REthink Terms of Service
As part of the Service, REthink CRM and Salesforce.com (“SALESFORCE.COM”) will provide you with use of REthink, herein referred to as the Service, including a force.com platform license, herein referred to as the Platform, browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the REthink CRM and SALESFORCE.COM website incorporated by reference herein, including but not limited to REthink CRM and SALESFORCE.COM’s privacy and security policies.
- Privacy & Security; Disclosure. Salesforce.com’s privacy and security policies may be viewed at http://www.salesforce.com. Salesforce.com may reserve the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Salesforce.com or from time to time. They may opt out ofreceiving such communications at that time or at any subsequent time by changing their preference under Personal Setup. Note that because the Serviceis a hosted, online application, REthink CRM or Salesforce.com occasionally may need to notify all users of the Service(whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that REthink CRM and Salesforce.com can disclose the fact that you are a paying customer and the edition of the Service that you are using.
- License Grant & Restrictions. REthink CRM and Salesforce.com hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the termsand conditions of this Agreement. All rights not expressly granted to you are reserved by REthink, Salesforce.com and its licensors. You may not access the Service if you are a direct competitor of REthink CRM , except with REthink CRM and Salesforce.com’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii)modify or make derivative works based upon the Service or the Content; (iii) create Internet” links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics ofthe Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks. You grant to REthink CRM permission to access your Salesforce.com instance and a perpetual, non-exclusive, transferable, sublicensable, royalty free license to use the data therein (and any data provided by you to REthink CRM, collectively, “Customer Data”) in order to provide the Service to you and as necessary to monitor and improve the Service.
- 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 ofthe Service, including those related to data privacy, international communications and the transmission oftechnical or personal data. You shall: (i) notify REthink CRM immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to REthink CRM immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another REthink user or provide false identity information to gain access to or use the Service.
- Account Information and Data. REthink CRM and SALESFORCE.COM do not own any data, information or material that you submit to the Servicein the course ofusing the Service (“Customer Data”). You, not REthink CRM nor SALESFORCE.COM, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and REthink CRM or SALESFORCE.COM shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), REthink CRM will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. REthink CRM reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and REthink CRM shall have no obligation to maintain or forward any Customer Data.
- Intellectual Property Ownership. SALESFORCE.COM alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the SALESFORCE.COM and force.comTechnology, the Content and the Platform and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to SALESFORCE.COM and the Platform. REthink CRM shall own all right, title and interest, including all related Intellectual Property Rights, in and to the REthink Technology, the Content and the Serviceand any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the SALESFORCE.COM Technology or the Intellectual Property Rights owned by REthink CRM or SALESFORCE.COM. The REthink CRM and REthink names, the REthink CRM and REthink logos, and the product names associated with the Service are trademarks of REthink CRM or third parties, and no right or license is granted to use them. The salesforce.com name, the salesforce.com logo, and the product names associated with the Platform are trademarks of SALESFORCE.COM or third parties, and no right or license is granted to use them.
- Third Party Interactions. During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third- party. Think Tech, SALESFORCE.COM and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. REthink CRM and SALESFORCE.COM do not endorse any sites on the Internet that are linked through the Service. REthink CRM and SALESFORCE.COM provide these links to you only as a matter of convenience, and in no event shall Think Tech, SALESFORCE.COM or its licensors be responsible for any content, products, or other materials on or available from such sites. REthink CRM provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services. Service features that interoperate with the Google AdWords program depend on the continuing availability of the Google AdWords application programming interface (“API”) and program for use with the Services. If Google Inc. ceases to make the Google AdWords API or program available on reasonable terms for the Services, REthink CRM and SALESFORCE.COM may cease providing such Service features without entitling you to any refund, credit, or other compensation.
- Charges and Payment of Fees. You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments must be made annually in advance unless otherwise mutually agreed upon in an Order Form or through the Online Order Center. All payment obligations are noncancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide REthink CRM with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. All pricing terms are confidential, and you agree not to disclose them to any third party. MLS Charges (if applicable): Any additional MLS fees – including, but not exclusive to data feed access, Board membership fees, or vendor-specific surcharges – will be incurred by the client. Separate invoices will be sent to the client for execution of the additional fees if necessary
- Data Storage. The maximum disk storage space provided to you at no additional charge is as specified at http://www.salesforce.com, and in the online user guide accessible via the Service. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. SALESFORCE.COM will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by SALESFORCE.COM to so notify you shall not affect your responsibility for such additional storage charges. SALESFORCE.COM reserves the right to establish or modify its general practices and limits relating to storage of files and Customer Data.
- Billing and Renewal. REthink CRM charges and collects in advance for use of the Service. REthink CRM will automatically renew and bill your credit card or issue an invoice to you the month prior to the subsequent anniversary or as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term. Fees for other services will be charged on an as-quoted basis. Think Tech’s 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) taxes based solely on Think Tech’s income. You agree to provide REthink CRM with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, REthink CRM reserves the right to terminate your access to the Service in addition to any other legal remedies. Unless REthink CRM in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes (“U.S. Customers”); (ii) entities with headquarters and a majority of users resident in Japan will be billed in Japanese yen and subject to Japanese payment terms and pricing schemes (“Japanese Customers”); and (iii) all other entities will be billed in U.S. dollars, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of SALESFORCE.COM (“Non-U.S./Japan Customers”). If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
- Non-Payment and Suspension. In addition to any other rights granted to REthink CRM herein, REthink CRM reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or REthink CRM initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that REthink CRM may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. REthink CRM reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that REthink CRM has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
- Termination upon Expiration/Reduction in Number of Licenses. This Agreement commences on the Effective Date. The Initial Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in an Order Form. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term (or one year, if the Initial Term is greater than one year) at Think Tech’s then current fees. Either party may terminate this Agreement or reduce the number of licenses, effective only upon the expiration of the then current License Term, by notifying the other party in writing at least thirty (30) business days prior to the expiration date of the then current License 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. In the event this Agreement is terminated (other than by reason of your breach), REthink CRM will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. You agree and acknowledge that REthink CRM has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.
- Termination for Cause. Any breach of your payment obligations or unauthorized use of the Service or SALESFORCE.COM Technology will be deemed a material breach of this Agreement. Think Tech, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, REthink CRM may terminate a free account at any time in its sole discretion. You agree and acknowledge that REthink CRM has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
- Representations & Warranties. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. REthink CRM represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online salesforce.com help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
- Mutual Indemnification. You shall indemnify and hold Think Tech, SALESFORCE.COM, 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: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that REthink CRM (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release REthink CRM of all liability and such settlement does not affect Think Tech’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim. REthink CRM shall indemnify and hold you and your 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: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by REthink CRM of its representations or warranties; or (iii) a claim arising from breach of this Agreement by SALESFORCE.COM; provided that you (a) promptly give written notice of the claim to SALESFORCE.COM; (b) give REthink CRM sole control of the defense and settlement of the claim (provided that REthink CRM may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to REthink CRM all available information and assistance; and (d) have not compromised or settled such claim. REthink CRM shall have no indemnification obligation, and you shall indemnify REthink CRM pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
- Disclaimer of Warranties. RETHINK CRM 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. RETHINK CRM AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON- INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY RETHINK CRM AND ITS LICENSORS.
- Internet Delays. RETHINK CRM AND SALESFORCE.COM’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. RETHINK CRM AND SALESFORCE.COM ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
- Limitation of Liability. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. 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 OFANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, 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.
- Additional Rights. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.
- Local Laws and Export Control. This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The user of this site (“User”) acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. REthink CRM and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.
- VENUE AND CHOICE OF LAW. This Agreement has been executed and delivered in, and shall be governed by and construed in accordance with, the internal laws of the State of Texas. Any action, litigation, or proceeding arising out of or related to this Agreement shall be instituted and prosecuted only in the appropriate state or federal court situated in Travis County, Texas. Each Party hereto hereby submits to the exclusive jurisdiction and venue of such courts for purposes of any such action and the enforcement of any judgment or order arising therefrom. Each Party hereto hereby waives any right to a change of venue and any and all objections to the jurisdiction of the state and federal courts located in Travis County, Texas. To the extent Customer actively causes any Working Application to be used from outside of the United States of America, Switzerland, and/or the European Union, the Parties will collaborate to ensure that such Working Application is compliant with all applicable laws of the territory where any Working Applications will be used. End Users will be required to ensure that their use of any Working Application complies with all applicable laws of their territory. Irrespective of the laws of the territory where any Working Applications are used, any dispute regarding the compliance of such Working Application with the local laws where the such Working Applications are used are subject to the Dispute Resolution and Venue and Choice of Law Sections of this Agreement and any resulting litigation, and the Parties submit to the exclusive jurisdiction and venue of the appropriate state or federal court situated in Travis County, Texas.
- Notice. REthink CRM may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in Think Tech’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in REthink CRM account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to REthink CRM (such notice shall be deemed given when received by Think Tech) at any time by any of the following: email sent to email@example.com.