Absorb – Salesforce Application
Terms and Conditions
The Client may choose to purchase the Salesforce Application subscription (the “Salesforce Application”), offered as an additional subscription to Absorb LMS by Absorb (“Absorb”), as set forth in an applicable Order Form. Any such purchase is made in accordance with these Absorb - Salesforce Application Terms and Conditions (the “SF Application T&C) by and between you (the “Client”) and Absorb. By purchasing the Salesforce Application, Client agrees to accept this SF Application T&C in its entirety.
1. License Purchased.
1.1. The Salesforce Application is purchased on an annual up-front basis and is non-cancelable for the duration of the Service Term specified on an applicable Order Form. All fees paid or payable hereunder are non-refundable.
1.2. An active subscription to Absorb LMS is required in order to access the Salesforce Application.
2. Term of the Salesforce Application.
2.1. This Salesforce Application subscription commences on the Order Date specified in an applicable Order Form and continues until the end of the Service Term specified therein (the “Initial Term”).
2.2. Except as otherwise specified in an applicable Order Form, upon expiration of the Initial Term, the Salesforce Application subscription will automatically renew for additional period(s) of twelve (12) months (each a “Renewal Term”), unless either Party provides written notice of non-renewal to the other Party at least sixty (60) days prior to the expiration of the then-current Service Term. Any discount(s) provided to Client is applicable only to the Service Term detailed in an applicable Order Form(s), and will not be applied to any subsequent Renewal Term. Recurring Subscription Fees for each Renewal Term will be billed at Absorb’s then-current list price, unless Absorb has provided written notice of a pricing increase at least sixty (60) days prior to the expiration of the then-current Service Term. In any case, any pricing increase shall be effective upon commencing each Renewal Term and thereafter.
3. ISVForce Reseller Agreement.
3.1. Absorb is a party to the ISVForce Reseller Agreement with salesforce.com, inc. ("SFDC"), effective as of August 22, 2017, and such reseller agreement may be amended or replaced between them from time to time.
3.2. Client is contracting directly with Absorb for the provision of (i) the Absorb LMS – Learning Management System, and (ii) the Salesforce Application. Pricing and all other terms and conditions are mutually agreed solely between the Client and Absorb.
3.3. In the event that Absorb ceases business and/or provision of the Salesforce Application, SFDC is under no obligation to provide the Salesforce Application, to refund to the Client any fees paid to Absorb, or to assume the relationship with the Client with respect to provision of the Salesforce Application.
4. Data Obligations.
4.1. Absorb is under no obligation to support any custom objects developed or built by the Client within the Salesforce Application.
4.2. Client data that has become synchronized data within the Salesforce Application shall be deleted by Absorb upon termination or expiration of the subscription.
4.3. Absorb will maintain appropriate administrative, physical, and technical safeguards for the protection of the security, confidentiality and integrity of your data as processed by the Salesforce Application. To the extent the Salesforce Application transmits Client data outside the SFDC service (“Salesforce”), Absorb represents and warrants that it will notify Client prior use of the Salesforce Application that your data will be transmitted outside Salesforce and to that extent SFDC is not responsible for the privacy, security or integrity of Client data. Absorb shall not (a) modify Client data, (b) disclose Client data except as compelled by law or as expressly permitted in writing by Client, or (c) access Client data except to provide the Salesforce Application and prevent or address service or technical problems, or at Client’s request in connection with customer support matters. In addition, Absorb shall comply with all applicable laws in provisioning the Salesforce Application to you. Absorb agrees to maintain the confidentiality of Client data following the expiration or termination of the subscription.
4.4. SFDC‘s obligations to retain Client’s data shall be as set forth in an existing agreement between the Client and SFDC. Any modifications to the data made by the Salesforce Application outside of Salesforce ((“Modified Data”, )if any) will not be captured in the Salesforce data (except to the extent that Modified Data is uploaded into the Client’s active SFDC Service Org, thereby converting it to client’s Salesforce data) and the return of any such Modified Data that is not client data shall be the responsibility of Absorb. Further to the above, following the termination of Salesforce Application subscription, SFDC has no obligation to retain any data that is stored in custom fields made available as part of the Salesforce Application ("Custom Fields"). Client may request a copy of the data from SFDC prior to such termination, in which case SFDC will make the data available in a .csv format. If data is stored in a Custom Field, Absorb will advise Client of the foregoing two sentences in writing.
