Conga Minimum Terms of Use
This Schedule E governs the Client’s use of the Conga Service. The Client agrees that the Client’s purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Conga regarding future functionality or features.
1. License Grant & Restrictions
1.1 Subscription to the Conga Service Subject to the terms of this Agreement, Traction Rec hereby grants to the Client a non-sublicensable, non-transferable, non-exclusive subscription for the Client’s use of the Conga Service for unlimited use within the Client’s Salesforce Org, in accordance with the Documentation and solely for the Client’s internal business purposes. Conga and its licensors reserve all rights not expressly granted to the Client in this Agreement. The Client may allow the Client’s Affiliates access and use of the Conga Service. The Client is solely liable and responsible for the Client’s Affiliates’ access and use of the Conga Service and compliance with the terms and conditions of this Agreement.
1.2 Additional Use If the Client wishes to add additional Users or increase the number of authorized Conga Service Events (“Additional Use”), the Client should contact Traction Rec and Traction Rec shall make the Conga Service available for the Additional Use on the terms and conditions set forth in this Agreement. With respect to Additional Use, the term of any additional Users’ access to the Conga Service will be coterminous with the preexisting subscription term (either initial term or renewal term).
1.3 Restrictions The Client shall not (i) license, sublicense, sell, resell, use as a service bureau, or otherwise use the Conga Service for a third party’s benefit unless such use has been authorized by Conga; (ii) transfer, assign, distribute or otherwise commercially exploit or make the Conga Service, Conga’s System or Content available to any third party not authorized by Conga; (iii) modify or make derivative works based upon the Conga Service or the Content; (iv) create Internet “links” to the Conga Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; (v) reverse engineer or decompile the Conga Service or Conga System; (vi) interfere with or make use of the Conga Service in any manner not consistent with the Documentation, or (vii) access the Conga Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
2. The Client’s Responsibilities
The Client is responsible for all activity occurring under the Client’s User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with the Client’s use of the Conga Service, including those related to data privacy, international communications and the transmission of technical or personal data. The Client shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Conga Service, and will notify Traction Rec promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Traction Rec immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by the Client or the Client’s Users; and (iii) not impersonate another Conga Service user or provide false identity information to gain access to or use the Conga Service. The Client will not attempt to or use the Client’s access to the Conga Service to knowingly interfere with or disrupt the integrity or performance of the Conga Service or the data contained therein.
3. Security; Customer Data
3.1 Processing of Data The Client acknowledges and agrees that with each use of the Conga Service initiated by the Client’s salesforce.com authenticated Users the Conga Service will access the Client’s salesforce.com account to retrieve, manipulate, process and modify Customer Data based on the Client’s configuration of the Conga Service (“Process”) and the Client expressly consents to such access solely as is necessary to provide the Conga Service or Support Conga Services. If the Conga Service cannot for any reason access the Client’s salesforce.com account, Conga will be excused from any nonperformance of the Conga Service. The Client acknowledges that to provide the Conga Service, Customer Data leaves the salesforce.com system. Salesforce.com is not responsible for Customer Data when it is outside of the salesforce.com system.
3.2 Security Conga has implemented Appropriate Security Measures based upon industry best practices and feedback from annual third-party audits. Audit reviews and summary results and any recommended action items will be made available upon written request by the Client. Conga maintains the Conga Service (space, power, physical security, environmentals) with leading, world-class hosting providers. Conga will reasonably cooperate with the Client to obtain certification documentation (SOC2/ISO) from hosting providers upon request. All access and interaction between the Conga Service and the Client’s salesforce.com account are managed exclusively by the Client through the Client’s salesforce.com administration and security settings. Conga does not control, and has no responsibility or liability for, security issues caused by the salesforce.com Conga Service.
3.3 Customer Data The Client is solely responsible for Customer Data and Customer Templates including without limitation the accuracy, quality, integrity, legality, reliability, appropriateness of the foregoing, and obtaining any Intellectual Property Rights ownership or right to use the foregoing. The Client will not provide, post or transmit any Customer Data or Customer Templates that: (a) infringe or violate any Intellectual Property Rights, publicity/privacy rights, law or regulation; or (b) contain any viruses or programming routines, macros, or other elements that may damage, surreptitiously intercept or expropriate any system, data or personal information. Conga may take remedial action, including immediate suspension of the Client’s access to the Conga Service, if the Client’s configuration of the Conga Service, Customer Data or Customer Templates violates Section 3.3.
4. Configuration, Third Party Technology or Conga Services
The Client acknowledges that the Conga Service is dependent on the Client’s proper configuration of Conga solutions, the availability of and proper performance of third party Conga Services, software, and Internet technology, including salesforce.com, and Conga is not liable for performance issues or downtime of the Conga Service to the extent caused by such factors.
5. Intellectual Property Ownership
5.1 Conga Conga and its licensors own all rights, title and interest, including all related Intellectual Property Rights, in and to the Conga System, the Content and the Conga Service, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Conga Service. The Conga name, the Conga logo, and the product names associated with the Conga Service are trademarks of Conga or third parties.
5.2 Customer The Client retain all right, title and interest in and to the Customer Data. The Client grants to Conga all necessary licenses and rights in and to Customer Data solely as necessary for Conga to provide the Conga Service to the Client or as required by law. Conga will not knowingly use or access any Customer Data except as necessary to provide the Conga Service or support Conga Services.
6. Suspension; Termination for Cause
If the Client is in breach of these Minimum Terms and Conditions, Conga may suspend the Client’s access to and use of the Conga Service until the Client has cured the breach.
7. Representations & Warranties
Data Warranty The Client represents and warrants that the Client owns or has obtained all rights, consents, permissions, or licenses necessary to allow the Conga Service access to, or possession, manipulation, processing, or use of the Customer Data and User Details.
8. Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT CONGA AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE CONGA SERVICE OR ANY CONTENT, AND THE CONGA SERVICE AND ALL CONTENT IS PROVIDED TO THE CLIENT STRICTLY ON AN “AS IS, AS-AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CONGA AND ITS LICENSORS.
9. Confidentiality.
9.1 Confidential Information Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”).
9.2 Protection of Confidential Information The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty under this Section 9.2. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care.
9.3 Exceptions The Receiving Party’s obligations under Section 9.2 with respect to any Confidential Information of the Disclosing Party will not apply if such information: (a) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. Disclosure pursuant to Section 9.3(iii) shall not render Confidential Information as non-confidential or remove such Confidential Information from the obligations of the confidentiality obligations set forth in this Section 9.
9.4 Return of Confidential Information The Receiving Party will return to the Disclosing Party or use reasonable efforts to destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party upon the expiration or termination of the Agreement. The Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 9.4.
10. Implementation
In the event that Traction Rec ceases business and/or provision of Application in conjunction with the Conga Service (the “Conga Implementation”) or is otherwise in material breach of its agreement with Conga, Conga is under no obligation to provide the Conga Implementation, to refund to the Client any fees paid by the Client to Traction Rec, or to assume the relationship with the Client. Conga has no liability for the Conga Implementation or for its continued availability.
11. DISCLAIMERS
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY NOR ITS SUPPLIERS MAKE ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
12. LIMITATION OF LIABILITY
Traction Rec disclaims all liability and responsibility on behalf of Conga.
13. INDEMNIFICATION
The Client shall indemnify and hold Conga, 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 a claim arising from or related to Conga’s access to, or possession, manipulation, processing, or use of the Customer Data or User Details as is necessary to provide the Conga Service.
14. SUSPENSION OF CONGA SERVICE ACCESS
In the event that (i) the Client is in breach of this Agreement, or, if Conga reasonably and in good faith and in its sole discretion, believes Client is or may be degrading or disrupting the Conga Services, Conga may suspend the Client’s access to and use of the Conga Service immediately without notice, or (ii) Traction Rec is in breach of its obligations to Conga, then Conga reserves the right to suspend or terminate the Client’s access or use of the Conga Service if the breach is not cured within 10 days of receiving notice. Conga is an intended third-party beneficiary of this Agreement.
15. Definitions
As used in this Agreement the following terms have these meanings:
“Affiliate” means any entity (now existing or hereafter formed or acquired), which, directly or through one or more intermediaries, controls, is controlled by, or is under common control with, another entity. Ownership of fifty percent (50%) or more of the voting stock, membership interests, partnership interests, or other equity of an entity shall be deemed to be in control over such entity.
“Appropriate Security Measures” means commercially reasonable technical, physical and procedural controls to (i) protect Customer Data against destruction, loss, alteration, unauthorized disclosure to third parties, and unauthorized access by employees or contractors employed by Conga, and (ii) prevent the introduction of Malicious Code into the Conga Service and Content.
“Conga System” means the hardware, software, network equipment, and other technology used by Conga to deliver the Conga Service, and any other of Conga’s 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 the Client by Conga in providing the Conga Service.
“Content” means the visual information, documents, software, products and Conga Services contained or made available to the Client in the course of using the Conga Service, other than Customer Data.
“Customer Data” means any information (including without limitation personally identifiable information) provided, made available, or submitted by the Client to the Conga Service or retrieved by the Conga Service from the Client’s salesforce.com account other than User Details.
“Customer Template” means a Customer-created template uploaded to the salesforce.com service by the Client and intended for use with the Conga Service.
“Documentation” means Conga’s published documentation, knowledge base articles and other content, and technotes that are generally made available by Conga to all customers, including without limitation the materials located at support.getconga.com.
“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, Conga 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.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“salesforce.com service” means the service provided by salesforce.com to which the Client must be a subscriber in order to obtain the Conga Service.
"Service Event" means (i) the execution of a single Conga Composer URL triggered via link or button, Conga Workflow, Conga Conductor, or any programmatic means, (ii) the generation of any Letter, Label or Envelope output file from Conga Mail Merge containing one or more Letters, Labels or Envelopes, or (iii) the scheduled execution of an individual Conga Courier Schedule or Conga Conductor, regardless of whether any output file is distributed.
“User(s)” means the Client’s named employees, representatives, consultants, contractors, partners, or agents who are authorized to use the Conga Service by the Client through the Salesforce LMA (License Management Application) or the “User Management” facility of the Conga Service.
“User Details” means basic information collected by Conga about the Client’s Salesforce.com users’ authorized by the Client to use the Conga Service which is used for subscription management, activity logging, and technical support purposes.