Terms & Conditions

Updated on December 12, 2023

Table of Contents

A. Introduction

B. Standard Terms

1. License and Services

2. Customer Responsibilities and Obligations

3. Warranty: Disclaimer

4. Fees and Payment

5. Confidentiality

6. Proprietary Rights

7. Personal Information and Data Security

8. Indemnification

9. Limitation of Liability

10. Term and Termination

11. Miscellaneous

C. Product Terms

1. Manage Platform (OEM)

2. Manage Platform (ISV)

3. Autopilot

4. Manage Platform (OEM) Sandbox

5. Salesforce Shield

6. Producer Sync API

7. Training

A. Introduction

These terms and conditions (the “Standard Terms”) govern each order form (“Order Form”) and any applicable  statement of work (the “Statement of Work” or “SOW”), addenda, exhibits and amendments by and between AgentSync, Inc. (“AgentSync”) and the Customer, and AgentSync’s provision and Customer’s use of AgentSync’s Software Services (as further defined in Section 1.1 (License Grant)) and related implementation, training, maintenance, and technical support services (collectively, with the Software Services, the “Services”). These Standard Terms collectively with the applicable Product Terms, Order Form, SOW, addenda, exhibits, and amendments, all of which are incorporated herein, are referred to as the “Agreement.” By signing an Order Form, Customer agrees to these Standard Terms and any applicable Product Terms referenced below (the Standard Terms together with the applicable Product Terms are referred to as the “Terms”). Any capitalized terms not defined in these Terms have the meanings ascribed to them in the Order Form, SOW, or applicable addenda, exhibit and/or amendment.

B. Standard Terms

1. License and Services  

1.1       License Grant. Subject to the terms and conditions of this Agreement, AgentSync hereby grants Customer a limited, non-exclusive, non-sublicensable, non-revocable and non-transferable subscription license to access and use, AgentSync’s software detailed on the Order Form, including all upgrades, updates, and versions thereto (collectively, the “Software Services”) during the Term.

1.2       Services. In accordance with the Order Form, the applicable SOW, and these Terms, AgentSync will provide the Services described in any SOW to a workpersonlike industry standard.

AgentSync may, from time to time, at its sole discretion release updates or upgrades to the Software Services during the Term (such updates and/or upgrades, “Enhancements”) at no additional cost to Customer. AgentSync will provide Customer with release notes, including a description of all material updates for Enhancements which constitute new versions of the Software Services (“New Version”). The Software Services with such Enhancements will continue to conform to the Software Service’s then-current documentation in all material respects. AgentSync may provide Customer the option to opt out of upgrading to a New Version. Customer acknowledges if it opts out of a New Version, Customer’s version of the Software Services may operate with outdated business rules or regulations, or lose access to certain content, features and/or functionality. AgentSync shall not be liable for Customer’s election to opt-out of any New Version.

1.3       Sunsetting Software Services. The Software Services are subject to discontinuation, and AgentSync reserves the right to discontinue Software Services or features of Software Services in its sole discretion. Notwithstanding the foregoing, AgentSync will provide prior written notice to Customer (of which email will suffice) that the Software Services or feature will be discontinued with no less than (i) sixty (60) days prior written notice in the case of minor features of the Software Services; or (ii) ninety (90) days prior written notice in the case of Software Services, or major features of Software Services. The parties agree that notices provided pursuant to this Section 1.3 (Sunsetting Software Services) may be provided via email. AgentSync has no obligation to provide Software Services, or any related features or support, that have been discontinued pursuant to this Section 1.3 (Sunsetting Software Services).

2. Customer Responsibilities and Obligations

2.1       Customer Responsibilities. Customer will dedicate sufficient resources to implement the Software Services. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Software Services, including without limitation, hardware, servers, software, operating systems, networking, internet connection, web servers, and email (collectively, “Equipment”); maintaining the security of the Equipment, Customer account(s), passwords (including but not limited to administrative and user passwords) and files;  and for all uses of Customer account(s) or the Equipment with or without Customer’s knowledge or consent (except in the event of a data breach).

2.2       Restrictions. Customer will not directly or indirectly (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms of the Services or any related documentation or data; (b) modify, translate, or create derivative works based on the Services or (except to the extent expressly permitted by AgentSync); (c) use the Services for time sharing or service bureau purposes or otherwise for the benefit of a third party; (d) delete, mask or in any manner alter the copyright, trademark, or other proprietary rights notices of AgentSync appearing on the Services, or documentation as delivered to Customer; or (e) engage in any conduct towards AgentSync, which reasonably constitutes harassment, discrimination, threatening, abusive or other inappropriate or unacceptable behavior. 

2.3       NIPR Pass-Through Terms; Fair Credit Reporting Act. Customer specifically acknowledges and agrees that (a) the Software Services use the National Insurance Producer Registry (“NIPR”) referenced at NIPR Producer Database as a data source, (b) in order to use the Software Services, Customer must be registered with NIPR, and (c) Customer’s use of the NIPR data is subject to the following additional terms and conditions: (i) the  NIPR Use Agreement (the “NIPR Use Agreement”); (ii) the NIPR Pass-Through Terms (“NIPR Pass-Through Terms”), and the requirements of the Fair Credit Reporting Act (the “FCRA”). Customer acknowledges that NIPR data is regulated by the FCRA, and Customer shall obtain prior written consent from data subjects for its use of NIPR data in compliance with the FCRA requirements. Customer is solely responsible for any use of NIPR data in violation of the NIPR Use Agreement, NIPR Pass-Through Terms, or the requirements of the FCRA. Customer represents, warrants, and covenants Customer will use the Software Services in compliance with these Terms, AgentSync’s standard published policies then in effect, all applicable laws, and regulations, including the requirements of FCRA, the NIPR User Agreement, and the NIPR Pass-Through Terms. AgentSync may monitor Customer’s use of the Services, and may prohibit any use of the Software Services it believes may be in violation of the foregoing.

2.4       Third-Party Services. As mutually agreed to between the parties, the Software Services may allow Customer to access third party websites, including those controlled by other service providers and merchants from whom Customer may obtain services or goods, including, without limitation, Salesforce.com, NIPR, and/or third-party signature platforms (“Third-Party Services”). Customer acknowledges AgentSync does not operate or control the Third-Party Services, and AgentSync is not a party to any agreements, dealings, or transactions between Customer and these third parties. AgentSync takes no responsibility for, and does not warrant to or guarantee Third-Party Services or any advertisements, claims or other information supplied to Customer by third parties whether or not they are designated by AgentSync as “certified”, “recommended”, “endorsed” or otherwise. Customer uses such Third-Party Services at Customer’s own risk.

2.5       Software Service Audit Rights. AgentSync may monitor and audit Customer’s use of the Software Services to confirm Customer’s compliance with the Terms. If such audit results in a finding that Customer is not using the Services in compliance with the Terms, then in addition to the other rights and remedies available to AgentSync herein, AgentSync may in its reasonable and sole discretion suspend Customer’s access to the Software Services.

3. Warranty; Disclaimer

3.1       By AgentSync. AgentSync represents and warrants that during the Term (a) AgentSync shall perform the implementation services in a professional and workpersonlike manner; (b) the Software Services will conform to the Software Service’s then-current documentation in all material respects; and (c) the Software Services will provide the NIPR data to Customer as such data is provided by NIPR to AgentSync. Notwithstanding the foregoing, AgentSync cannot guarantee the accuracy of the underlying NIPR data and Customer is solely responsible for its use of the NIPR data.

3.2       By Customer. Customer represents and warrants that during the Term, Customer shall be responsible for and comply with all laws, regulations, and third-party rights applicable to Customer’s access and use of Services, including without limitation, the NIPR Use Agreement, Salesforce Pass-Through Terms (if applicable). Customer represents and warrants that it has obtained all legally compliant notifications and consent for, collection, use and storage of the Customer personal information used in the provision of the Services.

3.3       Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY MAKES ANY WARRANTIES TO THE OTHER PARTY, AND EACH PARTY DISCLAIMS ALL WARRANTIES, ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY (EITHER IN FACT OR BY OPERATION OF LAW), INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR A SUFFICIENT OR PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 3 (WARRANTY; DISCLAIMER), THE SERVICES AND ALL INFORMATION PROVIDED IN THE SERVICES ARE PROVIDED “AS IS” AND AGENTSYNC MAKES NO, AND EXPRESSLY DISCLAIMS ALL, OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND. EXCEPT AS SET FORTH IN THIS SECTION 3 (WARRANTY; DISCLAIMER), NO DATA OR INFORMATION OBTAINED BY CUSTOMER FROM AGENTSYNC THROUGH THE SOFTWARE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION OR GUARANTEE OF ANY KIND. AGENTSYNC’S WARRANTIES DO NOT APPLY TO, AND AGENTSYNC SHALL NOT BE RESPONSIBLE OR LIABLE FOR, THIRD-PARTY SERVICES AND ALL INFORMATION, DATA, SOFTWARE, SERVICES OR TECHNOLOGY RELATED THERETO, INCLUDING WITHOUT LIMITATION THE NIPR SERVICE AND DATA AND THE SALESFORCE CLOUD PLATFORM (AS APPLICABLE) OR OTHER SERVICES. CUSTOMER SPECIFICALLY ACKNOWLEDGES THE INFORMATION AND DATA PROVIDED THROUGH THE SERVICES MAY BE PROVIDED BY NIPR AND OTHER THIRD PARTIES, AND MAY CONTAIN INACCURACIES, OMISSIONS, ERRORS, INACCURATE DATES AND OTHER DEFECTS OR DEFICIENCIES, AND AGENTSYNC WILL NOT BE LIABLE FOR ANY DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND RESULTING FROM USE OF OR INABILITY TO USE SUCH INFORMATION OR DATA. AGENTSYNC’S WARRANTY OBLIGATIONS ARE EXPRESSLY SUBJECT TO THE SERVICES BEING USED IN ACCORDANCE WITH THIS AGREEMENT, DOCUMENTATION AND ANY OTHER INSTRUCTIONS PROVIDED BY AGENTSYNC. CUSTOMER ACKNOWLEDGES THE SERVICES ARE COMPLEX WITH A VARIETY OF DEPENDENCIES, AND AS SUCH, AGENTSYNC DOES NOT WARRANT OR REPRESENT THAT SERVICES ARE ERROR-FREE OR THAT THE USE OF THE SERVICES WILL BE SECURE, OR UNINTERRUPTED, NOR DOES AGENTSYNC MAKE ANY WARRANTY OR REPRESENTATION AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. THE SERVICES MAY BE TEMPORARILY UNAVAILABLE FOR SCHEDULED MAINTENANCE OR FOR UNSCHEDULED EMERGENCY MAINTENANCE, EITHER BY AGENTSYNC OR BY THIRD-PARTY PROVIDERS, OR BECAUSE OF OTHER CAUSES BEYOND AGENTSYNC’S REASONABLE CONTROL.

4. Fees and Payment

4.1       Fees. Customer will pay AgentSync the fees set forth in the Order Form for the Services (“Fees”) in US dollars in accordance with the payment terms in the Order Form. Customer shall be responsible for all taxes (other than U.S. taxes based on AgentSync’s net income). Customer agrees to reimburse AgentSync for taxes incurred by AgentSync within 30 days after AgentSync provides Customer with an invoice and accounting for such costs. At Customer’s request, AgentSync will provide original receipts and documentation supporting such costs. Unless as otherwise specified herein or in an Order Form, (i) the Fees are based on the Services purchased and not actual usage, (ii) payment obligations are non-cancelable and the Fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant term.

4.2       Payment. Unless stated otherwise in the Order Form, invoices are due within 30 days after the date of invoice. AgentSync endeavors to provide invoices to the billing account contact designated herein on the date they are created. If for any reason such invoice is provided to the Customer account contact designated herein after the date of creation, such later date will apply. Payments made after their due date will incur a daily simple interest from the original invoice due date at a rate equal to 1% per month or the maximum rate permitted by applicable law, whichever is lower, rounded up to the nearest month. Customer shall pay all interest and costs of collection, including but not limited to, reasonable attorneys’ fees and court costs. If Customer believes AgentSync has billed Customer incorrectly, Customer must contact AgentSync no later than 30 days after the due date on the first invoice in which the error or problem appeared, to receive an adjustment or credit. Notwithstanding the foregoing, Customer may only withhold payment for the portion of the invoice that is under dispute. Inquiries should be directed to AgentSync’s billing department.

4.3       Suspension of Service and Acceleration. If any charge owing by Customer under this Agreement is more than thirty (30) days overdue, AgentSync may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under this Agreement so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full. AgentSync will give Customer at least 10 days’ prior notice that its account is overdue, before suspending Services to Customer.

5. Confidentiality

5.1       Confidential Information. “Confidential Information” means business, financial and technical information and materials provided by one party (“Discloser”) to the other party (“Recipient”) identified by Discloser as “confidential” or “proprietary,” or that Recipient otherwise knows or should reasonably know by the content or context of the information is confidential. AgentSync’s Confidential Information includes without limitation: (a) non-public information regarding features, functionality, and performance of the Service; (b) information regarding AgentSync’s pricing, product roadmaps and strategic marketing plans; and (c) non-public documentation and other materials related to the Services.

5.2       Exceptions. This Agreement imposes no obligation on the Recipient with respect to information the Recipient can establish: (a) was in the possession of or was known by the Recipient prior to its receipt from the Discloser without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by the Recipient from a third party without an obligation to keep such information confidential; or (d) is independently developed or created by the Recipient without use of or reference to Discloser’s Confidential Information.

5.3       Protection. Recipient shall protect from unauthorized disclosure any Confidential Information in the same manner Recipient protects its own Confidential Information, but using at least reasonable care. Each party agrees to maintain confidentiality of the terms of this Agreement and will not disclose any of the terms without prior written approval of the other party. Notwithstanding the foregoing, the existence of this Agreement shall not be considered Confidential Information.

5.4       Use and Disclosure. Recipient may use Discloser’s Confidential Information only for performing its obligations and exercising rights in connection with this Agreement. Except as otherwise expressly provided in this Section 5.4 (Use and Disclosure), neither party receiving Confidential Information of the other may disclose it to anyone without the prior written consent of the Discloser, except to (a) the Recipient’s own employees, consultants, service providers (including, where AgentSync is the Recipient, NIPR), and agents to whom disclosure is necessary to fulfill the purposes set forth in this Agreement and who are advised about the confidential nature of the information, and who are bound by confidentiality obligations at least as protective as those set forth in this Agreement; (b) to implement, perform and enforce the terms of this Agreement; (c) by law; or (d) under appropriate nondisclosure terms to an existing or potential investor, acquiring company, bank or other financial institution in connection with a merger, acquisition, financing, loan or similar corporate transaction.

5.5       Legally Compelled Disclosure. Notwithstanding the foregoing, either party may disclose Confidential Information if required by law or regulatory authorities, provided that the Recipient shall notify Discloser of the required disclosure promptly in writing and at Discloser’s expense, shall cooperate with Discloser in any lawful action to contest or limit the scope of the required disclosure before disclosing any Confidential Information. If the Recipient is compelled pursuant to a legal proceeding or otherwise required by law to disclose the other party’s Confidential Information, then before any such disclosure the Recipient will promptly notify the Discloser so the Discloser may seek a protective order or other appropriate remedy and/or waive compliance with this Agreement and the Recipient shall use its best efforts to obtain confidential treatment for such Confidential Information. In any such legally compelled disclosure, only that portion of the Discloser’s Confidential Information that is legally required to be disclosed may be disclosed.

6. Proprietary Rights

6.1       Customer Data. Customer shall own all right, title, and interest in and to all data provided by Customer to enable the provision of AgentSync’s Services, including but not limited to Producer Data (“Customer Data”).

6.2       AgentSync Services. AgentSync shall own and retain all right, title and interest in and to (a) the Services and Software Services, all improvements, enhancements, modifications and derivative works thereof; (b) any software, applications, inventions or other technology developed in connection with the Services and support; (c) all comments, test results and other feedback on the Services; and (d) all intellectual property rights related to any of the foregoing.

7. Personal Information and Data Security

7.1       Privacy Policy. Customer understands and agrees that in connection with providing the Services, AgentSync processes Customer Data, which may include information that identifies an individual person (“Personal Information”), and engages in analytics regarding Customer’s use of the Services. Customer represents, acknowledges and agrees to the processing of its Personal Information in accordance with the AgentSync Privacy Policy.

7.2       Data Processing. AgentSync shall process Personal Information only for the purposes of providing the Services and in accordance with these Terms.

7.3       Service Providers. Customer acknowledges and agrees that AgentSync may engage third-party service providers to assist AgentSync in providing the Services. AgentSync shall enter into a written agreement with such service providers that contains contractual obligations to protect any Personal Information shared by AgentSync with such service providers that are no less protective than those set forth under these Terms.

7.4       Data Rights. AgentSync shall promptly notify Customer upon receipt of any complaint or request (including “data subject access” requests) relating to AgentSync’s obligations under applicable data protection laws. AgentSync shall provide cooperation and assistance in relation to such complaint or request as reasonably requested by Customer, including acting timely in accordance with Customer’s instructions and timetables. When as required by Customer and by applicable law, AgentSync will assist Customer in identifying, producing, or deleting Customer Personal Information that is (i) in the possession of AgentSync, or (ii) stored in facilities under management or control of AgentSync, including for the purposes of Customer satisfying an order or request of a governmental entity or third party with access rights over the Customer Personal Information. 

7.5       Data Security. AgentSync shall implement and maintain industry-standard technical and organizational security measures that are reasonably designed to prevent unauthorized access to, and disclosure of Personal Information processed through the Services. Upon becoming aware of any unauthorized access to or disclosure of Personal Information processed by AgentSync or its authorized service providers (“Security Incident”), AgentSync shall promptly notify Customer of such Security Incident, make reasonable efforts to identify the cause of such Security Incident, and take the steps that AgentSync deems necessary and reasonable to remediate the cause of such Security Incident to the extent remediation is within AgentSync’s reasonable control. The obligations herein shall not apply to incidents caused by Customer or Customer’s users.

7.6       Audits. Upon Customer’s written request at reasonable intervals (but no more than one time annually), and subject to the confidentiality obligations set forth in the Terms, AgentSync shall make available to Customer, or to Customer’s independent, third-party auditor, a copy of AgentSync’s then most recent third-party audits or certifications, as applicable.

7.7       Customer’s Obligations. Customer acknowledges and agrees that it is solely responsible for providing appropriate consumer-facing privacy notices and obtaining the consents that are required under applicable laws, rules, and regulations, to enable AgentSync to process the Customer Personal Information through the Services.

7.8       Data Protection Laws. AgentSync will comply with all applicable laws governing or relating to privacy, data protection, data security and the handling of data security breaches when processing Personal Information. When applicable and requested by Customer from time to time, AgentSync will promptly execute and cause its affiliates and agents to promptly execute, supplemental security and data protection terms, and controller-to-processor data transfer agreements, on such other terms and conditions as mutually agreed upon and as required for the processing or transfer of Personal Information in accordance with the applicable requirements of law.

7.9       CCPA/CPRA. AgentSync certifies that it understands the rules, restrictions, requirements, and definitions of the California Consumer Privacy Act (“CCPA”) and/or California Privacy Rights Act (“CPRA”). To the extent that AgentSync processes any Personal Information which is governed by the CCPA and/or CPRA (the “California Personal Information”), the parties acknowledge and agree that AgentSync is a service provider under the CCPA. AgentSync (a) acknowledges and confirms that it does not receive, retain, use, or disclose any California Personal Information for any purpose other than for the specific purpose of performing the Services, or as otherwise permitted by the CCPA/CPRA, and (b) agrees to refrain from taking any action that would cause any transfers of California Personal Information to or from AgentSync to qualify as a sale under the CCPA/CPRA. AgentSync shall safekeep and protect the California Personal Information in accordance with all applicable laws, regulations, rules, and guidelines, including but not limited to, privacy protections under the CCPA/CPRA. For the avoidance of doubt, any terms used in this Section 7.9 (CCPA/CPRA) are as defined by the California Consumer Privacy Act and/or the California Privacy Rights Act.

7.10     Business Partners. In order to provide the Services, AgentSync shares Customer Personal Information with the NIPR and other business partners as described in the Product Terms, as applicable. NIPR uses the Customer Personal Information to provide its own services.

8. Indemnification

8.1       By AgentSync. AgentSync shall defend Customer against any third party legal action or proceeding based on a claim AgentSync misappropriated any trade secret or the Services infringe on any patent, copyright, trademark or other intellectual property right, and indemnify and hold Customer harmless against all costs, expenses (including reasonable attorneys’ fees), losses, liabilities and damages incurred by Customer as a result of such claim; provided AgentSync is (a) promptly notified of any and all threats, claims and proceedings related thereto; and (b) given the opportunity to assume sole control over defense and settlement and reasonable assistance in defense and settlement of the claim. Customer shall only be bound to a settlement approved in writing. The foregoing obligations do not apply with respect to portions or components of the Service (i) not supplied by AgentSync; (ii) made in whole or in part in accordance with Customer specifications; (iii) that are modified by Customer after delivery by AgentSync contrary to the instructions of AgentSync; (iv) combined with other technology, services, products, processes or materials where the alleged infringement relates to such combination; (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; (vi) where Customer’s use of the Services is not strictly in accordance with this Agreement or (vii) where Customer’s use of the Service is in any unauthorized or unlawful manner or for any unauthorized or unlawful purpose or otherwise in violation, or outside the scope, of the rights granted herein. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by AgentSync to be infringing, AgentSync may, at its option and expense (x) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (y) obtain for Customer a license to continue using the Services; or (z) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer’s rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services. The foregoing states the sole and exclusive remedy for breach of this indemnity.

8.2       By Customer. Customer shall defend AgentSync, AgentSync’s licensors, suppliers and vendors, and their affiliates (“AgentSync Indemnitees”) against any third party legal action or proceeding based on a claim arising out of Customer’s use of the Services and/or NIPR data, including without limitation, in violation of this Agreement, the law or a third party’s intellectual property, privacy or other proprietary right, and indemnify and hold the AgentSync Indemnitees harmless against all costs, expenses (including reasonable attorneys’ fees), losses, liabilities and damages incurred by the AgentSync Indemnitees as a result of such claim; provided Customer is (a) promptly notified of any and all threats, claims and proceedings related thereto; and (b) given the opportunity to assume sole control over defense and settlement and reasonable assistance in defense and settlement of the claim. AgentSync shall only be bound to a settlement that is approved by AgentSync in writing.

9. Limitation of Liability

9.1       Liability. Except with respect to the obligations set forth in Section 4 (Fees and Payments), and Section 8 (Indemnification), neither party shall be liable for (a) any consequential, incidental, indirect, special or exemplary damages, however caused and under any theory of liability, whether asserted in contract, tort (including negligence), strict liability or otherwise, including without limitation, any loss of profit (whether incurred directly or indirectly), any loss of business or goodwill, damage to reputation, any interruption or error of service, loss or corruption of data, cost of procurement of substitute technology, goods or services, or other intangible loss, or any matter beyond such party’s reasonable control, or (b) any damages in excess of the fees received by AgentSync from Customer during the twelve (12) months preceding the claim, whether or not such party has been advised of or should have been aware of the possibility of any such damages and notwithstanding the failure of the essential purpose of any remedy.

10.   Term and Termination

10.1     Term. This Agreement shall commence on the Effective Date of the Order Form and will continue in effect for the Initial Term specified in the Order Form, and shall automatically renew for additional twelve-month periods (each, a “Renewal Term,” and collectively with the Initial Term, the “Term”), unless either party notifies the other party in writing that it does not wish to renew the Agreement at least 30 days prior to the end of the Initial Term or then-current Renewal Term, or this Agreement is terminated pursuant to Section 10.2 (Termination for Breach) below.

10.2     Termination for Breach. In addition to any other remedies it may have, either party may terminate this Agreement if (i) the other party breaches any of the terms or conditions of this Agreement in any material respect and fails to cure the breach within 30 days after receiving written notice describing in reasonable detail the alleged breach; provided, however, that this right to cure does not apply to payment obligations, or (ii) the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

10.3     Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with Section 10.2 (Termination for Breach) above, AgentSync will refund Customer any prepaid fees covering the remainder of the Term of all Order Forms after the effective date of termination. If this Agreement is terminated by AgentSync in accordance with Section 10.2 (Termination for Breach) above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law in accordance with Section 4.3 (Suspension of Service and Acceleration).

10.4     Effects of Termination. Customer may download any Customer Data that may be stored by the Software Services for up to 30 days following termination of the Agreement or applicable Order Form. Upon written request by the other party, and in accordance with law each party shall return or destroy (and certify such destruction in writing) the Confidential Information of the other party. Within thirty (30) days of termination of this Agreement, Customer agrees to remove the Software Services or allow AgentSync access to remove the Software Services from its environment, as applicable.

11. Miscellaneous

11.1     Marketing Reference. AgentSync may use Customer’s corporate name, logo, and other trademarks in printed, online and electronic promotional materials (for example, as a representative or exemplary customer of AgentSync on AgentSync’s website) and to provide the Services to the Customer.

11.2     No Insurance Transactions; No Licenses. AgentSync does not engage in any insurance transactions as defined by applicable law. While AgentSync endeavors to assist Customer in maintaining compliance with applicable insurance licensing requirements, Customer is solely responsible for (i) complying with such requirements, and (ii) the decisions it makes when using the Services.

11.3     Licensing Transaction Disclaimer.  In the course of providing the Software Services, AgentSync may be providing information and guidance to the Customer. This guidance shall not be construed as legal, financial, or other professional advice.

11.4     Notices. Any legal notice, report, statement, request or other communication required or permitted under this Agreement shall be in writing and delivered personally or by courier (effective upon receipt), by registered U.S. mail, postage prepaid (effective three (3) business days after mailing), or sent by facsimile or electronic mail (effective upon receipt, as evidenced by acknowledgement or confirmation of receipt), if to Customer then to the addresses set forth on the Order Form, and if to AgentSync to: 3601 #450 Walnut Street, Denver, CO 80205 Attn: Legal Department and to legal@agentsync.io. Notice of change of address shall be given in the same manner as other communications.

11.5     Entire Agreement. This Agreement, including the Order Form and any SOWs, addenda, and amendments, constitute the entire agreement between the parties as of the Effective Date and supersedes all prior written or oral proposals, discussions, communications, or agreements related to the same subject matter. Customer represents and covenants that in entering into this Agreement, it is not relying upon any representations, warranties, and/or other statements of any sort other than those appearing in the Agreement. No terms, provisions or conditions of any purchase order, invoice or other business form or written authorization used by Customer will apply or have any effect on the rights, duties, or obligations of the parties under, or otherwise modify, this Agreement, the Order Form, or a Statement of Work, regardless of any failure of either party to object to such terms, provisions, or conditions. The terms of each Order Form shall supersede and control any conflicting and inconsistent terms of these Terms.

11.6     Survival. Defined terms accrued but unpaid payment obligations, and provisions which by their nature are intended to survive, including without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability, shall survive termination of this Agreement.

11.7     Amendments and Waivers. No amendment of an Order Form shall be valid unless made in writing and signed by duly authorized representatives of the parties. AgentSync may amend these Terms from time to time and shall become effective and binding upon Customer and Customer’s continued use of the Software Services upon the posting of such Terms to AgentSync’s website. It is Customer’s responsibility to review these Terms, as amended, periodically. Each time Customer uses AgentSync Software Services, and Customer agrees to be bound by the terms of the most current Terms published.

11.8     Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned, transferred, or sublicensed by Customer without the prior written consent of AgentSync, which consent shall not be unreasonably withheld. This Agreement shall inure to the benefit of and be binding on the parties and their respective successors and permitted assigns.

11.9     Force Majeure. Neither party shall be held liable or responsible to the other party nor be deemed to have defaulted under or breached the Agreement for failure or delay in fulfilling or performing any term of the Agreement to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected party including but not limited to fires, earthquakes, floods, embargoes, wars, acts of war (whether war is declared or not), global pandemic, health emergencies, insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of nature, or acts, omissions or delays in acting by any governmental authority or other party, or any non-AgentSync-specific network or telecommunications failure or congestion that affects a Service. This provision shall not apply to payment obligations.

11.10   Export Laws and Regulations. Each party hereby acknowledges that the rights and obligations set forth in the Agreement are subject to the laws and regulations of the United States relating to the export of products and technical information. Without limitation, each party shall comply with all such laws and regulations.

11.11   Independent Parties. Each party is independent of the other, and nothing contained herein shall be deemed or construed to create any partnership, joint venture, agency, fiduciary, employment, or other similar relationship. The parties are not, and shall not represent themselves as a principal, agent, partner, or joint venture of the other. No party shall attempt to act, or represent itself as having the power, to bind the other party or create any obligation on behalf of the other party. Each party shall be solely responsible for the employment, direction and control of its employees and their acts.

11.12   No Third-Party Beneficiaries. This Agreement is made solely and specifically between and for the benefit of AgentSync and Customer, and no other person or entity shall have any rights, interests or claims hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise.

11.13   Dispute Resolution

a. Binding Arbitration. Any claim will be submitted for resolution by binding arbitration pursuant to the rules then pertaining of the CPR Institute for Dispute Resolution for Non-Administered Arbitration (available at www.cpradr.org), or successor (“CPR”), except where those rules conflict with these provisions, in which case these provisions control. The arbitration will be held in Denver, Colorado.

b. Equitable Relief. Notwithstanding anything to the contrary in this Agreement, in addition to any other available remedies at law, each party shall be entitled to protect its Confidential Information and intellectual property and proprietary rights through equitable relief via any court of competent jurisdiction. Each party shall be entitled to seek equitable relief (including restraining order, injunction, or specific performance) in the event of a breach by the other party of such party’s proprietary rights, or of the other party’s confidentiality obligations, without having to post a bond or other security, or to prove damages or the inadequacy of damages.

11.14   Governing Law. This Agreement shall be governed and interpreted in accordance with the laws of the State of Delaware without giving effect to principles of conflict of laws with the venue for adjudication in Denver, Colorado. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act are expressly excluded and shall not apply.

11.15   Remedies. All rights, relief, remedies conferred upon a party by these Terms, or any other agreement are cumulative of, and without prejudice to, any other right, relief, or remedy available to such party at law or equity for any breach of these Terms, any other agreement between Customer and AgentSync, and/or any other statutory, common law, or other legal or equitable right of such party.

11.16   Severability. If any provision of this Agreement is invalid or unenforceable, that provision will be limited to the minimum extent necessary to render such provision valid and enforceable, and enforce the same to achieve the parties’ intent as stated herein, and so that this Agreement will otherwise remain in full force and effect and enforceable, and the remaining provisions will remain in full force and effect. If the provision cannot be so limited, the provision will be deemed severed from this Agreement and such invalidity shall not affect the validity and enforceability of the remaining portions of this Agreement. The parties further agree to use their best efforts to substitute a valid provision for the invalid provision which most closely approximates the intent and economic effect of the invalid provision.

C. Product Terms

The following terms (“Product Terms”) shall apply to Customer’s use and access of the applicable Services identified in Customer’s Order Form. All capitalized terms not defined in these Product Terms, shall have the meaning applied to them in the Agreement. In the event of a conflict between these Product Terms and any other term in the Order Form, Statement of Work, the Standard Terms, Master Subscription and Services Agreement or other contracting document, these Product Terms shall supersede and control only as it relates to Customer’s use and access of the applicable Services. The term “Software Services” shall include all products referenced in these Product Terms and identified in an applicable Order Form.

1. MANAGE PLATFORM (OEM)

  1. Salesforce Pass-Through Terms. Customer specifically acknowledges the Software Services are hosted on the Salesforce cloud service platform described at Salesforce Service Cloud Overview (“Salesforce Platform”), and Salesforce services are a component of the Software Services (such services, the “Salesforce Services”). The use of the Software Services requires that Customer purchase a Salesforce Platform license from AgentSync as an authorized Salesforce reseller, and accordingly, Customer accepts and agrees to  the Salesforce Reseller Pass-Through Terms of Use available at Salesforce Pass-Through Terms (the “Salesforce Terms”). The Salesforce Terms are incorporated into this Agreement by reference. Customer represents, warrants, and covenants Customer will use the Services in compliance with these Product Terms, AgentSync’s standard published policies then in effect, all applicable laws and regulations, and the Salesforce Terms. Salesforce may audit the use of Customer’s subscription to the Salesforce Services and provide the results of such audit to AgentSync. Customer understands that AgentSync sets and enforces limits on Customer’s use of the APIs, in accordance with the limits available here and AgentSync may find it necessary to limit the number of API requests the Customer makes. In such event, AgentSync is not responsible for disruption to any existing Customer integration(s) that occur because of Customer exceeding AgentSync’s API limitations. Customer agrees to indemnify and hold harmless AgentSync against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any third-party claim or action that arises from an alleged violation of the foregoing. AgentSync may prohibit any Customer’s use of the Software Services it believes may be in violation of the foregoing. In the event of a conflict between these Product Terms and the Salesforce Terms, the Salesforce Terms will control.
  1. Service Levels; Data Security; Disaster Recovery Plan. Customer acknowledges the Software Services and Customer’s instance of the Software Services are hosted on the Salesforce Platform and Customer’s service level commitments, service uptime and service availability are provided by Salesforce as it relates to the Salesforce Platform. Salesforce’s description of system status, security and compliance is set forth at Trust Salesforce (“Salesforce Data Security Policy”), and disaster recovery plan is set forth at Salesforce Disaster Recovery Plan (“Salesforce DRP”). Customer acknowledges and accepts that since the Software Services are hosted on the Salesforce Platform, all producer-related data provided by Customer to enable the provision of AgentSync’s Services (“Producer Data”) is subject to the Salesforce Data Security Policy and Salesforce DRP.
  1. Salesforce Business Partners. In addition to the terms and conditions of Section 7.10 (Business Partners) of the Terms, the parties agree and acknowledge that the Services sync producer data between a Customer’s instance on the Salesforce.com Platform. In order to provide the Services, AgentSync shares personal information with Salesforce.com. Salesforce.com uses the personal information to provide their own services to Customer. Unless Customer provides AgentSync access to the Customer account for implementation, troubleshooting, or customer support purposes, AgentSync will have no access to Customer producer information. If Customer requests that AgentSync establish an instance on the Salesforce.com Platform on Customer’s behalf, AgentSync will share personal information with Salesforce.com to establish and set up Customer’s account to fulfill Customer’s request.
  1. Implementation. In addition to the terms and conditions set forth in a Statement of Work, Customer will dedicate sufficient Salesforce administrators to implement the Software Services.
  1. View Only Licenses. Customer may purchase View-Only User licenses to the Manage – OEM Service as set forth in an Order Form. View-Only User is a user who can only view the Software Services, without performing any actions.

2. MANAGE PLATFORM (ISV)

  1. Additional Definitions

    Modified Customer Data” shall mean any modifications made to Customer Data through the Manage Software Services.

    “Salesforce” shall mean Salesforce.com.

    “SFDC Service Org” shall mean the organization established by Salesforce for the Customer pursuant to the Salesforce Agreement.
  1. Salesforce Terms; Retention of Data.  The Salesforce Agreement between Customer and Salesforce.com shall govern and control Customer’s use and access of the SFDC Service Org. Customer acknowledges and agrees that Salesforce’s obligation to retain Customer Data shall be set forth in the Salesforce Agreement. Modified Customer Data will not be captured and considered Customer Data unless such modified data is uploaded to the Customer’s SFDC Service Org. AgentSync shall be responsible for the return of the Modified Customer Data. In the event of termination or expiration of the Agreement, the Customer acknowledges and agrees that Salesforce has no responsibility to retain any Customer Data that is stored in custom fields made available to Customer through Manage. Customer may request a copy of such data prior to termination or expiration of this Agreement, in which case Salesforce will make such data available to Customer in accordance with the Salesforce Agreement. 
  1. Access to Customer SFDC Service Org. Customer represents and warrants that it will provide AgentSync with access to the Customer SFDC Service Org subject to Customer’s reasonable security protocols that are previously communicated to AgentSync throughout the Term. This access will be configured as a set of SFDC Custom Profiles and Permission Sets to allow AgentSync full access to all locations within the SFDC Service Org that the AgentSync managed package or any parts of the managed package are being used, including any development, sandbox, UAT, and other lower environments. This is intended to segment AgentSync’s access from sensitive information and data within the Customer SFDC Service Org that is not associated with the AgentSync Software Service or capabilities. Customer represents and warrants that it maintains a Salesforce administrator or an individual with sufficient Salesforce expertise and will provide AgentSync access, in accordance with these terms, to such individual(s) throughout the Term. Notwithstanding anything to the contrary, Customer understands and acknowledges that AgentSync shall not be responsible for any setup, configuration, or automation work involving any objects, data, or fields that are restricted in accordance with this Section C (Access to Customer SFDC Service Org).
  2. Customer’s Obligations, Representations and Warranties. Customer represents and warrants that it maintains and will continue to maintain during the Term, an active Salesforce Agreement and subscription to the SFDC Service Org. Customer agrees to indemnify and hold AgentSync harmless for any third-party claims that arise due to Customer’s breach of any of the foregoing.
  3. Salesforce Business Partner. The parties agree and acknowledge that in addition to the terms and conditions of Section 7.10 (Business Partners) of the Standard Terms, the Services sync producer data between a Customer’s instance on the Salesforce.com Platform. In order to provide the Services, AgentSync shares personal information with Salesforce.com. Salesforce.com uses the personal information to provide their own services to Customer.
  4. Implementation Customer Obligations.  Customer acknowledges the following areas a condition to AgentSync’s ability to provide the Services described in the Statement of Work:  
    1. Customer will dedicate sufficient Salesforce administrators to implement the Software Services.
    2. Customer will support increased touchpoints for alignment on Customer and AgentSync combined Salesforce environments, and will facilitate enhanced governance around all configuration, QA testing, and deployment activities.
    3. Customer will support the creation of an extended data dictionary comprising all Customer and AgentSync considerations.
    4. Customer will participate in additional discovery sessions to allow AgentSync to understand Customer’s current state usage of Salesforce, including but not limited to all standard and custom objects and fields, profiles and permission sets, APEX classes, API names, settings, page layouts, workflows, automations, and community portals.
    5. Customer will participate in the creation and implementation of a strategy for assessing the impact analysis of deploying AgentSync within Customer’s Salesforce org.
    6. Customer will be responsible for testing and validating all configuration change sets and packages, and will be responsible for promoting all configured features to production, including any post-production validation and regression testing.
    7. Customer represents and warrants that they will remain current with their AgentSync Manage Software Service and will install any and all Enhancements within two (2) weeks of release by AgentSync. Customer acknowledges that failure to install these Upgrades in a timely manner can lead to operating with outdated business rules or regulations or even the loss of access to certain content, features and/or functionality within the Software Service.
  5. Manage Platform (ISV) User Seat (Admin). Customer may purchase User Seat (Admin) seats to the Manage Platform – ISV Service  as set forth in an Order Form. Customer agrees that (a) the seats described in the preceding sentence are not admin licenses to any Salesforce service including but not limited to Customer’s SFDC Service Org, and (b) admin licenses to Salesforce services including but not limited to Customer’s SFDC Service Org are licensed by Salesforce, and not AgentSync.

Updated February 22, 2024. 

3. AUTOPILOT

  1. AgentSync’s Obligations:

For an MGA and/or Agency Customer, where such Customer has internal agents, AgentSync shall provide AgentSync’s Internal Agent License Management services (“Autopilot”) as described in Section 1 of the Description of Autopilot Services available here: https://agentsync.io/autopilot-appendix-a (Internal Agent License Management).  

For a Customer that is a Carrier, or will be using Autopilot for carrier appointing, AgentSync shall provide External Agent Carrier Appointment Management as detailed in Section 2 of the Description of Autopilot Services available here: https://agentsync.io/autopilot-appendix-a (External Agent Appointment Management).

Any updates to Autopilot, including if the Customer desires to license the other services described in the Description of Autopilot Services shall be detailed through a mutually agreed upon written Change Order as executed by the parties and further described in Section 6 (Change Order).  

  1. Customer’s Obligations:

(1)       Access to third party accounts

At AgentSync’s request, Customer will provide AgentSync with the applicable credentials and access to Customer’s account information (as follows) in the following third-party websites:

o NIPR: Access provided by Customer to allow AgentSync allowing the ability to manage credentials required to facilitate transactions.

o Continuing Education Providers: Access provided which allows AgentSync to manage and track requirements and progress related to continuing education. 

o Background Check Provider: Access provided for AgentSync to Customer’s background check provider, to conduct required background checks for external producer channel. 

o State DOI Websites/Portals: Access provided by Customer to AgentSync in order to facilitate the submission of appointments in offline states, as well as checking licensing information and continuing education for individual producers. Customer will ensure that it has the appropriate authorizations and consent to enable AgentSync’s access to its external accounts. Customer Confidential Information shall include Customer account credentials and will remain protected in accordance with the confidentiality provisions of the Agreement.

AgentSync will not be liable for being unable to provide Autopilot resulting from the access to Customer’s third-party accounts being suspended or revoked.

(2)       Customer Information and Resources

The successful and timely rendering of Autopilot requires good faith cooperation from the Customer. At the reasonable request of AgentSync, Customer shall provide: (i) information concerning their business as it relates to Autopilot, (ii) appropriate and qualified personnel resources which shall regularly meet with AgentSync in order to refine processes, establish escalation paths, and otherwise provide updates relating to  Autopilot, (iii) sufficient access to Customer’s systems, (iv) provision of requested data in order for AgentSync to perform Autopilot within a reasonable amount of time of such request.

Customer will make its resources available to AgentSync to make decisions in a timely fashion so as to not impact Autopilot. 

(3)       Accuracy of Customer Information Provided 

Customer shall be responsible for ensuring the expeditiousness, accuracy, and completeness of all representations, assumptions, information, and data provided by Customer to AgentSync. Customer shall indemnify and hold harmless AgentSync for any claims or damages sustained as a result of Customer’s provision of incorrect or untimely information.

AgentSync shall not be responsible for any failure to deliver Autopilot where such failure is attributable to delays or errors caused by Customer.  

  1. Consent; Access. The parties understand and agree that Autopilot shall mean that AgentSync will be accessing and taking actions authorized by Customer in Customer’s instance of the Software Services. AgentSync will only take actions that are authorized at the direction of the Customer and/or as described herein. As requested by Customer, AgentSync may also access external Customer accounts required for AgentSync to provide Autopilot, however, AgentSync is not authorized to and will not take any actions on behalf of Customer in such external accounts. AgentSync is not authorized to access any other Customer systems or accounts, whether internal or external, except as set forth herein. 
  2. Project Managers. Each party will provide a Project Manager and primary point of contact for Autopilot upon commencement of the Service. The Project Managers are authorized to conduct reviews and signoffs on behalf of their respective organizations. 
  1. Change Order. The parties may agree to modify Autopilot through a written change order (the “Change Order”). The Change Order shall contain the following details as mutually agreed to by the parties: (i) an expansion in the implementation, if applicable, (ii) updated pricing for Autopilot, if applicable.
  1. Additional Terms and Conditions.
  1. Term. The term length of Autopilot shall be detailed in the Order Form, and in absence of such detail, shall be coterminous with the Software Services Term.
  2. Indemnification. In addition to the indemnification obligations set forth in the Terms or Master Subscription and Services Agreement (as applicable), the parties agree that the following indemnification obligations apply with respect to Autopilot:
    • 2.1 Customer Indemnity. Customer shall defend AgentSync against any third party legal action, or proceeding arising from an act or omission by AgentSync in its performance of Autopilot that is based on incorrect and untimely information provided by Customer, and Customer shall further indemnify and hold AgentSync harmless against all costs, expenses (including reasonable attorneys’ fees), losses, liabilities and damages incurred by AgentSync as a result of such claim; provided (a) Customer is promptly notified of any and all threats, claims and proceedings related thereto; (b) Customer is given the opportunity to assume sole control over defense and settlement and (c) AgentSync provides reasonable assistance in defense and settlement of the claim. Customer will not be responsible for any settlement it does not approve in writing.
    • 2.2 AgentSync Indemnity. AgentSync shall defend Customer against any third party legal action or proceeding based on a third party legal action or proceeding which arises due to AgentSync’s intentional misconduct or negligence; provided, however, that AgentSync shall not be responsible for any action which results from the Customer in following or declining to follow any advice or recommendation given by AgentSync (unless such advice or recommendation is a result of AgentSync negligence or misconduct) and AgentSync shall further indemnify and hold Customer harmless against all costs, expenses (including reasonable attorneys’ fees), losses, liabilities and damages incurred by Customer as a result of such claim(s); provided (a) AgentSync is promptly notified of any and all threats, claims and proceedings related thereto; (b) AgentSync is given the opportunity to assume sole control over defense and settlement and (c) Customer provides reasonable assistance in defense and settlement of the claim. AgentSync will not be responsible for any settlement it does not approve in writing.
  1. Limitation of Liability. In the course of providing Autopilot, AgentSync shall be providing information to the Customer, including state and federal licensing advice. This information shall not be construed as legal, financial, or other professional guidance. AgentSync is not responsible for any damages resulting from any decisions of Customer which are made in reliance on the information provided from Autopilot, unless the AgentSync-provided information is negligent or as a result of AgentSync’s intentional misconduct. Customer acknowledges and agrees that the use of the information provided from Autopilot shall be at its own risk. AgentSync does not warrant to the accuracy of information provided to Customer through Autopilot. Notwithstanding the foregoing, neither party shall be liable for (a) any consequential, incidental, indirect, special or exemplary damages, however caused and under any theory of liability, whether asserted in contract, tort (including negligence), strict liability or otherwise, including without limitation any loss of profit (whether incurred directly or indirectly), any loss of goodwill, damage to reputation, any interruption or error of service, loss or corruption of data, cost of procurement of substitute technology, goods or services, or other intangible loss, or any matter beyond such party’s reasonable control, or (b) any damages in excess of the fees received by AgentSync from Customer during the twelve (12) months preceding the claim, whether or not such party has been advised of or should have been aware of the possibility of any such damages and notwithstanding the failure of the essential purposes of any remedy.

4. MANAGE PLATFORM (OEM) – SANDBOX

In addition to the terms and conditions of Section 5 of these Product Terms, Sandbox subscriptions are for testing and development use only, and not for production use. As part of its system maintenance, Salesforce may delete any Sandbox that Customer has not logged into for 150 consecutive days. Thirty or more days before any such deletion, Customer’s Salesforce Administrative User for the Salesforce Service Org from which the Sandbox was created will be notified (notification via email acceptable) that the Sandbox will be deleted if Customer does not log into it during that 30-day (or longer) period. Deletion of a Sandbox shall not terminate Customer’s Sandbox subscription; if a Sandbox is deleted during Customer’s Sandbox subscription term, the Administrative User for the Salesforce Service Org may create a new Sandbox.

5. SALESFORCE SHIELD

  1. Salesforce Shield Pass-Through Terms. Customer’s use and access of the Salesforce Shield is subject to the following terms of use:

            1. Salesforce Platform Encryption: Customer is responsible for creating its own Tenant Secret(s), which is/are used in conjunction with secrets created and managed by Salesforce as described in the user guide. Tenant Secrets are used to derive data encryption keys for use with Platform Encryption. Customer’s Tenant Secrets are unique to the Customer’s Org and to the specific Customer data to which they apply. Should Customer delete, destroy, or misplace a Tenant Secret, such Tenant Secret and the related encrypted Customer data is irretrievable unless Customer has previously exported the Tenant Secret and then reimports such Tenant Secret back into the platform. Customer is responsible for regularly backing up its Tenant Secret(s) and all Customer data and storing them locally in a safe place.

IN NO EVENT SHALL SALESFORCE OR AGENTSYNC HAVE ANY LIABILITY HEREUNDER TO CUSTOMER ARISING FROM CUSTOMER’S DELETION, DESTRUCTION OR MISPLACEMENT OF CUSTOMER’S TENANT SECRET(S).

Use of Platform Encryption may restrict the functionality of the Salesforce platform. Salesforce shall use commercially reasonable efforts to make the Salesforce Platform Encryption product available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Salesforce shall give at least 8 hours electronic notice and which Salesforce shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time), and (ii) any unavailability caused by circumstances beyond Salesforce’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Salesforce employees), Internet service provider failure or delay, or denial of service attack. Any other terms regarding availability of the Services shall not apply to Salesforce Platform Encryption. “Documentation” means Salesforce’s online user guides, documentation, and help and training materials, as updated from time to time, accessible via help.salesforce.com or login to the applicable Service.

           2. Salesforce Field Audit Trail: Salesforce shall use commercially reasonable efforts to make the Salesforce Field Audit Trail product available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Salesforce shall give at least 8 hours electronic notice to all users and which Salesforce shall schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m. Monday Pacific time), and (ii) any unavailability caused by circumstances beyond Salesforce’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Salesforce employees), Internet service provider failure or delay, or denial of service attack. Any other terms regarding availability of the Salesforce platform in any agreement between Salesforce and Customer shall not apply to the Salesforce Field Audit Trail product.

6. PRODUCER SYNC API

  1. Customer is given a license to use and access Producer Sync API only in accordance with their technical documentation (“Documentation”) and AgentSync’s then current developer policies (both made available to Customer through AgentSync’s developer portal). Customer understands that AgentSync sets and enforces limits on Customer’s use of Producer Sync API, as may be further described in the Documentation and developer policies. Customer agrees to, and will not attempt to circumvent, such limitations. Customer agrees that AgentSync may monitor use of Producer Sync API to enforce these limitations, ensure quality, improve AgentSync’s services and otherwise ensure compliance with these Product Terms. If Customer would like to use Producer Sync API beyond the limitations described herein, Customer must obtain AgentSync’s express written consent, and AgentSync may decline such request or condition acceptance on Customer’s agreement to additional terms and/or fees. Customer acknowledges that AgentSync may change, deprecate, or republish Producer Sync API from time to time, and it is Customer’s responsibility to ensure that calls or requests Customer makes to Producer Sync API are compatible with AgentSync’s then-current Producer Sync API.
  1. Access to Producer Sync API is priced on a per-unique NPN basis. To the extent Customer purchases Producer Sync API in addition to AgentSync Manage, then Customer will be responsible for fees incurred for each unique NPN processed in Producer Sync API that is not also processed in Manage.

7. TRAINING

A. General Training Terms and Conditions.

The following terms and conditions apply to Customer’s purchase of AgentSync training offerings (“Training Package”).

  1. Attendance for each Training Package is capped at the specified number of Customer employees (“Attendees”) for each Training Package as set forth in the applicable Training Package terms and conditions.
  2. The Training Foundations package is a prerequisite for and must be purchased with any other Training Package.
  3. To the extent Customer has purchased an in-person Training Package:
    1. Customer is responsible for all travel costs and other expenses associated with such Training Package pursuant to AgentSync’s travel and expense policy. AgentSync will invoice Customer monthly in arrears for all travel and expenses.
    2. from the previous month which will be represented as a single invoice line item.
    3. Customer must complete all required preliminary work as outlined in each Training Package, or as otherwise reasonably requested by AgentSync prior to AgentSync booking travel for the applicable Training Package.
    4. Customer is responsible for managing its internal resources as reasonably required for AgentSync to provide the applicable Training Package including, but not limited to providing adequate meeting place, and all scheduling and communication to its Attendees.
  4. To the extent Customer has purchased a virtual Training Package, AgentSync is responsible for coordinating with Customer to schedule the sessions in the applicable Training Package. Any Customer requests regarding scheduling the sessions in the applicable Training Package must be provide to AgentSync in writing with at least 2 weeks advance notice.
  5. The following trainings are explicitly excluded from all AgentSync Training Packages:
    • i. Software integration training;
    • ii. Technical training;
    • iii. Training otherwise outside of the scope set forth in the applicable Training Package Terms and Conditions.
  6. Except as otherwise set forth in the applicable Training Package Terms and Conditions, Training Packages expire if:
    • i. Not scheduled within the first six (6) months after Software Services go-live for new AgentSync customers; and
    • ii. It is not scheduled within six (6) months of Training Package purchase for existing AgentSync customers.
  7. Except as a Training Package offering may otherwise expire as forth in (f) above, any Training Package offerings must be used within the Term of the applicable Order Form that includes the applicable Training Package.

B. Training Package Terms and Conditions.

  1. Training Foundations. AgentSync will train Attendees to use the Software Service in up to two (2) one-hour walkthroughs. Customer will receive a recording of such walk-throughs for future use. The Training Foundations package also includes access to (i) unlimited access to AgentSync Academy (including Getting Started Academy Coursework, the Open-Source AgentSync Compliance Library, AgentSync webinars, and the AgentSync Change Agents Community); and (ii) the AgentSync Help Center. The Training Foundations package is not sufficient for and must be combined with additional Training Package(s) where Customer has 15 or more unique requirements and/or any custom objects. The Training Foundations package attendance is capped at the number of Admin Users indicated on Customer’s Order Form.
  1. Live Training Lite. The Live Training Lite package may only be purchased if Training Foundations is also purchased. In addition to the Training Foundations package offerings, AgentSync will provide up to two (2) 1-hour out-of-the-box virtual training sessions. Prior to scheduling the first Live Training Lite training session, Customer must complete (i) all out-of-the-box getting started AgentSync Academy courses; or (ii) attend the AgentSync Getting Started webinar. The Live Training Lite package attendance is capped at 2 Attendees.
  1. Live Training: TheLive Training package may only be purchased if Training Foundations is also purchased. In addition to the Training Foundations package offerings, AgentSync will provide (i) the applicable virtual or in-person training sessions, to the extent set forth on Customer’s Order Form, and each as described in each sub-package below; and (ii) one (1) 90-minute Q&A session after Software Services go-live, provided that such Q&A session is held at least thirty (30) days after the applicable training sessions. Customer will participate in a 30-minute virtual scoping and agenda alignment session prior to any Live Training package sessions being scheduled. Prior to scheduling the first Live Training package session, Customer must complete all out-of-the-box getting started AgentSync Academy courses. All Live Training package training sessions will be specific to Customer’s workflow. The Live Training package attendance is capped at 5 Attendees.
    •  Virtual: The Live Training Virtual package includes up to two (2) 90-minute training sessions.
    • In-Person: The Live Training Virtual Package includes one (1) 1.5-day training session (up to 12 hours).
  1. Live Training + Documentation: The Live Training + Documentation package may only be purchased if Training Foundations is also purchased. In addition to (i) the Training Foundations package offerings; and (ii) the Live Training Package offerings, Customer will also receive a custom user guide specific to the configurations and workflows outlined in the customer requirements (“User Guide”). The User Guide will be created by AgentSync with its standard formatting and resources. No User Guide content updates will be provided to Customer after Software Services go-live. Thereafter, Customer is responsible for maintaining the User Guide, including in the case that workflows and processes change.  Notwithstanding anything to the contrary in Section c above or this Section d:
    1. The Live Training + Documentation Virtual package attendance is capped at 8 Attendees; and
    2. The Live Training + Documentation In-Person package, attendance is capped at 12 Attendees.

Questions About AgentSync’s Terms of Use or Product Terms
Please email or write to the address below.
Email: legal@AgentSync.io

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