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Contents
Terms of the Agreement
1. Services
Purpose: Fostering agrees to provide [Software Name] (hereinafter referred to as “Platform”) by Fostering, LLC as a SaaS (Software as a Service) for the app and also provide for the maintenance and support of the app and its functionality. Fostering can provide additional services to help the client with Salesforce at an additional cost per Fostering’s rate card(https://fosteringllc.com/fostering-rate-card ). Additional services are defined at any component that is outside the scope of the app as outlined in the apps managed package components.
Fees: Time Tracking is a per-user subscription product. The fees are outlined on the pricing page on the Time Tracking website. Unless a contract is signed between Fostering L.L.C. and the Client, the fees will be outlined in the contract supersede the fees listed on the pricing page.
Subscription Audits: Each subscription service and other related professional services shall provide the specification of the services, the platforms used, user limitations, the subscription term, and terms and conditions.
Changes to Platform: Fostering may, in its sole discretion, make any changes to any Platform that it deems necessary or useful to:
Maintain or enhance
The quality or delivery of Fostering’s products or services to its Clients
The competitive strength of, or market for, Fostering’s products or services
Such Platform’s cost efficiency or performance
Comply with applicable law.
No Hire Agreement: Client understands that Fostering, LLC has gone to considerable time and expense in training, orienting, and equipping its consultants/employees to perform their duties. Therefore, Client shall not, within two (2) years after contract end date, without prior consent from Fostering, LLC, retain any consultant/employee on a full-time, part-time, project-wise or in any other capacity as an independent contract, consultant or employee. If the Client does so, with consent from Fostering, LLC, it agrees to pay Fostering, LLC a placement fee of 50% of the monthly compensation of the consultant/employee for a period of one year. Client and Fostering, LLC agree that it would be extremely difficult or impossible to ascertain the actual amount Fostering, LLC would be damaged, and accordingly, agree that these liquidated damages are reasonable.
Existing Data and Customizations: Fostering, LLC will hold no liability for the loss of data or CRM data management within a current CRM system that is outside of the scope of work performed or if the client has not adequately informed Fostering, LLC (in writing) about existing conditions of their CRM use prior to this agreement being signed. The client holds complete responsibility and liability to define clearly the possible ramifications of the scope of work and its effects on their CRM. Fostering, LLC strongly suggests you back up your CRM data on a routine basis to ensure the agreed scope of work does not affect any other user in your CRM. Regarding data provided to Fostering, LLC. When data is sent to Fostering, LLC, it shall be deemed as a copy of your data and will not be treated as an original. It is the client’s responsibility to make backups and securely store them.
2. Platform Access and Authorized User
Platform Access: During service, demo or from time to time, Fostering may need to access the clients Salesforce org. This platform access for service, will be given through screen share or login access. This access should only be given by the defined clients “administrative user”. This administrative user is defined and controlled by the client and not Fostering. Any user who reaches out directly for service on the clients behalf will be assumed by Fostering that the client has given this user administrative authority to this user.
Authorized Users: Authorized User subscriptions are for designated Authorized Users and cannot be shared or used by more than one Authorized User, but may be reassigned to new Authorized Users.
Authorized User Conditions to Use:
As a condition to access and use of the app
Each Authorized User shall agree to abide by the terms of Fostering’s end-user terms of use which it may adopt from time to time.
Client Users shall agree to abide by the terms of this Agreement, or a subset thereof.
Vendor Users shall agree to abide by the terms of Fostering’s Vendor Terms of Service applicable to such Platform, and, in each case, Client shall ensure such compliance.
The Client shall immediately notify Fostering of any violation of the terms of any of the foregoing by any Authorized User upon becoming aware of such violation.
Account Responsibility: Fostering shall not be responsible for any loss of information due to any irresponsible act such as loss of the password by the user.
3. Confidentiality
All confidential information that is communicated to and obtained by Fostering from the Client in connection with performing the above-mentioned services shall be held by Fostering in full trust. At no time Fostering of the client shall use any confidential information obtained through conducting this service contract either directly or indirectly, for personal benefit, or disclose or communicate such information in any manner.
4. Proprietary Rights
Ownership: Fostering shall reserve the right to all title interest.
Fostering shall own and retain all rights, title, and interest in: Any kind of services software, applications, inventions, or other technology developed in connection with the Services; All intellectual property and proprietary rights in and related to any of the foregoing subscription services (collectively, “Services IP”). To the extent Client acquires any right, title, or interest in any Services IP, Client hereby assigns all of its right, title, and interest in such Services IP to Fostering.
Intellectual Property: Fostering shall retain all intellectual property rights, including all documentation, modifications, improvements, upgrades, derivative works, and all other Intellectual Property rights in connection with the Service, including Fostering’s name, logos and trademarks reproduced through the Service.
5. Payment Terms
The Client shall pay Fostering the then-applicable fees described in an Order Form or Statement of Work, as applicable, in accordance with the terms set forth therein (“Fees”).
The primary form of payment is through the Salesforce AppExchange check out process. However, Fostering may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Fostering 21 days after the mailing date of the invoice (unless otherwise specified).
Unpaid amounts are subject to a finance charge each month on any outstanding balance.
Fostering further reserves the right to suspend Services in the event of payment delinquency.
6. Security
Compliance with Notification Laws: Fostering and the Client shall comply with all applicable laws regarding the notification of individuals in the event of an unauthorized release of personally identifiable information and notification other unauthorized data and information disclosures.
Procedure After Unauthorized Disclosure: Within 30 days of discovering any breach of Fostering’s security obligations or any other event requiring notification under applicable law, Fostering shall notify Client, and any other individual’s Law requires to be notified, of the breach or other events by telephone and e-mail.
7. Termination
Client may terminate this agreement for any reason on 30 days’ notice to Fostering. If the client is no longer in the contract term period. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if:
The other party has made any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and;
The failure, inaccuracy, or breach continues for a period of 30 days’ after the injured party delivers notice to the breaching party reasonably detailing the breach.
Fostering may terminate this agreement with immediate effect by delivering notice of the termination to the Client if the Client fails to pay the invoice amount on time 2 times over any term.
8. Indemnification
The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, employees, and permitted successors and assigns against any losses, claims, damages, penalties, liabilities, punitive damages, expenses, reasonable legal fees of whatsoever kind or amount, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective affiliate or successors and any assign that occurs in connection with this Agreement. This section remains in full force and effect even after the termination of the Agreement.
9. Limitation of Liability
In no event shall either Party: Have liability arising out of or related to this Agreement, whether, in contract, tort or under any other theory of liability exceed in the aggregate of the total fees paid or owed by the Client and Vendors hereunder during the 3 months immediately preceding the date of the event giving rise to the claim (such amount being intended as a cumulative cap and not per incident). have any liability to the other for any lost profits or revenues or any indirect, incidental, consequential, cover, special, exemplary, or punitive damages, howsoever caused, whether, in contract, tort, or under any other conditions of liability. The foregoing limitations and disclaimers shall not apply to the extent prohibited by applicable law.
10. Arbitration
In the event of any dispute arising in and out of this Agreement between the Parties, it shall be resolved by Arbitration. There shall be 2 Arbitrators which shall be appointed by Fostering and the client. The Arbitrators’ decision shall be final and will be binding on both the Parties.
11. Miscellaneous
Assignability: Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other Party which shall not be unreasonably withheld.
Notices: Any notice required to be given to the Client shall be delivered by certified mail, personal delivery, or overnight delivery paid for by Fostering.
Force Majeure: Neither party shall be liable for any failure in performance of the obligation under this Agreement due to cause beyond that party’s reasonable control (including and not limited to any pandemic, fire, strike, act or order of public authority, and other acts of God) during the pendency of such event.
Modification: No modification of this Agreement shall be made unless in writing, signed by both parties.
Severability: If any term, clause, or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, all other terms will remain in full force and effect until the Agreement termination.
Governing Law and Jurisdiction: This Agreement shall be governed by the laws of Minnesota. If the disputes under this Agreement cannot be resolved by Arbitration, they shall be resolved by litigation in the courts of Minnesota including the federal courts therein, and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail and hereby waive any jurisdictional or venue defenses otherwise available to it.
Legal and Binding Agreement: This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding. The Parties each represent that they have the authority to enter into this Agreement.
Entire Agreement: This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior contracts between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.