• Address Verification End-User License Agreement (EULA) Addendum

    This End-User License Agreement ("EULA") is a legal agreement between [Customer] and To A Finish LLC (the “Company”).

     

    This EULA is an addendum to the standard terms of use governing all apps on the Salesforce platform, which can be found at: https://trailblazer.me/resource/documents/documents/pdf/TermsOfUse_en_US.pdf.

     

    This EULA agreement governs your acquisition and use of our Address Verification Salesforce app ("App") directly from To A Finish LLC or indirectly through a To A Finish LLC authorized reseller or distributor (a "Reseller").

     

    Definitions:

     

    1.1 “Provider” may refer to To A Finish LLC, the provider of the Salesforce App, along with all providers of the data, in particular SmartyStreets, LLC.

     

    1.2 “Affiliates” means a legal entity controlling, controlled by, or under common Control with the Client which shall be considered equally, jointly and severally liable to all legal obligations of this Agreement. “Control” means possessing a 50% or greater interest in an entity or the right to direct the management of the entity. For purposes of subscription to Services, each Affiliate is an individual Client who must establish an account before using Provider’s Services.

     

    1.3 “Permitted User(s)” means Client and/or its employees, suppliers, consultants, agents and (independent) contractors permitted to have access to and use of the Services and system for whom Client has created unique usernames, security keys, and passwords. Affiliates of Clients are not Permitted Users without establishing their own Client accounts or without the expressed consent of the Company.

     

    1.4 “Content” means Service Provider’s output material, postal data, or authoritative information included and embedded in the Salesforce App, the Provider’s proprietary software, or database(s) which is owned, controlled, or licensed by Provider and used to produce and deliver finished products or Services.

     

    Disclaimers:

     

    USPS® Disclaimer and Copyright. The Provider is a non-exclusive licensee of the United States Postal Service. The prices of Provider’s products and services are neither established, controlled, nor approved by the United States Postal Service. Advertising material is neither endorsed nor approved by the United States Postal Service. Portions of Provider’s Software are copyrighted by the United States Postal Service. Client acknowledges USPS’s right to enforce any violations of licensed materials and trademarks that may arise if Client uses the Services, Platform, Client-Hosted Software, or Documentation provided by the Provider in a manner not permitted by this Agreement.

    Standard Terms of Service:

     

    2.1 WARRANTY. The Software, the App, Content, and Accounts, including Trial Accounts, and Services delivered by the Company (together, the “Products and Services”) will not violate the intellectual property of any third party and will operate materially in accordance with the applicable specifications provided by the Company, subject to Customer’s compliance with the EULA. The Company hereby disclaims all other warranties, whether expressed, implied, statutory or otherwise (including all warranties arising from course of dealing, usage or trade practice), and specifically disclaims all implied warranties of merchantability, or fitness for a particular purpose.

     

    2.2 Company shall defend, indemnify and hold harmless the Customer from any damages, costs and liabilities, expenses (including reasonable and actual attorney’s fees) (“Damages”) actually incurred or finally adjudicated as to any third-party claim or action alleging that the Products or Services delivered pursuant to this EULA infringe or misappropriate any third party’s intellectual property rights enforceable in the country(ies) in which the Products or Services are performed or prepared for Customer (“Indemnified Claims”). If an Indemnified Claim under this section occurs, or if Company determines that an Indemnified Claim is likely to occur, Company shall, at its option: (A) obtain a right for Customer to continue using such Products or Services; (B) modify such Products or Services to make them non-infringing; or (C) replace such Products or Services with a non-infringing equivalent. If (A), (B) or (C) above are not reasonably available, either Party may, at its option, terminate this EULA and/or the relevant document and Company will refund any pre-paid fees on a pro-rata basis for the allegedly infringing Products or Services that have not been performed or provided. Notwithstanding the foregoing, Company shall have no obligation under this Section for any claim resulting or arising from: (A) modifications made to the Products or Services that were not performed or provided by or on behalf of Company; or (B) the combination, operation or use by Customer or anyone acting on Customer’s behalf, of the Products or Services in connection with a third-party product or service (the combination of which causes the infringement).

     

    2.3 While taking measures to ensure reasonable accuracy, security, and availability of the Software, except as set forth above, the Company makes no warranty that the site, software, or content will meet your requirements or be available on an uninterrupted, secure, or error- free basis and the Company makes no warranty regarding the accuracy, timeliness, truthfulness, completeness, or reliability of any data or information obtained through the site, software, or content.

     

    2.4 If you register for a free trial of the Address Verification app, this EULA agreement will also govern that trial. By clicking "accept" or installing and/or using the Address Verification app, you are confirming your acceptance of the App and agreeing to become bound by the terms of this EULA agreement.

     

    2.5 If you are entering into this EULA agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions. If you do not have such authority or if you do not agree with the terms and conditions of this EULA agreement, do not install or use the App, and you must not accept this EULA agreement.

     

    2.6 This EULA agreement shall apply only to the App supplied by Provider herewith regardless of whether another app is referred to or described herein. The terms also apply to all Provider data, whether from SmartyStreets, LLC or any other data source, as well as to updates, supplements, API-based services, and support services for the App, unless other terms accompany those items on delivery. If so, those terms apply.

     

    2.7 Support for the App will be provided for the duration of the Licensed Term, as described in Exhibit A. Support requests will be made via a phone call or an email address to be provided at the beginning of the License Term. All support requests shall be made to these points of contact provided by To A Finish to determine Priority level but may be escalated to the SmartyStreets support team for confirmation and restoration of services.

     

    2.8 Compliance with Laws. Each Party agrees to comply with all laws and regulations applicable to such Party in the course of performance of its obligations under this EULA.

     

    License Grant and Restrictions:

     

    3.1 Provider hereby grants you a personal, non-transferable, non-exclusive license to use the Address Verification app in your Salesforce instances (1 Production instance and unlimited Sandbox instances) in accordance with the terms of this EULA agreement.

     

    3.2 During the Licensed Term, Provider agrees to provide Client, its respective Permitted Users, and if applicable, its Affiliates: (a) access and use of the Services and Platform, and if applicable, Client-Hosted Software; (b) the capability to generate, print, copy, upload, download, store and otherwise process all Documentation, and Content as may result from any access to or use of the System for internal business purpose; and (c) input, upload, submit, or download any Client Data through the System without restriction (except as set forth in this Agreement).

     

    3.3 Client’s access to the Services and System will not be restricted to any location, set number of computers or Permitted Users, unless expressly limited or set forth in an addenda or in this Agreement. Provider shall supply Updates, patches and bug fixes effective on the latest version of the Platform. Nothing contained in this Agreement shall obligate Client to procure, or Provider to perform, any Services hereunder until such time as the Parties execute a Service Order. Provider reserves all rights not expressly granted to Client herein.

     

    3.4 License Restrictions. Uses of Provider Services, Content and/or other products are not intended for personal or public emergency applications such as address location and safety requests typical of 911 emergency calls or services. Client shall not, directly or indirectly, (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying algorithms of the Service Provider’s Content, (this includes a prohibition on data mining, scraping, and other methods of extracting information from Services or Platform based on input of contrived/generated addresses); (b) reproduce, modify, translate, or create derivative works of Provider’s Services and Content; (c) rent, lease, distribute, sell, resell, the Services, Content, Platform, or Documentation; (d) assign or otherwise transfer any rights to the Services, Platform, Client-Hosted Software, or Documentation to non-affiliated third parties; (e) use the Provider’s Services, for timesharing or service bureau purposes or otherwise for the benefit of a third party (not including its Affiliates or Permitted Users); (f) remove any proprietary notices from the Services, Content or Documentation; (g) publish, republish or disclose to third parties any copyrighted information derived from the Services, Content, or Documentation without the Provider’s prior written consent; (h) create any link to the Provider’s Platform, frame or mirror the Content contained on, or accessible from, the Platform or Client-Hosted Software; (i) use any Content, data or information including any Personal Data included within the Content, in violation of any rights of any third parties, including such rights arising under any applicable privacy laws, policies or agreements; (j) impersonate any other person, or legal entity (including impersonating an employee of the Provider whether actual or fictitious), or using false or misleading documents to obtain services or support inaccurate records or accounting practices;

    (k) circumvent or disable any security or other technological features or measures of the Provider’s Services, or attempt to probe, scan or test the vulnerability of a network and or system or to breach security or authentication measures; (l) upload or provide for processing any information or materials that are illegal, defamatory, offensive, abusive, obscene, or that violate privacy or Intellectual Property Rights; (m) use the Services, Platform or Client-Hosted Software to harm, threaten or harass another person or organization; or (n) send, store or distribute any viruses, worms, Trojan horses, or other malware component harmful to the Provider’s System.

     

    3.5 You are not permitted to modify the Salesforce App except as provided by the standard configuration options documented in the app. In particular, you are not allowed to:

    Edit, alter, modify, adapt, translate or otherwise change the whole or any part of the App nor permit the whole or any part of the App to be combined with or become incorporated in any other app, nor decompile, disassemble or reverse engineer the App or attempt to do any such things

    3.5.1 Reproduce, copy, distribute, resell or otherwise use the App for any commercial purpose

    3.5.2 Allow any third party to use the App on behalf of or for the benefit of any third party

    3.5.3 Use the App in any way which breaches any applicable local, national or international law

    3.5.4 Use the App for any purpose that Provider considers is a breach of this EULA agreement.

     

     

    Intellectual Property and Ownership:

     

    4.1 Provider shall at all times retain ownership of the App as originally installed by you and all subsequent updates of the App by you, or updates pushed out automatically by Provider. The App (and the copyright, and other intellectual property rights of whatever nature in the App, including any modifications made thereto) are and shall remain the property of Provider.

     

    4.2 Provider reserves the right to grant licenses to use the App to third parties.

     

    4.3 CLIENT DATA. Client Data will remain at all times the exclusive property of Client. Client will retain all right, title and interest in and to such Client Data. Client hereby grants Provider a non-exclusive, worldwide, royalty-free license to use, copy, transmit, sub-license, index, store, aggregate and display the data Client uploads into the Services, Platform or Client-Hosted Software solely for processing as required for Provider to provide or perform the Services and as otherwise agreed to in this Agreement. Provider is not responsible for, and does not undertake to modify the accuracy or completeness of Client Data. Client shall make the Client Data available for the Provider to provide the Services or stated timelines may not be met.

     

    4.4 Provider expressly acknowledges and agrees that it shall not collect, store or otherwise process any personal data for the provision of the Services to [Customer]

     

    Evaluation and Trial Period:

     

    5.1 If you subscribe for a free trial ("Trial Account") of the Salesforce App and one or more Provider Services, use of such Services are governed by these Terms including any applicable privacy laws for a duration of the earlier of: (a) the "Evaluation Period"; (b) the start of any paid subscription for such Services; or (c) termination by Company at its sole discretion. If you do not sign up for a paid subscription at the expiration of the Evaluation Period, the Services may automatically terminate unless the Company at its sole discretion, agrees to extend the Evaluation Period. If the Company donates any free Trial Accounts, additional terms and conditions may be imposed upon registration and any such additional terms and conditions are incorporated into this Agreement by reference and shall be legally binding. If you subscribe to a free plan of 250 US Street API lookups per month, you are allowed to use the Services free of charge for a maximum of one year after which renewal extension, suspension or termination may occur at Company's sole discretion.

     

    5.2 Trial Accounts may be suspended, terminated, or discontinued at any time and for any reason (or no reason). The Company disclaims all obligation and liability under the agreement (including liability otherwise provided for) for any harm or damage arising out of or in connection with a Trial Account, including any obligation or liability with respect to client data. Any configurations or data entered into a Trial Account, and any customizations made to a Trial Account by or for Client, may be permanently lost or deleted if the Trial Account is suspended, terminated, or discontinued. Any obligations by the Company under this agreement do not apply to Trial Accounts. Furthermore, the Company reserves all rights to protect and enforce the terms of this agreement.

     

    Abuse Alert and Termination:

     

    6.1 This EULA agreement is effective from the date you first use the App and shall continue until terminated. You may terminate it at any time upon written notice to Provider.

     

    6.2 It will also terminate immediately if you fail to comply with any term of this EULA agreement. Upon such termination, the licenses granted by this EULA agreement will immediately terminate and you agree to stop all access and use of the App and API services provided. The provisions that by their nature continue and survive will survive any termination of this EULA agreement.

     

    6.3 Regardless of any right to cure breach provision stated within this agreement, the Company and respective suppliers and licensors reserve the right to immediately suspend and/or terminate services to Clients that trigger an embedded abuse or misuse detection alert. Such alert indicates reverse engineering, data source scraping, improper accessing or sharing, or violating usage of proprietary data which, in general, cannot be triggered inadvertently and which constitutes a material breach of this agreement. The alert will subject Client to an automatic suspension of account while an investigation is ensued. Company will promptly notify Client to determine whether a reinstatement or termination of services is warranted. In the event of an automatic termination due to an abuse alert, Client agrees to make payment of any outstanding fees due and waives any breach claims under this agreement including claims to a refund for unused lookups or any other value in Client's account.

     

    Dispute Resolution/Arbitration:

     

    7.1 This EULA agreement, and any dispute arising out of or in connection with this EULA agreement, shall be governed by and construed in accordance with the laws of the state of Texas.

     

    7.2 Any disputes and claims relating to use of the Provider API services from SmartyStreets, LLC or the application of these Terms shall be resolved as follows:

     

    7.2.1 Exclusive Dispute Resolution Mechanism. The Parties shall resolve any dispute, controversy, or claim arising out of or relating to this Agreement or the breach, termination or invalidity thereof (each, a "Dispute"), under the provisions of this clause. The procedures set forth in this shall be the exclusive mechanism for resolving any Dispute that may arise from time to time and are the expressed conditions precedent to arbitration or litigation of the Dispute.

     

    7.2.2 Negotiations. A Party shall send written notice to the other Party of any Dispute. The Parties shall first attempt in good faith to resolve any Dispute set forth in the notice by negotiation and consultation between themselves, including not fewer than three (3) negotiation sessions attended by a Director level or higher for both Client and Company. For purposes of clarification, the Party sending a notice of an Escalation to Director level or higher shall send such notices in compliance with the Notice section herein.

     

    7.2.3 Escalation. If the Parties cannot resolve any Dispute under this clause within thirty (30) days after a written notice, either Party may seek resolution by initiating arbitration in Utah County, Utah administered by Judicial Arbitration and Mediation Service (JAMS). BINDING ARBITRATION MEANS THAT YOU WAIVE ANY RIGHTS TO A JURY TRIAL. Judgment rendered shall be binding and any award entered by JAMS arbitrator may be pursued and enforced by any court having legal jurisdiction. The non-prevailing Party shall bear all costs, expenses, and reasonable attorneys' fees for arbitration.

     

    7.2.4 Legally Binding. In the arbitration proceeding, the arbitrator has no authority to make errors of law, and any award may be challenged if the arbitrator does so. Otherwise, the arbitrator's decision is final and binding on all parties and may be enforced in any federal or state court that has jurisdiction. Neither you nor the Company shall be entitled to join or consolidate claims in arbitration by or against other individuals or entities, or arbitrate any claim as a representative member of a class or in a private attorney general capacity. Accordingly, you agree that the JAMS Class Action Procedures do not apply to our arbitration.

  • EXHIBIT A

    Premium App Maintenance and Support

    Partner” refers to To A Finish LLC, the provider of the Salesforce App.

     

    “End User” refers to the Client in the EULA attached.

     

    Software Fault and Reporting Requirements: A Software Fault means any incorrect functioning of To A Finish’s Salesforce App, SaaS Product or SmartyStreets Software which results in the failure of OEM Output to operate in full compliance with the standards set out in this agreement, the Documentation, Order Form, or as was otherwise communicated to the Partner. The following tables set forth the Maintenance and Support Service Levels, and SmartyStreets’s Response obligations with regards to each Priority level.

     

    Determination of Severity Category: Partner will respond to End User directly and shall agree on the severity classification of the Software Fault at the time End User discovers and reports the Software Fault to the Partner, pursuant to the table below, or as mutually agreed to in writing by the parties. In the event that the parties cannot agree on severity category; or if the Documentation does not otherwise make it clear what the severity category is, Partner will, acting reasonably, be solely responsible for determining the relevant severity category.

     

    Initial Logging: Partner will assist SmartyStreets to ensure that Software Faults are rectified within the Response and Restoration times set out in the table below. All Response & Restoration Periods will be calculated from the time when Partner reports a Software Fault to SmartyStreets, or when SmartyStreets detects such Software Faults, whichever is first, (‘Initial Logging’) until SmartyStreets provides notice that the Software Fault has been resolved and Partner and End User is reasonably satisfied with the resolution, or the Software Fault Priority status has been downgraded (‘Service Restoration’). When a Software Fault is downgraded, all further resolution times will be calculated and modified from the time that Partner and/or End User is notified by SmartyStreets that the Software Fault or Initial Logging has been downgraded.

     

     

     

    Severity Category

     Description

     Availability Result

    Supplier Reporting Requirement

     

     

     

     

    Priority 1

     

    Failure or degradation of one or more elements of the Software that are business or customer affecting, time- critical and for which no immediate work-around is available.

     

    Functionality of elements of the Software fail, rendering elements of the Software wholly or partially inoperative or causing data corruption, loss or duplication.

     

    Full root cause analysis performed and timetable for permanent fixes to be provided within [24] hours of the Software Fault being reported to SmartyStreets.

     

     

     

     

     

    Priority 2

     

    Failure or degradation of a single element of the Software that is business or customer affecting or which will become time-critical and for which a workaround is available but is unsatisfactory in the short term.

     

    Functionality of elements of the Software fails or degrades to the point of not being usable on an intermittent or frequent basis, rendering elements of the Software wholly or partially inoperative or causing data corruption, loss or duplication.

     

    Full root cause analysis performed and timetable for permanent fixes to be provided within [5] calendar days of the Software Fault being reported. Analysis of potential causes & solutions to be provided with timetable for resolution.

     

     

     

     

    Priority 3

    Failure of one or more components of the Software that has no immediate business impact & remains operational via temporary or automated workaround, but requires a permanent replacement or solution to be developed.

     

    Functionality of one or more components of the Software fail, service to users is unaffected as workaround routes around the problem.

    Resolution timetable for permanent replacement component solution to be provided within a reasonable time.

     

     

     

     

    Priority 4

     

    Failure of a single component of the Software that is non-business affecting & remains operational via workaround & has been requested to be included as a fix, patch or features of the next New Release.

     

    Functionality of a component of the Software fails, service is unaffected as workaround routes around the problem area.

    Timetable of feature, patch or hardware release to be provided.

     

     

    Response and Restoration Times: If the initial assessment of the problem by End User is that the issue is related to the Salesforce App, and not necessarily the address verification service, then the End User is encouraged to email or call the Partner using the contact information provided at the beginning of the contract. The Partner will abide by the priority response times in this document, except in the case when Partner determines that the fault lies in the actual API service. If this happens, then the Response and Restoration Times in the table below will start immediately when the Partner contacts SmartyStreets to alert them of the issue.

     

    SmartyStreets shall respond promptly and maintain a help desk staffed with personnel to answer questions from Partner by telephone, email, or chat between the business hours of [8]am – [5]pm [MST], [Monday – Friday], excluding the following commemorated US holidays throughout the year: [New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day]. SmartyStreets shall provide maintenance and support at no additional charges or fees. [Tel No: [877-216-8883] E-mail: [Support@smartystreets.com]. Provider shall also provide unlimited access to technical support bulletins and other user support information or forums on Provider’s website [Status.smartystreets.com].

     

     

     

     

    Maintenance & Support - Response and Restoration Times

     

    Software Fault Category

     

    Response Time (Call returned by live person)

     

    Time to Service Restoration

     

    Time to Permanent Fix

     

    Time to Escalate to Management

     

    Priority 1

     

    1 business hr

     

    [4] business hrs

     

    [5] business days

    [4] business hrs & every [2] business hrs thereafter

     

     

     

     

     

     

    Priority 2

     

    1 business hr

     

    [8] business hrs

     

    [10] business days

    [8] business hrs & every [2] business hrs thereafter

     

     

     

     

     

     

    Priority 3

     

    [24] business hrs

    [By the next New Release]

    [By the next New Release]

     

    [Not applicable]

     

     

     

     

     

     

    Priority 4

     

    [24] business hrs

    [By the next New Release]

    [By the next New Release]

     

    [Not applicable]

     

     

    Determination of Compliance with Service Levels: SmartyStreets will measure the Restoration periods achieved in relation to the Software Faults, in addition to the Availability of the Software. In the event that there are any differences between the results measured by SmartyStreets and those reported by the End User with regards to a Response Time, SmartyStreets’s Time to Service Restoration or Time to Permanent Fix on a Software Fault, End User’s measurement will prevail only to the extent that SmartyStreets is unable to produce sufficiently detailed or credible documentation to support its own calculations, if different.