“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
“Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Content” means information obtained by SFDC from publicly available sources or third-party content providers and made available to Customer through the Services or pursuant to an Order Form, as more fully described in the Documentation.
“Customer Data” means any electronic data or information submitted by or for Customer to the Services, excluding Content and Non SFDC Applications.
“Documentation” means the applicable Service’s Trust and Compliance documentation, and its usage guides and policies, as updated from time to time, accessible via help.salesforce.com or login to the applicable Service.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Services, including, for example, the AppExchange at http://www.salesforce.com/appexchange
“Non-SFDC Application” means a Web-based, mobile, offline or other software application functionality that interoperates with a Service, that is provided by PlanProphet, Customer, or a third party and/or listed on a Marketplace including as Salesforce Labs or under similar designation. Non-SFDC Applications, other than those obtained or provided by Customer, will be identifiable as such.
“Order Form” means the ordering document specifying the Services to be provided under the agreement between Customer and PlanProphet (which incorporates these TOU by reference), including any addenda, supplements, or additional product specific terms for the Services as required by SFDC.
“PlanProphet (Reseller)” means the entity that has contracted directly with SFDC to resell Services to its Customers and the entity that has contracted directly with Customer for the sale of a subscription to Services. “SFDC” means salesforce.com, inc., a Delaware corporation with its principal place of business at Salesforce Tower, 415 Mission Street, 3rd Floor, San Francisco, California 94105.
“Services” means the products and services that are ordered by Customer under an Order Form and made available online by SFDC including associated offline or mobile components, as described in the Documentation. “Services” exclude Content and Non-SFDC Applications.
“User” means an individual who is authorized by Customer to use a Service for the benefit of Customer, for whom Customer has purchased a subscription, and to whom Customer (or, when applicable, SFDC at PlanProphet’s request), has supplied a user identification and password. Users may include, for example, Customer’s employees, consultants, contractors and agents, and third parties with which Customer transacts business.
2. USE OF SERVICES AND CONTENT
2.1. Subscriptions. Customer agrees that its purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by SFDC regarding future functionality or features.
2.2. Usage Limits. Services and Content are subject to usage limits specified in Order Forms or the Documentation.
2.3. Customer Responsibilities. Customer will (a) be responsible for Users’ compliance with the TOU, Order Forms and the Documentation, (b) be responsible for the accuracy, quality, and legality of Customer Data, the means by which Customer acquired Customer Data, Customer’s use of Customer Data with the Services, and the interoperation of any Non-SFDC Applications with which Customer uses Services or Content, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify SFDC or PlanProphet promptly of any such unauthorized access or use, and (d) use the Services only in accordance with these TOU, the Documentation, the Acceptable Use and External Facing Services Policy at https://www.salesforce.com/company/legal/agreements.jsp, Order Forms and applicable laws and government regulations, and (e) comply with terms of service of any Non-SFDC Applications with which Customer uses Services or Content... Any use of the Services in breach of the foregoing by Customer or Users that in SFDC’s judgment threatens the security, integrity or availability of SFDC’s services, may result in SFDC’s immediate suspension of the Services, however SFDC will use commercially reasonable efforts under the circumstances to provide Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
2.4. Usage Restrictions. Customer will not (a) make the Services or Content available to anyone other than Customer or Users, or use Services or Content for the benefit of anyone other than Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) sell, resell, license, sublicense, distribute, make available, rent or lease the Services or Content, or include Services or Content in a service bureau or outsourcing offering, (c) use the Services or Non-SFDC Application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Services or Non SFDC Applications to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, (f) attempt to gain unauthorized access to the Services or Content or their related systems or networks, (g) permit direct or indirect access to or use of Services or Content in a way that circumvents a contractual usage limit, or use the Services to access or use any of SFDC’s intellectual property except as permitted under these TOU, an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part of any Service or Content, other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, and (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile Services or Content, or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
2.5. Removal of Content and Non-SFDC Applications. If Customer receives notice that Content or a Non-SFDC Application must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will promptly do so. If Customer does not take required action in accordance with the above or if in SFDC’s judgment continued violation is likely to reoccur, SFDC may disable the applicable Content, Service and/or Non-SFDC Application until the potential violation is resolved. If requested by SFDC, Customer shall confirm such deletion and discontinuance of use in writing and SFDC shall be authorized to provide a copy of such confirmation to any such third-party claimant or governmental authority, as applicable. In addition, if SFDC is required by any third-party rights holder to remove Content, or receives information that Content provided to Customer may violate applicable law or third-party rights, SFDC may discontinue Customer’s access to Content through the Services.
3. NON-SFDC PRODUCTS AND SERVICES
3.1. Non-SFDC Products and Services. SFDC or third parties may make available (for example, through a Marketplace or otherwise) third-party products or services, including, for example, Non-SFDC Applications and implementation and other consulting services. Any acquisition by Customer of such products or services, and any exchange of data between Customer and any Non-SFDC provider, product or service is solely between Customer and the applicable Non-SFDC provider. SFDC does not warrant or support Non-SFDC Applications or other non-SFDC products or services, whether or not designated by SFDC as “certified” or otherwise, unless expressly provided otherwise in an Order Form. SFDC is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by such Non-SFDC Application or its provider.
3.2. Integration with Non-SFDC Applications. The Services may contain features designed to interoperate with Non-SFDC Applications. SFDC cannot guarantee the continued availability of such Service features, and may cease providing them without entitling Customer to any refund, credit, or other compensation, if for example and without limitation, the provider of a Non-SFDC Application ceases to make the Non-SFDC Application available for interoperation with the corresponding Service features in a manner acceptable to SFDC.
4. PROPRIETARY RIGHTS AND LICENSES
4.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, SFDC, its Affiliates, its licensors and Content providers reserve all rights, title and interest in and to the Services and Content, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
4.2. Access to and use of Content. Customer has the right to access and use applicable Content subject to the terms of applicable Order Forms, these TOU and the Documentation.
4.3. License by Customer to SFDC. Customer grants SFDC, its Affiliates and applicable contractors a worldwide, limited-term license to host, copy, use, transmit and display any Non-SFDC Applications and program code created by or for Customer using the Services or for use by Customer with the Services, and Customer Data, each as necessary for SFDC to provide and ensure proper operation of, the Services and associated systems in accordance with these TOU and the Documentation. If Customer chooses to use a Non-SFDC Application with a Service, Customer grants SFDC permission to allow the Non-SFDC Application and its provider to access Customer Data as required for the interoperation of that Non-SFDC Application with the Service. Subject to the limited licenses granted herein, SFDC acquires no right, title or interest from Customer or its licensors under these TOU in or to any Customer Data, Non-SFDC Application or such program code.
4.4. License to Use Feedback. Customer grants to SFDC and its Affiliates a worldwide, perpetual, irrevocable, royalty-free, license to use and incorporate into its services any suggestions, enhancement, requests, recommendations, correction, or other feedback provided by Customer or its Users, relating to the operation of SFDC’s or its Affiliates’ services.
4.5. Federal Government End Use Provisions. SFDC provides the Services, including related software and technology, for ultimate federal government end use in accordance with the following: The Services consist of “commercial items,” as defined at FAR 2.101. In accordance with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services shall be as provided in this TOU, except that, for U.S. Department of Defense end users, technical data customarily provided to the public is furnished in accordance with DFARS 252.227-7015. If a government agency needs additional rights, it must negotiate a mutually acceptable written addendum to this TOU specifically granting those rights.
5. TERM AND TERMINATION
5.1. Termination of the Services. Customer’s use of the Services may be immediately terminated and/or suspended, at SFDC’s option, upon notice due to: (a) a breach of the terms of these TOU, the Documentation or Order Forms by Customer or any User; or (b) a breach by PlanProphet of its payment obligations to SFDC with respect to the subscriptions it is reselling to Customer in connection with these TOU.
5.2. Termination of PlanProphet’s Agreement with SFDC. Following any termination or expiration of PlanProphet’s agreement with SFDC authorizing PlanProphet to resell the Services, each Customer subscription to the Services outstanding at the time of such termination or expiration (“Legacy Order'') shall remain in effect until the end of its subscription term, and shall continue to be governed by these TOU, provided that Customer is not in breach of these TOU and SFDC has received all payments due in connection with such Legacy Orders. Except as provided herein, following a termination or expiration of PlanProphet’s agreement with SFDC, SFDC is under no obligation to provide the Services directly to Customer, or to assume a direct contractual relationship with Customer.
5.3. Shared Orgs. Customer acknowledges that if the Services are provisioned in an Org in which SFDC services purchased from SFDC or another third party are also provisioned, access to such Org may be suspended or terminated due to breach of the agreement governing such other SFDC services, and that in no case will any such termination or suspension give rise to any liability to Customer for a refund or other compensation.
5.4. No Refunds upon Termination. In no case will any termination, expiration, or suspension of the Services, these TOU, or PlanProphet’s agreement with SFDC give rise to any liability of SFDC to Customer for refunds or damages.
6. WARRANTY DISCLAIMER
AS BETWEEN SFDC AND CUSTOMER, SFDC MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. CONTENT IS PROVIDED “AS IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY WHATSOEVER
Customer will defend SFDC against any claim, demand, suit or proceeding made or brought against SFDC by a third party alleging that any Customer Data infringes or misappropriates such third party’s intellectual property rights, or arising from Customer's use of the Services or Content in breach of these TOU, the Documentation, an Order Form, or applicable law (each a “Claim Against SFDC”), and will indemnify SFDC for any damages, attorney fees and costs finally awarded against SFDC as a result of, or for any amounts paid by SFDC under a settlement approved by SFDC in writing of, a Claim Against SFDC; provided that SFDC: (i) promptly gives Customer written notice of the Claim Against SFDC, (ii) gives Customer sole control of the defense and settlement of the Claim Against SFDC (provided that Customer may not settle or defend any Claim Against SFDC unless it unconditionally releases SFDC of all liability), and (iii) provides to Customer all reasonable assistance, at Customer’s expense.
8. NO LIABILITY
9. EMBEDDED EDITION RESTRICTION
Customer may use the Services solely as part of the PlanProphet (the “Combined Solution”). Customer may use the Services solely to use the functionality of the Combined Solution in the form it has been provided to Customer by PlanProphet. Unless otherwise indicated in an Order Form, Customer may not use the Services to create or use custom objects beyond those that appear in the Combined Solution in the form that it has been provided to Customer by PlanProphet. If Customer’s access to the Combined Solution provides Customer with access to any Services functionality within it that is in excess of the functionality described in the Combined Solution’s user guide, Customer agrees to not access or use such functionality. Customer agrees that Customer’s noncompliance with the terms set forth in this paragraph would be a material breach of the TOU.
10. CUSTOMER RESPONSIBILITIES
For proper operation, PlanProphet requires a reliable Internet connection at the customer's facility. Customer is responsible for ensuring that PlanProphet Link (software that enables live sync with Salesforce’s servers) is running on a server or a workstation that has both Internet connectivity and access to Customer’s estimating software database. If Customer’s estimating software is cloud based, then there is no need to install any PlanProphet Link locall
11. SUBSCRIPTION FEES
PlanProphet’s fees include a) platform cost, b) unlimited access to live-support personnel, and c) unlimited access to personalized consulting aimed at helping you receive the most benefits out of PlanProphet. For detailed payment fees and terms, refer to the separate document “PlanProphet Fee Schedule''. Failure to provide timely payments based on the agreed upon terms set forth on “PlanProphet Fee Schedule” may result in limited or blocked access to Customer’s platform.
12. CONTRACT TERM
Refer to the terms set forth on your sign-up billing summary or on PlanProphet’s published pricing on www.planprophet.com, as such terms may vary from time to time.
13. SUPPORT & TRAINING
As part of your subscription, PlanProphet will include the following support and training benefits:
a) Personalized initial onboarding that includes live-training sessions immediately after install.
a) Online Training modules that include videos and recorded training sessions.
c) Dedicated support team available via phone and email.
14. GENERAL PROVISIONS
14.1. Notice. Any notices that SFDC is required to provide to customers under the Documentation shall be provided by SFDC to PlanProphet or Customer as determined by SFDC in its sole discretion based on the circumstances and designated contact information for notices available to SFDC in the Services.
14.2. Waiver. No failure or delay by SFDC in exercising any right under these TOU will constitute a waiver of that right.
14.3. Severability. If any provision of these TOU is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of these TOU will remain in effect.
14.4. Further Contact. SFDC may contact Customer regarding new SFDC service features and offerings.
14.5. Third Party Beneficiary. These TOU are between Customer and PlanProphet; SFDC is not a party to these TOU, however SFDC is a third-party beneficiary to the agreement between Customer and PlanProphet solely as it relates to these TOU.
14.6. Order of Precedence. With respect to the subject matter discussed herein, in the event of any conflict or inconsistency between these TOU and any other terms or conditions in Customer’s agreement or order form with PlanProphet, these TOU shall prevail.
14.7. Titles and Headings. Titles and headings of sections of this TOU are for convenience only and shall not affect the construction of any provision of this TOU.
1. Collection of personal or company information
Due to the nature of PlanProphet’s business as a CRM (Customer Relationship Manager) and due to integrations with your business’ MIS (Management Information System), we access and store the following information:
Details about your business such as sales data, customers and prospects information, buyer names and contact information, buyer purchasing history, customer unique identifiers, physical and e-mail addresses, etc.).
Staff Contact information (such as email address, phone number, etc.).
Basic personal information (such as name, country of residence, etc.).
Any other materials you willingly submit to us (such as articles, images, feedback, etc.).
You can choose not to provide us with any information shown above, but then you may not be able to take advantage of some or any of the features we provide. Users who are uncertain about what information is mandatory are welcome to contact us.
2. Use and processing of collected information
We act as a data controller and data manager when handling Company or Personal Information.
As a requirement to make our core services available to you, we may collect and use your Personal or Company Information. If you do not provide the information that we request, we may not be able to provide you with the requested products or services. Any of the information we collect from you may be used for the following purposes:
Allow your staff access to our CRM, reporting, marketing, and data analytics services
Send administrative information
Respond to your inquiries and offer support
Train and consult with your staff about our services
Request user feedback
Improve user experience
Enforce terms and conditions and policies
Protect from abuse and malicious users
Respond to legal requests and prevent harm
Run and operate the Services
3. Disclosure of information
We may only share your personal or company information only as follows:
i) With affiliates or contracted companies that we may require to make our services possible (collectively, “Service Providers”), and whose privacy policies are consistent with ours or who agree to abide by our policies with respect to Personal and Company Information.
ii) With any third-party entity for which a legally authorized representative of your company has previously provided explicit written consent for.
iii) Anonymous metrics collected for research: Broad-spectrum industry-specific key performance indicators (KPIs) may be collected from your organization on an anonymous basis and shared as part of generalized metrics for research, trends, and analysis with PlanProphet staff, service providers, affiliated / franchise networks, or trade publications. Anonymous data KPIs will never include any information that could be directly linked to your organization, processes, customers, prospects, vendors or staff.
4. Retention of information
If the user account is no longer active, we will only retail the minimum required information for the period necessary to comply with legal state or federal obligations, to enforce our agreements, or resolve disputes. Minimum required information does not include details about your business such as sales data, customers and prospects information, buyer names and contact information, buyer purchasing history, customer unique identifiers, physical and e-mail addresses, etc.).
Our Services use “cookies” to help personalize your online experience. A cookie is a text file that is placed on your hard disk by a web page server. Cookies cannot be used to run programs or deliver viruses to your computer. Cookies are uniquely assigned to you, and can only be read by a web server in the domain that issued the cookie to you. If you choose to decline cookies, you may not be able to fully experience the features of the Services.
6. Do Not Track signals
Some browsers incorporate a Do Not Track feature that signals to websites you visit that you do not want to have your online activity tracked. Tracking is not the same as using or collecting information in connection with a website. For these purposes, tracking refers to collecting personally identifiable information from consumers who use or visit a website or online service as they move across different websites over time. The Services do not track its visitors over time and across third-party websites. However, some third-party websites may keep track of your browsing activities when they serve you content, which enables them to tailor what they present to you.
7. Social media features
8. Email marketing
We are committed to keeping your e-mail address confidential and will not disclose your email address to any third parties except as allowed in the information use and processing section. We will maintain the information sent via email in accordance with applicable laws and regulations.
In compliance with the local, federal and international regulations, all e-mails sent from us will clearly state who the email is from and provide clear information on how to contact the sender. You may choose to stop receiving our newsletter or marketing emails by following the unsubscribe instructions included in these emails or by contacting us. However, you will continue to receive essential transactional emails.
9. Push notifications
We offer push notifications to which you may also voluntarily subscribe at any time. To make sure push notifications reach the correct devices, we rely on a device token unique to your device which is issued by the operating system of your device. While it is possible to access a list of device tokens, they will not reveal your identity, your unique device ID, or your contact information to us. We will maintain the information sent via e-mail in accordance with applicable laws and regulations. If, at any time, you wish to stop receiving push notifications, simply adjust your device settings accordingly.
10. Information security
We secure the personal and company information you provide on secured and encrypted cloud servers, protected from unauthorized access, use, or disclosure. We maintain reasonable administrative, technical, and physical safeguards to protect against unauthorized access, use, modification, and disclosure of Personal or Company Information in our control and custody. However, no data transmission over the Internet or wireless network can be guaranteed.
Therefore, while we strive to protect your Personal and Company Information, you acknowledge that (i) there are security and privacy limitations of the Internet which are beyond our control; (ii) the security, integrity, and privacy of any and all information and data exchanged between you and the Services cannot be guaranteed; and (iii) any such information and data may be viewed or tampered with in transit by a third party, despite best efforts.
As the security of Personal and Company Information depends in part on the security of the device you use to communicate with us and the security you use to protect your credentials, please take appropriate measures to protect this information.
11. Data breach
In the event we become aware that the security of the Services has been compromised or Users’ Personal or Company Information has been disclosed to unrelated third parties as a result of external activity, including, but not limited to, security attacks or fraud, we reserve the right to take reasonably appropriate measures, including, but not limited to, investigation and reporting, as well as notification to and cooperation with law enforcement authorities. In the event of a data breach, we will make reasonable efforts to notify affected individuals if we believe that there is a reasonable risk of harm to the User as a result of the breach or if notice is otherwise required by law. When we do, we will post a notice on the Services, send you an email.
12. Changes and amendments
We reserve the right to modify this Policy or its terms related to the Services at any time at our discretion. When we do, we will send you an email to notify you. We may also provide notice to you in other ways at our discretion, such as through the contact information you have provided.
An updated version of this Policy will be effective immediately upon the posting of the revised Policy unless otherwise specified. Your continued use of the Services after the effective date of the revised Policy (or such other act specified at that time) will constitute your consent to those changes. However, we will not, without your consent, use your Personal Information in a manner materially different from what was stated at the time your Personal Information was collected.
13. Acceptance of this policy
14. Contacting us
If you have any questions, concerns, or complaints regarding this Policy, the information we hold about you, or if you wish to exercise your rights, we encourage you to contact us using the details below:
We will attempt to resolve complaints and disputes and make every reasonable effort to honor your wish to exercise your rights as quickly as possible and, in any event, within the timescales provided by applicable data protection laws.