## ##8.1 Vaykay does not want to receive confidential or proprietary information from you through our Twitter page, email address, or other social media associated with Valued Merchandise, LLC, LLC or by any other means of contacting Valued Merchandise. If you transmit to or post on the Exchange or to the Vaykay email address, Twitter page, or other social media site associated with Vaykay, any material, data, information or idea by any means, it will be treated as non-confidential and non-proprietary and Vaykay shall be free to reproduce, publish, or otherwise use such information for any purposes whatsoever including, without limitation, the research, development, manufacture, use or sale of products incorporating such information. The sender of any information to Vaykay is fully responsible for its content, including its truthfulness, accuracy, and its non-infringement of any other person, organization, or entity’s proprietary rights.## ##9. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY## ##9.1 THE APP AND/OR OUR PRODUCTS ARE PROVIDED TO YOU “AS-IS.” WE PROVIDE NO WARRANTIES OF ANY KIND REGARDING THE APP AND/OR OUR PRODUCTS. For example, we do not warrant or represent that: 1) The App is suitable for every enterprise-wide deployment; 2) We have a duty to update or enhance the App on an annual basis; 3) We have a duty to resolve technical issues or complaints to your complete satisfaction; or that 4) The app is free from technical issues, glitches, service interruptions or errors.## ##9.2 NO WARRANTY IS PROVIDED, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ASSUME ALL RISKS AS TO THE SUITABILITY, QUALITY, EASE OF USE, AND PERFORMANCE OF THE APP AND/OR OUR PRODUCTS. IN NO EVENT WILL WE, OR OUR DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES, BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE VAYKAY OR ACCOMPANYING WRITTEN MATERIALS, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.## ##9.3 YOU AGREE TO LIMIT OUR LIABILITY TO YOU (IF ANY) SUCH THAT IN NO EVENT SHALL ANY DAMAGES AWARDED EXCEED THE AMOUNT OF THE ONE YEAR SUBSCRIPTION (FOR THE CALENDAR YEAR AT ISSUE) THAT YOU PAID TO VAKAY PURSUANT TO SECTION 5 ABOVE. THIS LIMITATION OF LIABILITY APPLIES TO ANY DAMAGES, INCLUDING DIRECT, INDIRECT, FORSEEABLE OR UNFORSEEABLE DAMAGES, FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION.## ##10. INDEMNITY##You hereby agree to indemnify and hold Vaykay and our subsidiaries, affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), arising out of, or in connection with, a claim or demand (i) alleging that any content submitted by you to Vaykay infringes upon, misappropriates, violates, or breaches any contractual, proprietary or other rights of a third party; or (ii) based on your breach of this Agreement. This Agreement does not contemplate any third party beneficiaries.## ##11. GOVERNING LAW##This Agreement shall be construed and enforced according to the laws of the State of Louisiana and any dispute under this Agreement must and can only be brought in a court with competent jurisdiction in New Orleans, Louisiana. You agree to this applicable governing law without regard to choice or conflicts of law rules, and you agree to the exclusive jurisdiction and venue set forth herein.## ##12. GENERAL##If any provision of these terms and conditions of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this License will remain in full force and effect. This Agreement constitutes the entire agreement of the parties hereto and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. Any notices or other communications to be sent to us must be mailed first class, postage prepaid, to the Valued Merchandise, LLC’s address as listed on the product or accompanying materials.## ##13. MODIFICATIONS##This Agreement may be modified by Vaykay at its sole discretion and without notice. It is your responsibility to periodically review this Agreement for any changes. Your continued use of the App shall be considered your approval and acceptance of any modifications of this Agreement from when you first agreed to these terms and conditions.## ##This Agreement was last modified on July 31, 2019.
