YubiOn for Salesforce - Terms and Conditions
YubiOn for Salesforce Terms and Conditions
This Subscription Agreement (hereinafter referred to as the "Agreement") applies to your free trial of the Service (see definition in Article 1). ), this Agreement shall also apply to your purchase and continued use of such Service. By using the Service, the Customer shall be deemed to have agreed to this Agreement.
Article 1 Definitions
1.1. “Service” means the application “YubiOn for Salesforce” provided by the Company.
1.2. “Paid Services” means Services purchased by Customer under an Order Form.
1.3. "Customer" means the company or legal entity accepting this Agreement and purchasing the Services by signing an Order Form that references this Agreement.
1.4. "User" means an individual authorized by you to use the Service.
1.5. "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful code, files, scripts, agents or programs.
Article 2 Free Trial
We offer you a free trial of the Service. The Trial Period will continue for thirty (30) days from the date you accept this Agreement or until the start date of the Paid Services you have ordered, whichever comes first. ALSO, NOTWITHSTANDING SECTION 7 (DISCLAIMER), THE SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND DURING THE FREE TRIAL PERIOD.
Article 3 Paid Service
We shall provide Paid Services to you in accordance with this Agreement and the applicable Order Form during the Term. You agree that your purchase of the Service under this Agreement is not contingent on the provision of any future functions or features, nor is it dependent on any oral or written external comments from us regarding future functions or features. I agree not to.
Article 4 Use of this service
4.1. The Company shall be responsible for:
(i) to provide Customer with support for:
From 9:00 to 17:00 Monday through Friday (excluding national holidays, year-end and New Year holidays, and holidays specified by the Company) at the Company's support desk, regarding usage of the Service in general provided by the Company. Inquiries shall be accepted by e-mail.
(ii) use commercially reasonable efforts to provide the Paid Services twenty-four hours a day, seven days a week;
(iii) provide Paid Services only in accordance with applicable laws and governmental regulations;
4.2. You shall be responsible for:
(i) be responsible for User's compliance with this Agreement;
(ii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services and promptly notify us of any unauthorized access or use of which you become aware; Customer shall not:
(a) allow anyone other than the User to use the Service;
(b) sell, resell, rent or lease the Services;
(c) use the Services to store or transmit any content that is infringing, libelous, or otherwise unlawful or tortious, or that violates the privacy rights of any third party;
(d) use the Services to store or transmit malicious code;
4.3. Usage Restrictions
For example, this service may be subject to access restrictions due to reaching the upper limit of API calls made to Salesforce via the service, and other restrictions on the use of Salesforce, which is the basis of this service.
Article 5 Charges and Payment for Paid Services
5.1. Customer shall pay the fees specified in the Order Form under this Agreement. Unless otherwise specified in this Agreement or Order Form, fees are expressed and payable in Japanese Yen. Fees are based on the purchase of services and not on actual usage. Payment obligations are irrevocable and fees paid are non-refundable. Subscription fees are based on the one-year annual term commencing on the Subscription Commencement Date purchased at the time of application and on each anniversary thereof.
5.2. We will bill you before the Covered Period begins. Billing shall be made in accordance with the provisions of the order form. Unless otherwise specified in the order form, invoiced fees are due at the end of the month following the invoice date. You are responsible for submitting complete and accurate billing and contact information to the Service.
5.3. If we do not receive any invoiced amount by the due date, we may, at our discretion, take either or both of the following actions:
(i) charge late payment interest at the rate of 3% per annum on the unpaid balance each year from the due date to the date paid on such invoice;
(ii) make future subscription renewals and purchase orders subject to shorter payment terms than specified in Section 5.2;
5.4. If you are more than thirty (30) days past due in respect of any monetary obligations owed to us, we may, without limiting our other rights and remedies, terminate such unpaid fee obligations. and all such debts shall become immediately due and payable. We may also suspend the Service until such debt is paid in full.
5.5. We will not exercise any of our rights under clauses 5.3 or 5.4 if you reasonably and are cooperating in good faith to settle the applicable claim.
5.6. Unless otherwise specified, our fees do not include any taxes, duties or similar governmental levies of any kind (including sales tax, value added tax, sales tax, use tax or withholding tax). including, but not limited to, (collectively, "Taxes"). You are responsible for paying all taxes associated with your purchases under this Agreement. If we are legally obligated to pay or collect Taxes for which you are responsible under this paragraph, the applicable amount will be invoiced to you and you shall pay such amount. unless you provide a valid tax exemption certificate approved by the applicable taxing authority. We are only responsible for taxes incurred.
Article 6 Property Rights
6.1. Subject to the limited rights expressly granted under this Agreement, we reserve all rights and interests in and to the Service (including all related intellectual property rights). The Company does not grant any rights to the Customer under this Agreement, except as expressly provided for in this Agreement.
6.2. You shall not:
(i) allow any third party to access the Service except as permitted in this Agreement or an Order Form;
(ii) create derivative works based on the Services;
(iii) reproduce or mirror any part of the Service or its content;
(iv) reverse engineer the Services;
(v) access the Service for the purposes of:
(a) develop competing products or services;
(b) copy any feature, functionality or graphics of the Service;
6.3. Between you and us, you alone own all rights and interests in all data.
6.4. Company will use all suggestions, requests for improvement, suggestions or other feedback provided by customers (including Users) regarding the operation of the Service, You have a free, worldwide, transferable, sublicensable, irrevocable, perpetual license to incorporate into the Service.
Article 7 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, WHICH MAY BE DISCLAIMER BY APPLICABLE LAW.
8.1. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY OF LIABILITY, shall not exceed one (1) year of fees paid by Customer under the Agreement.
8.2. Neither party will hold the other party liable for any lost profits or lost revenues or indirect, special, incidental, consequential, compensatory or punitive damages, regardless of cause, whether in contract, tort or otherwise. NO LIABILITY SHALL BE BASED ON ANY THEORY OF LIABILITY AND EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMERS SHALL NOT APPLY WHERE PROHIBITED BY APPLICABLE LAW.
Article 8 Limitation of Liability
Article 9 Contract Term and Termination
9.1. This Agreement is effective on the date you accept this Agreement and continues until all Subscriptions licensed pursuant to this Agreement expire or are terminated. If you choose to use the Service during the free trial period and do not purchase a subscription during such period, this Agreement will terminate upon expiration of the free trial period.
9.2. Subscriptions purchased by You shall become effective on the Commencement Date specified in the Order Form and shall continue for the Term specified in such Order Form. Unless otherwise specified in the applicable Order Form, all Subscriptions shall automatically renew for the same period of time as the Expiring Term, and so on. Unless either party gives the other party written notice of non-renewal at least thirty (30) days prior to the end of the applicable Subscription Period.
9.3. Either party may terminate this Agreement if:
(i) gives the other party thirty (30) days written notice of a material breach and the breach has not been cured at the expiration of such period;
(ii) the other party becomes the subject of a petition for bankruptcy or suspension of payments, administration of property by a trustee, liquidation, or other proceedings relating to the transfer of property to creditors;
9.4. If the customer cancels the contract based on the provisions of the preceding paragraph, the Company shall not be obliged to refund the service fee received from the customer.
9.5. Section 5 (Fees and Payments for Paid Services), Section 6 (Proprietary Rights), Section 7 (Disclaimer), Section 8 (Limitation of Liability), Section 9.4 and Section 10 (General Provisions). ) shall survive termination or expiration of this Agreement.
Article 10 General Terms
10.1. The parties are independent contractors. This Agreement does not create any partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
10.2. This Agreement may be changed without obtaining the customer's consent, and the terms of use and other conditions shall follow the changed terms.
10.3. Notices, permissions and approvals under this Agreement shall also be effective electronically.
10.4. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, that provision may be amended by the court and, to the fullest extent permitted by law, shall serve the purpose of the original provision. and the other provisions of this Agreement shall remain in full force and effect.
10.5. If you breach the provisions of Section 5.2, you agree to pay all reasonable attorneys' fees and other costs incurred by us to collect any fees or liabilities owed by you under this Agreement. shall pay.
10.6. Neither party may exercise any of its rights or obligations under this Agreement, by operation of law or otherwise, without the other party's prior written consent (which consent may be withheld without reasonable cause). No) and is not transferable. Notwithstanding the foregoing, neither party may, without the consent of the other party, make this Agreement to any of its affiliates or in connection with a merger, acquisition, divestiture, or sale of all or substantially all of its assets. The contract as a whole (including all purchase orders) can be transferred.
10.7. This Agreement and any disputes arising out of or in connection with this Agreement shall be governed by the laws of Japan, without regard to conflicts of law principles.
10.8. The Tokyo District Court shall have exclusive first-instance jurisdiction to settle any dispute arising out of or relating to this Agreement, subject to the amount claimed and the plaintiff's choice.
Effective August 1, 2022