Riskonnect® MASTER SUBSCRIPTION AGREEMENT

 

Riskonnect® TERMS OF USE:

 

BY CLICKING THE "I ACCEPT" OPTION DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF THE ONLINE RISKONNECT SERVICE, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY, THE "RISKONNECT SERVICE") OF RISKONNECT, INC. ("RISKONNECT"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE RISKONNECT SERVICE.

 

Welcome

 

Riskonnect will provide You with use of the Riskonnect Service. Your registration for, or use of, the Riskonnect Service shall be deemed to be Your agreement to abide by this Agreement including any materials available on the Riskonnect website incorporated by reference herein. For reference, a Definitions section is included at the end of this Agreement.

Riskonnect utilizes its proprietary Riskonnect software application to make available the Riskonnect Service to You through the online, web-based platform service (the “SFDC Platform Service”) of salesforce.com. You acknowledge and understand that the terms and conditions for the use of the SFDC Platform Service are as set forth in Exhibit A at the end of this Agreement (the “SFDC Service Agreement”) and You agree to be bound by the terms and conditions of the SFDC Service Agreement with regard to the use of the SFDC Platform Service. The SFDC Platform Service utilizes the most current firewall protection, intrusion detection systems, SSL encryption, and proprietary security products as more fully described at http://www.salesforce.com/platform/service-delivery/security. Your sole rights and remedies regarding the SFDC Platform Service are as set forth in the SFDC Service Agreement. (The SFDC Platform Service is defined as the “Service” in the SFDC Service Agreement.) In addition, You may not develop new applications for internal use with the SFDC Platform Service.

For more information about the SFDC Platform Service, see the salesforce.com website at http://www.salesforce.com. For more information about the Riskonnect Service please see our website at http://www.riskonnect.com.

In addition, we offer a 30-day evaluation trial of the Riskonnect Service. You acknowledge that by signing up for an evaluation trial that Your registration information will be disclosed to SFDC and will be used by SFDC pursuant to its privacy policy available at http://salesforce.com.

 

 

1. Privacy & Security; Confidential Information

 

The Riskonnect Service is made available through the SFDC Platform Service which is an online, web-based platform service. salesforce.com's privacy and security policies may be viewed at http://www.salesforce.com. Salesforce.com and Riskonnect shall maintain and handle all of Your Data in accordance with privacy and security measures reasonably adequate to preserve the confidentiality and security of Your Data. Salesforce.com and Riskonnect shall also maintain and handle all of Your Data in accordance with all applicable privacy law and regulations. Riskonnect restricts access to Your Data to Riskonnect employees, affiliates' employees, or others who need to know that information to provide services to you or in the course of conducting our normal business operations. Riskonnect maintains appropriate physical, electronic, and procedural safeguards to protect Your Data. You acknowledge that salesforce.com may modify its privacy and security policies in its discretion from time to time and salesforce.com’s sole obligations are as set forth in the SFDC Service Agreement. You acknowledge that You have read the Salesforce.com Privacy Policy and Riskonnect Privacy Policy available on each respective website, the terms of which are incorporated herein, and agree that the terms of such policies are reasonable. You acknowledge that Riskonnect does not transmit Your Data outside of SFDC’s system consisting of the SFDC Platform Service unless Riskonnect provides notice to You, and in that case, SFDC is not responsible for the privacy, security or integrity of such transmitted Data.

If You do provide Riskonnect with Your Data, Riskonnect will only use it for the purposes described where it is collected or as otherwise described in this Agreement, and Riskonnect will not sell, license, transmit or disclose this information outside of Riskonnect unless (1) You expressly authorize Riskonnect to do so, (2) it is necessary to allow our trusted service providers or agents to provide services for Riskonnect, (3) in order to provide Riskonnect products or services to You, (4) it is necessary in connection with a sale of all or substantially all of the assets of Riskonnect or the merger of Riskonnect into another entity or any consolidation, share exchange, combination, reorganization, or like transaction in which Riskonnect is not the survivor, or (5) otherwise as Riskonnect is required or permitted by law.

As a customer of the Riskonnect Service, You agree that Riskonnect can disclose the fact that You are a customer and the edition of the Riskonnect Service that You are using. In addition and with prior mutual consent between the parties which shall not be unreasonably withheld, You agree to serve as a Riskonnect reference no less than five times during the initial Term, which may consist of taking Riskonnect reference calls from customer prospects and/or potential investors.

Each party also agrees not disclose or use any Confidential Information of the other party for any purpose outside the scope of this Agreement, except with the other party's prior written permission or as otherwise provided herein. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind (but in no event using less than reasonable care). If a party is compelled by law to disclose Confidential Information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure.

If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the other party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.

As used herein, "Confidential Information" means all confidential and proprietary information of a party disclosed to the other party, whether orally, in writing or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including the terms and conditions of this Agreement (including pricing), Your Data, the Riskonnect Service, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information (except for Your Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of any obligation owed to the other party; or (iv) is received from a third party without breach of any obligation owed to the other party.

 

 

2. License Grant & Restrictions

 

Riskonnect hereby grants You a non-exclusive, non-transferable, right to use the Riskonnect Service only in North America, solely for Your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to You are reserved by Riskonnect and its licensors. Should you require a Worldwide right to use the Riskonnect Service, the corresponding Order Form will support such Worldwide internal use and also apply a 25% pricing premium for any users outside of North America.

You shall not (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, timeshare, provide on a service bureau basis or otherwise commercially exploit or make available to any third party the Riskonnect Service or the Content in any way; (ii) modify or make derivative works based upon the Riskonnect Service or the Content; (iii) create Internet "links" to the Riskonnect Service or "frame" or "mirror" any Content other than on Your own intranets or otherwise for Your own internal business purposes; or (iv) reverse engineer or access the Riskonnect Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Riskonnect Service, or (c) copy any ideas, features, functions or graphics of the Riskonnect 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 Riskonnect Service.

You may use the Riskonnect 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 that is harmful to children or violates third party privacy rights; (iii) send or store viruses, worms, time bombs, Trojan horses or other harmful or malicious code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Riskonnect Service or the data contained therein; or (v) attempt to gain unauthorized access to the Riskonnect Service or its related systems or networks.

You are responsible for all activity occurring under Your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Riskonnect Service, including those related to data privacy, international communications and the transmission of technical or personal data.

 

 

3. Account Information and Data

 

Riskonnect does not own any data, information or material that You submit to the Riskonnect Service in the course of using the Riskonnect Service ("Your Data"). You, not Riskonnect, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all of Your Data, and Riskonnect shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any of Your Data.

 

 

4. Intellectual Property Ownership

 

Riskonnect alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Riskonnect Technology, the Content and the Riskonnect Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Riskonnect Service. This Agreement with a supporting Order Form does constitute a transaction for the Riskonnect Service; however, this Agreement is not a sale and does not convey to You any rights of ownership in or related to the Riskonnect Service, the Riskonnect Technology or the Intellectual Property Rights owned by Riskonnect and its licensors, where applicable. The Riskonnect name, the Riskonnect logo, and the product names associated with the Riskonnect Service are trademarks of Riskonnect or third parties, and no right or license is granted to use them.

 

 

5. 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. 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 under standard payment terms of Net 30 unless purchased by credit card where fees are paid at time of transaction, whether or not such User licenses are actively used. You must provide Riskonnect with valid credit card or approved purchase order information as a condition to signing up for the Riskonnect Service. 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. Riskonnect reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to You, which notice may be provided by e-mail. All pricing terms are confidential, and You agree not to disclose them to any third party.

 

 

6. Excess Data Storage Fees

 

The maximum disk storage space provided to You at no additional charge is an aggregate of 20 MB per User subscription. If the amount of disk storage required exceeds these limits, You will be charged the then-current storage fees. Riskonnect will use reasonable efforts to notify You when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Riskonnect to so notify You shall not affect Your responsibility for such additional storage charges. Riskonnect reserves the right to establish or modify its general practices and limits relating to storage of Your Data.

 

7. Billing

Riskonnect charges and collects in advance for use of the Riskonnect Service. Riskonnect will automatically renew and bill Your credit card or issue an invoice with standard payment terms of Net 30 during each License Term. Riskonnect'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 Riskonnect's income.

You agree to provide Riskonnect 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 tax exemption certificate number, if applicable. 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, Riskonnect reserves the right to terminate Your access to the Riskonnect Service immediately in addition to any other legal remedies.

Unless Riskonnect in its discretion determines otherwise all entities will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes.

If You believe Your bill is incorrect, You must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

 

8. Suspension and Termination

 

In addition to any other rights granted to Riskonnect herein, Riskonnect reserves the right to immediately suspend or terminate this Agreement and Your access to and use of the Riskonnect Service due to (a) Your account being delinquent (in arrears), (b) a breach of the terms of this Agreement by You or any User, (c) the termination or expiration of the SFDC Service Agreement pursuant to which Riskonnect is offering to You the Riskonnect Service through the SFDC Platform Service, and/or (d) a breach by Riskonnect of its obligations to SFDC with respect to the rights it is providing to You in connection with this Agreement. Delinquent invoices (accounts in arrears) are subject to interest of 1.5% 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 and accountable for User licenses during any period of suspension regardless of length of suspension. If You or Riskonnect 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 plus the fees for one additional full month term under standard payment terms of Net 30. You agree that Riskonnect may charge such unpaid fees to Your credit card or otherwise bill You for such unpaid fees.

Riskonnect reserves the right to impose a reconnection fee at then current reconnection rates in addition to all fees in arrears accrued during the suspension period in the event You are suspended and thereafter request access to the Riskonnect Service. You agree and acknowledge that Riskonnect has no obligation to retain Your Data and that such Your Data may be irretrievably deleted if Your account is 30 days or more delinquent.

In addition, Riskonnect may terminate an evaluation trial at any time in its sole discretion.

You agree and acknowledge that Riskonnect has no obligation to retain Your Data, and may delete Your 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.

 

 

9. Automatic Renewal; Termination upon Expiration/Reduction in Number of Licenses

 

This Agreement commences on the Effective Date. The Initial Term (either for a period of three months or one year) 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) for the same number of licenses at Riskonnect's then current fees unless and until either party notifies the other party in writing at least thirty (30) days prior to the expiration of the Initial Term or then current License Term that it elects not to renew the Riskonnect Service or that it elects to reduce the number of licenses. In the case of an evaluation trial, notifications provided through the Riskonnect Service indicating the remaining number of days in the evaluation trial shall constitute notice of termination. In the event this Agreement is terminated (other than by reason of Your breach), Riskonnect will make available to You a file of Your Data within 30 days of termination if You so request at the time of termination. You agree and acknowledge that Riskonnect has no obligation to retain Your Data, and may delete Your Data, following 30 days after termination.

 

 

10. Indemnification

 

You shall indemnify and hold Riskonnect, 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 Your 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; or (iv) a claim alleging Your negligence or willful misconduct related to the Confidential Information of Riskonnect, provided in any such case that Riskonnect (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 (1) shall provide to Riskonnect written confirmation that You acknowledge Your obligations to indemnify Riskonnect for such claim; (2) shall provide to Riskonnect evidence of Your ability to defend and settle such claim, to the reasonable satisfaction of Riskonnect; and (3) may not settle or defend any claim unless You unconditionally release Riskonnect of all liability and such settlement does not affect Riskonnect's business or the Riskonnect Service); (c) provides to You all available information and assistance at Your sole cost and expense; and (d) has not compromised or settled such claim.

 

 

11. Disclaimer of Warranties

 

RISKONNECT AND ITS LICENSORS MAKE NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE RISKONNECT SERVICE, THE SFDC PLATFORM SERVICE OR THE CONTENT, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. RISKONNECT MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE RISKONNECT SERVICE, THE SFDC PLATFORM SERVICE OR ANY CONTENT. RISKONNECT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE RISKONNECT SERVICE, THE SFDC PLATFORM SERVICE OR THE CONTENT WILL BE AVAILABLE, SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR THAT THE RISKONNECT SERVICE WILL OPERATE IN COMBINATION WITH THE SFDC PLATFORM SERVICE OR ANY OTHER APPLICATION, SOFTWARE, HARDWARE, SYSTEM OR DATA, (B) THE RISKONNECT SERVICE OR THE SFDC PLATFORM SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY DATA STORED USING THE RISKONNECT SERVICE OR THE SFDC PLATFORM SERVICE WILL BE ACCURATE, RELIABLE, OR SECURE, (D) ERRORS OR DEFECTS IN THE RISKONNECT SERVICE OR THE SFDC PLATFORM SERVICE WILL BE CORRECTED, OR (E) THE RISKONNECT SERVICE OR THE SFDC PLATFORM SERVICE OR ANY OTHER SYSTEMS USED BY RISKONNECT TO MAKE THE RISKONNECT SERVICE OR THE SFDC PLATFORM SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE RISKONNECT SERVICE, THE SFDC PLATFORM SERVICE AND ALL CONTENT IS PROVIDED STRICTLY ON AN "AS IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, RISKONNECT DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE RISKONNECT SERVICE, THE SFDC PLATFORM SERVICE AND THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

 

 

12. Limitation of Liability

 

IN NO EVENT SHALL RISKONNECT'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY 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 OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE RISKONNECT SERVICE OR THE SFDC PLATFORM SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE RISKONNECT SERVICE OR THE SFDC PLATFORM SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE RISKONNECT SERVICE OR THE SFDC PLATFORM 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.

 

 

13. Local Laws and Export Control

 

The Riskonnect Service and software and technology used to deliver the Riskonnect Service (including the SFDC Platform Service) may be subject to United States export control. You agree to comply strictly with all U.S. export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

 

 

14. Modification to Terms

 

Riskonnect reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Riskonnect Service from time to time, effective upon posting of an updated version of this Agreement on the Riskonnect Service. You are responsible for regularly reviewing this Agreement. Continued use of the Riskonnect Service after any such changes shall constitute Your consent to such changes.

 

 

15. Assignment; Change in Control

 

This Agreement may not be assigned by You without the prior written approval of Riskonnect but may be assigned without Your consent by Riskonnect to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of You that results or would result in a direct competitor of Riskonnect directly or indirectly owning or controlling any interest of You, or an actual or proposed change of control that that would result in You directly or indirectly owning or controlling interest of a direct competitor of Riskonnect shall entitle Riskonnect to terminate this Agreement for cause immediately upon written notice.

 

 

16. General

 

This Agreement shall be governed by Georgia law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Riskonnect Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Atlanta, Georgia. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between You and Riskonnect as a result of this agreement or use of the Riskonnect Service. The failure of Riskonnect to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Riskonnect in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between You and Riskonnect and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

 

 

17. Definitions

 

As used in this Agreement and in any Order Forms now or hereafter associated herewith:

(i)     "Agreement" means these online terms of use, any Order Forms, and any materials available on the Riskonnect website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Riskonnect from time to time in its sole discretion;

(ii)     "Content" means the audio and visual information, documents, software, products and services contained or made available to You in the course of using the Riskonnect Service;

(iii)     "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date You begin using the Riskonnect Service;

(iv)     "Initial Term" means the contract term, beginning on the contract start date and ending on the contract end date, specified on the applicable Order Form which shall be either for a period of three months or one year;

(v)      "Intellectual Property Rights" means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world;

(vi)     "License Administrator(s)" means those Users designated by You who are authorized to purchase licenses by executing written Order Forms and to create User accounts and otherwise administer Your use of the Riskonnect Service;

(vii)    "License Term(s)" means either the annual or quarterly period(s) during which a specified number of Users are licensed to use the Riskonnect Service pursuant to the Order Form(s);

(viii)   "Order Form(s)" means the form evidencing the initial subscription for the Riskonnect Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail

(ix)     "Riskonnect Service" means the specific edition of Riskonnect's Riskonnect Service identified during the ordering process, developed, operated, and maintained by Riskonnect, accessible via http://www.Riskonnect.com or another designated web site or IP address, or ancillary online or offline products and services provided to You by Riskonnect, to which You are being granted access under this Agreement, including the Saleforce.com Technology and the Content but excluding the SFDC Platform Service;

(x)      "Riskonnect" means collectively Riskonnect, Inc., a Delaware corporation, having its principal place of business at 100 Root Street, Marietta, Georgia USA 30060;

(xi)    "Riskonnect Technology" means all of Riskonnect's and its licensors proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by Riskonnect in providing the Riskonnect Service;

(xii)    "User(s)" means Your employees, representatives, consultants, contractors or agents who are authorized to use the Riskonnect Service and have been supplied user identifications and passwords by You (or by Riskonnect at Your request);

(xiii)    “You” and “Your” means the customer entity which has contracted to purchase subscriptions to use the Riskonnect Service; and

(xiv)    "Your Data" means all data, information or material that You submit in the course of using the Riskonnect Service.

 

 

EXHIBIT A - SFDC Service Agreement

 

 

"AppExchange" means the online directory of on-demand applications that work with the Service, located at http://www.appexchange.com or at any successor websites.

 

“Reseller” means Riskonnect, Inc.

 

“Reseller Application means Reseller's software application know as Riskonnect.

 

"Service" means the online, Web-based platform service provided by SFDC to Reseller in connection with Reseller’s provision of the Reseller Application to You.

 

“SFDC CRM Service” means the online, Web-based application and platform service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding AppExchange applications.

 

“SFDC” means salesforce.com.

 

"Users" means Your employees, representatives, consultants, contractors or agents who are authorized to use the Service subject to the terms of this SFDC Service Agreement as a result of a subscription to the Reseller Application having been purchased for such User, and have been supplied user identifications and passwords by You (or by Salesforce.com or Reseller at Your request).

 

“You” and “Your” means the customer entity which has contracted to purchase subscriptions to use the Reseller Application subject to the conditions of this SFDC Service Agreement, together with any other terms required by Reseller.

 

"Your Data" means all electronic data or information submitted by You as and to the extent it resides in the Service.

 

1.         Use of Service.

 

(a)       Each User subscription to the Reseller Application shall entitle one User to use the Service via the Reseller Application, subject to the terms of this SFDC Service Agreement, together with any other terms required by Reseller. User subscriptions cannot be shared or used by more than one User (but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with You or otherwise changed job status or function and no longer require use of the Service). For clarity, Your license to use the Service hereunder does not include a license to use the SFDC CRM Service. If you wish to use the SFDC CRM Service or any of its functionalities or services, visit www.salesforce.com to contract directly with SFDC for such services.

 

(b)      Notwithstanding any access You may have to the Service via the Reseller Application, Reseller is the sole provider of the Reseller Application and You are entering into a contractual relationship solely with Reseller. In the event that Reseller ceases operations or otherwise ceases or fails to provide the Reseller Application, SFDC has no obligation to provide the Reseller Application or to refund You any fees paid by you to Reseller.

 

(c)      You (i) are responsible for all activities occurring under Your User accounts; (ii) are responsible for the content of all Your Data; (iii) shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and shall notify Reseller or Salesforce.com promptly of any such unauthorized use You become aware of; and (iv) shall comply with all applicable local, state, federal and foreign laws and regulations in using the Service.

 

(d)     You shall use the Service solely for Your internal business purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than to Users or as otherwise contemplated by this SFDC Service Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (iv) send or store viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.

 

(e)      You shall not (i) modify, copy or create derivative works based on the Service; (ii) frame or mirror any content forming part of the Service, other than on Your own intranets or otherwise for Your own internal business purposes; (iii) reverse engineer the Service; or (iv) access the Service in order to (A) build a competitive product or service, or (B) copy any ideas, features, functions or graphics of the Service.

 

 

2.         Third-Party Providers. Reseller and other third-party providers, some of which may be listed on pages within SFDC’s website and including providers of AppExchange applications, offer products and services related to the Service, the SFDC CRM Service, and/or the Reseller Application, including implementation, customization and other consulting services related to customers’ use of the Service and/or the SFDC CRM Service, and applications (both offline and online) that interoperate with the Service, SFDC CRM Service, and/or the Reseller Application, such as by exchanging data with the Service, the SFDC CRM Service, and/or the Reseller Application, or by offering additional functionality within the user interface of the Service, the SFDC CRM Service, and/or the Reseller Application through use of the Service and/or SFDC CRM Service's application programming interface. SFDC does not warrant any such third-party providers or any of their products or services, including but not limited to the Reseller Application or any other product or service of Reseller, whether or not such products or services are designated by SFDC as "certified," "validated" or otherwise. Any exchange of data or other interaction between You and a third-party provider, including but not limited to the Reseller Application, and any purchase by You of any product or service offered by such third-party provider, including but not limited to the Reseller Application, is solely between You and such third-party provider. In addition, from time to time, certain additional functionality (not defined as part of the Service) may be offered by SFDC or Reseller to You, for an additional fee, on a pass-through or OEM basis pursuant to terms specified by the licensor and agreed to by You in connection with a separate purchase by You of such additional functionality. Your use of any such additional functionality shall be governed by such terms, which shall prevail in the event of any inconsistency with the terms of this SFDC Service Agreement.

 

3.         Proprietary Rights. Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth in this SFDC Service Agreement. The Service is deemed SFDC confidential information, and You will not use it or disclose it to any third party except as permitted in this SFDC Service Agreement.

 

4.         Compelled Disclosure. If either You or SFDC is compelled by law to disclose confidential information of the other party, it shall provide the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure.

 

5.         Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into any SFDC products or services any suggestions, enhancement requests, recommendations or other feedback provided by You or Your Users relating to the operation of the Service and/or the SFDC CRM Service.

 

6.         Termination. Your use of the Service may be immediately terminated and/or suspended upon notice due to (a) a breach of the terms of this SFDC Service Agreement by You or any User, (b) the termination or expiration of Reseller’s agreement with SFDC pursuant to which Reseller is providing the Service as part of the Reseller Application to You, and/or (c) a breach by Reseller of its obligations to SFDC with respect to the licenses it is providing to You in connection with this SFDC Service Agreement.

 

7.         Subscriptions Non-Cancelable. Subscriptions for the Service are non-cancelable during a subscription term, unless otherwise specified in Your agreement with Reseller.

 

8.         Data Storage. The Service includes a cumulative amount of 20 MB of storage per User subscription for no additional charge. Additional storage may be available for purchase from the Reseller.

 

9.         No Warranty. SALESFORCE.COM MAKES NO WARRANTIES OF ANY KIND, INCLUDING BUT NOT LIMITED TO WITH RESPECT TO THE SERVICE, THE SFDC CRM SERVICE, AND/OR THE RESELLER APPLICATION, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. SALESFORCE.COM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE RESELLER APPLICATION. SALESFORCE.COM DOES NOT REPRESENT OR WARRANT THAT (A) THE RESELLER APPLICATION WILL BE AVAILABLE, SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH THE SALESFORCE.COM SERVICE OR ANY OTHER APPLICATION, SOFTWARE, HARDWARE, SYSTEM OR DATA, (B) THE RESELLER APPLICATION OR THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY DATA STORED USING THE RESELLER APPLICATION WILL BE ACCURATE, RELIABLE, OR SECURE, (D) ERRORS OR DEFECTS IN RESELLER APPLICATION OR THE SERVICE WILL BE CORRECTED, OR (E) THE RESELLER APPLICATION OR THE SYSTEMS USED BY RESELLER TO MAKE RESELLER APPLICATION AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE IS PROVIDED STRICTLY ON AN "AS IS" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SALESFORCE.COM DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO RESELLER APPLICATION AND THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

 

10.       No Liability. IN NO EVENT SHALL SFDC HAVE ANY LIABILITY TO YOU OR ANY USER FOR ANY DAMAGES WHATSOVER, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

11.       Further Contact. SFDC may contact you regarding new SFDC service features and offerings.

 

12.       Google Programs and Services. Service features that interoperate with the Google programs and services depend on the continuing availability of applicable Google application programming interfaces (“APIs”) and programs for use with the Service. If Google Inc. ceases to make such APIs and/or programs available on reasonable terms for the Service, SFDC may cease providing such Service features without entitling You or Reseller to any refund, credit, or other compensation.