"Affiliate" means any entity that, directly or indirectly, controls, is controlled by or is under common control with such entity (but only for so long as such control exists), where "control" means the ownership of more than 50% of the outstanding shares or securities representing the right to vote in the election of directors or other managing authority of such entity.
“Customer” means, in the case of an individual accepting this Agreement on his or her own behalf, such individual, or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.
"Customer Data" means all electronic data or information submitted to the Services, or otherwise provided for processing by the Services, by or on behalf of the Customer and the Customer’s Affiliates in accordance with this Agreement.
"Documentation" means Leaptree’s user documentation, in all forms, relating to the Services (including, without limitation, user manuals and on-line help files).
“Malicious Code” means code, files, scripts, agents, or programs intended to do harm, including, without limitation, viruses, worms, time bombs and Trojan Horses.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between the Customer and Leaptree or any of their Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto.
"Professional Services" means the professional services specified in an Order Form or Statement of Work, potentially including but not limited to, implementation services, consulting, and training services.
“Purchased Services” means Services that the Customer or the Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from those provided pursuant to a free trial.
"User" means an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription, and to whom Customer (or, when applicable, Leaptree at Customer’s request) has supplied a user identification and password.
“Services” means the service or services identified in an Order Form, as Leaptree may modify from time to time in its discretion.
“SFDC” means salesforce.com, Inc., SFDC Ireland Limited or any of their Affiliates.
“SFDC Application” means a web-based, mobile, office or other software application that is provided by SFDC.
“Statement of Work” means a Leaptree document which specifies the deliverables of Professional Services.
"Technical Support Services" means Leaptree’s then-current technical support services offering, the current terms of which are set out in the Appendix and which may be amended or adjusted from time to time by Leaptree.
2.1 Leaptree Services. Subject to the terms of this Agreement and the Customer’s timely payment of any applicable fees, Leaptree shall make available to the Customer the Services in accordance with this Agreement and the Documentation.
2.2 Professional Services. The Customer may contract with Leaptree to perform Professional Services from time to time. The specific details of the Professional Services to be performed will be determined on a per-project basis, and the details for each project will be described on the Order Form and Statement of Work (if applicable). Unless otherwise specified in the applicable Order Form or Statement of Work, the Customer must fully utilise the purchased Professional Services within 90 days from the Order Form effective date. Any unused portion of the Professional Services will expire after this period, or the period as detailed in the applicable Order Form or Statement of Work. The Customer hereby acknowledges and grants Leaptree permission to access the Customer Data for any Professional Services performed as described in the Order Form and Statement of Work (if applicable).
2.3 Changes to Professional Services. The Customer may reasonably request in writing that revisions be made with respect to the Professional Services set forth in an Order Form and Statement of Work. If the Customer’s requested revisions materially increase the scope of the Professional Services or the effort required to perform the Professional Services under the Order Form, then Leaptree will deliver to the Customer a written proposal reflecting Leaptree’s reasonable determination of the revised Professional Services, delivery schedule, and payment schedule, if any, that applies to the requested revisions. If the Customer approves the proposal, then the parties will execute an amendment to the Order Form. Otherwise, the then-existing Order Form will remain in full force and effect, and Leaptree will have no obligation with respect to the relevant change requests.
2.4 Technical Support Services. Leaptree will provide the Customer with the Documentation and other online resources to assist the Customer in its use of the Services which can be referenced at https://leaptree.com/support/. Leaptree will also provide to the Customer the applicable Technical Support Services for the version of the Service to which the Customer is subscribed or purchased as part of an Order Form so long as the Customer has duly paid all Fees as they fall due in accordance with this Agreement. The Customer hereby acknowledges and grants Leaptree ongoing access to the Customer Data for any Technical Support Services.
2.5 Customer Responsibilities. The Customer will provide assistance, cooperation, information, equipment, data and resources reasonably necessary to enable Leaptree to perform the Professional Services and Technical Support Services. The Customer acknowledge that Leaptree’s ability to provide Professional Services as described in the Order Form and Technical Support Services may be affected if the Customer does not meet its responsibilities as set forth above.
2.6 Feedback and Other Content. The Services may permit the Customer, its Affiliates and Users to submit feedback, user community contributions and comments, technical support information, suggestions, enhancement requests, recommendations, and messages relating to the use and operation of the Services. The Customer grants to Leaptree a royalty-free, non-exclusive, perpetual, irrevocable, worldwide, transferable licence to display, use, copy, modify, publish, perform, translate, create derivative works from, sublicence, distribute, and otherwise exploit such content without restriction.
3.1 Free Trial. If the Customer registers on Leaptree’s website for a free trial, Leaptree will make the applicable Services available to the Customer on a trial basis free of charge until the earlier of (a) the end of the free trial period for which the Customer registered to use the applicable Services, or (b) the start date of any Purchased Service subscriptions ordered by the Customer for such Services, or (c) termination by Leaptree in its sole discretion. Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
3.2 Beta Versions. From time to time, Leaptree may make available for the Customer to try, at the Customer’s sole discretion, certain functionality related to the Services, which is clearly designated as beta, pilot, limited release, non-production, or by a similar description (each, a "Beta Version"). Beta Versions are intended for evaluation purposes only, are not supported, and may be subject to additional terms. Leaptree may discontinue Beta Versions at any time in its sole discretion and may never make them generally available. Leaptree has no liability for any harm or damage arising out of or in connection with a Beta Version. NOTWITHSTANDING THE WARRANTY AND DISCLAIMER BELOW, BETA VERSIONS OF THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED AND SECTION 6.4 (INTELLECTUAL PROPRERTY INFRINGEMENT INDEMNIFICATION) DOES NOT APPLY TO BETA VERSIONS OF THE SERVICES.
4. RESTRICTIONS AND RESPONSIBILITIES
4.1 Customer Responsibilities. The Customer will (a) be responsible for Users’ compliance with this Agreement and the Documentation (b) be responsible for the accuracy, quality and legality of the Customer Data, the means by which the Customer acquired the Customer Data and the Customer’s use of the Customer Data with the Services, (c) use commercially reasonable efforts to prevent unauthorised access to or use of Services, and notify Leaptree promptly of any such unauthorised access or use, and (d) use the Services only in accordance with this Agreement, Documentation and applicable laws and government regulations. Any use of the Services in breach of the foregoing by the Customer or the Users that in Leaptree’s judgment threatens the security, integrity or availability of Leaptree’s services, may result in Leaptree’s immediate suspension of the Services, however Leaptree will use commercially reasonable efforts under the circumstances to provide the Customer with notice and an opportunity to remedy such violation or threat prior to any such suspension.
4.2 Usage Restrictions. The Customer will not (a) make any Services available to anyone other than the Customer or Users, or use any Services for the benefit of anyone other than the Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation, (b) use Services to store or transmit infringing, libellous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (c) use Services to store or transmit Malicious Code, (d) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (e) attempt to gain unauthorised access to any Services or its related systems or networks, (f) permit direct or indirect access to or use of any Services in a way that circumvents a contractual usage limit, or use any Services to access or use any of Leaptree’s intellectual property except as permitted under this Agreement or the Documentation, (g) modify, copy, or create derivative works based on Services or any part, feature, function or user interface thereof, (h) frame or mirror any part of any Services other than framing on Customer's own intranets or otherwise for its own internal business purposes or as permitted in the Documentation, (i) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile the Services or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Services (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent.
4.3 Customer Equipment. The Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, the “Equipment”). The Customer shall also be responsible for maintaining the security of the Equipment, the Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of the Customer’s account or the Equipment with or without the Customer’s knowledge or consent.
4.4 Customer Networks. The Customer shall be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to Leaptree’s data centres and for all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Customer’s network connections or telecommunications links or caused by the Internet.
4.5 Cooperation. The Customer shall: (a) co-operate with Leaptree in all matters relating to the Services; (b) where required to enable Leaptree to supply the Services, Professional Services or Technical Support Services, in a timely manner provide Leaptree with remote access to the Customer’s network and other facilities; (c) provide, in a timely manner, all necessary information, data and documents (“Input Material”) reasonably requested by Leaptree for the proper performance of the Services within sufficient time to enable Leaptree to perform those Services; (d) be responsible for ensuring the accuracy and completeness of all Input Material and Leaptree shall be entitled to rely upon the same as being accurate and complete without verification; (e) be responsible for ensuring that the Customer is properly authorised to disclose Input Material to Leaptree; and (f) obtain and maintain all necessary licences and consents and comply with all relevant legislation in relation to the Services.
4.6 Delay due to Customer’s failure. If Leaptree’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, it’s Affiliates or their respective agents, sub-contractors or employees, Leaptree shall not be liable for any costs, charges or losses sustained or incurred by the Customer arising directly or indirectly from such prevention or delay.
4.7 Indemnity for Customer’s failure to Perform. The Customer shall be liable to pay to Leaptree, on demand, all reasonable costs, charges or losses sustained or incurred by Leaptree arising from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement and shall indemnify and keep Leaptree fully indemnified in this regard.
5.1 Interoperability with SFDC Applications. The Services are designed to interoperate with SFDC Applications. Any acquisition by the Customer of a SFDC Application in connection with the services and any exchange of data between the Customer and SFDC is solely between the Customer and SFDC and subject to the terms applicable to that SFDC Application. Leaptree assumes no responsibility for, and specifically disclaims any liability or obligation with respect to any SFDC Applications.
5.2 Customer Data hosted by SFDC. The Customer irrevocably acknowledges and accepts that Leaptree does not process any Customer Data and all Customer Data is hosted and processed by SFDC and is subject to SFDC’s data protection policies available at https://www.salesforce.com/company/legal/agreements/.
6. CONFIDENTIALITY; PROPRIETARY RIGHTS
6.1 Confidentiality obligations. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Leaptree includes non-public information regarding features, functionality and performance of the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information; and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document: (a) is or becomes generally available to the public: or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party; or (e) is required to be disclosed by law.
6.2 Ownership of IP. The Customer shall own all right, title and interest in and to the Customer Data and Input Material. Leaptree shall own and retain all right, title and interest in and to: (a) the Services and all improvements, enhancements or modifications thereto; (b) any software, applications, inventions or other technology developed in connection with the Services; (c) all documents, products and materials used or developed by Leaptree in relation to the Services in any form (including computer programs, data, reports and specifications); and (d) all intellectual property rights related to any of the foregoing.
6.3 Leaptree’s right to collect and analyse data. Notwithstanding anything to the contrary, Leaptree shall have the right to collect and analyse data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning the Customer Data and Input Material and data derived therefrom), and Leaptree will be free (during and after the Term) to: (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Leaptree offerings; and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licences are granted except as expressly set forth herein.
6.4 Intellectual Property Infringement Indemnification. Leaptree agrees to indemnify and keep the Customer fully indemnified against all liabilities to third parties resulting from infringement by the Services of any patent or any copyright or any misappropriation of any trade secret, provided Leaptree is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defence and settlement. Leaptree will not be responsible for any settlement it does not approve in writing. The foregoing obligations do not apply with respect to portions or components of the Services: (i) not supplied by Leaptree; (ii) made in whole or in part in accordance with the Customer’s specifications; (iii) that are modified after delivery by Leaptree; (iv) combined with other products, processes or materials where the alleged infringement relates to such combination; (v) where the Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement; or (vi) where the Customer’s use of the Services is not strictly in accordance with this Agreement. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be, or believed by Leaptree to be infringing, Leaptree may, at its option: (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality; (b) obtain for the Customer a licence to continue using the Services; or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and the Customer’s rights hereunder and provide the Customer a refund of any prepaid or unused fees for the Services.
7. PAYMENT OF FEES
7.1 Fees. The Customer will pay Leaptree the then-applicable fees described in the Order Form for the Services in accordance with the terms therein (the “Fees”). Fees for Professional Services will be invoiced at the time of order, unless otherwise agreed in writing by the parties.
7.2 Right to Change Fees. Leaptree reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Term or then-current Renewal Term, upon thirty (30) days prior notice to the Customer (which may be sent by email).
7.3 Errors. If the Customer believes that Leaptree has billed the Customer incorrectly, the Customer must contact Leaptree no later than 30 days after the date of the invoice in which the error or problem appeared, in order to receive an adjustment or credit. The Customer shall be deemed to have accepted each invoice if it has not informed Leaptree of an error or problem during such 30 day period.
7.4 Invoice Date. In respect of the Initial Term, Leaptree will issue an invoice for the Services on the date that the Order Form is accepted by Leaptree. For each subsequent Renewal Term, Leaptree will issue an invoice for the then applicable Fees no later than 30 days before the commencement of the relevant Renewal Term.
7.5 Payment Terms. Full payment for invoices issued must be received by Leaptree thirty (30) days after the date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Services. The Customer shall be responsible for all taxes associated with Services other than taxes based on Leaptree’s net income.
7.6 Credit Card. If the Customer uses a credit card to set up an account or pay for the Services, the Customer must be authorised to use the credit card information that it enters when it creates the billing account. The Customer authorises Leaptree to charge the Customer for the Services using its credit card and for any paid feature of the Services that it chooses to sign up for or use under this Agreement. Leaptree may bill: (a) in advance; (b) at the time of purchase; (c) shortly after purchase; or (d) on a recurring basis for a subscription to the Services. If the Customer sets up a Demo/Free Trial using a credit card or if the Customer paid the Fees using a credit card, the Customer agrees that Leaptree may automatically charge the Customer’s credit card account the applicable Fees when the Demo/Free Trial ends or renew the Customer’s subscription and charge its credit card account on each Renewal Date, unless the Customer cancels in accordance with this Agreement its subscription before the end of the Free Trial or the Renewal Date (as applicable). The Customer must keep all information in its billing account current. The Customer may change its payment method at any time. If the Customer instructs Leaptree to stop using a payment method and Leaptree no longer receives payment from the Customer for a Service that requires payment, Leaptree may terminate the Customer’s access to that Service.
7.7 Taxes and Currency. Unless otherwise agreed by Leaptree in writing: (i) the Fees shall be exclusive of any VAT or equivalent sales tax; and (ii) all amounts payable under this Agreement are denominated in Euro (€), and the Customer will pay all such amounts in Euro (€). The Customer shall make all payments due under this Agreement in full without any deduction whether by way of set-off, counter claims, discount, abatement or otherwise.
7.8 Failure to pay Fees. If Customer fails to timely pay any Fees, Leaptree may, without limitation to any of its other rights or remedies, suspend performance of the Services, Professional Services and Technical Support Services until Leaptree receives all amounts due, or may terminate this Agreement pursuant to Section 8.2.
8. TERM AND TERMINATION
8.1 Term. Subject to earlier termination as provided below, this Agreement is for the Initial Term as specified in the Order Form, and shall be automatically renewed for additional periods of the same duration as the Initial Term (each a “Renewal Term”) (collectively, the “Term”), unless either party requests termination at least sixty (60) days prior to the end of the then-current term.
8.2 Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. A breach of this Agreement by the Customer’s Affiliate or a User will be treated as a breach by the Customer.
8.3 Refund or Payment upon Termination. If this Agreement is terminated by the Customer in accordance with the “Termination” section above, Leaptree will refund the Customer any prepaid Fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Leaptree in accordance with the “Termination” section above, the Customer will pay any unpaid Fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve the Customer of its obligation to pay any Fees payable to Leaptree for the period prior to the effective date of termination.
8.4 Post- Termination Obligations. On termination of this Agreement, for any reason: (i) Leaptree has no obligation to provide or perform any Services, Professional Services or Technical Support Services after the effective date of the termination; (ii) any and all liabilities accrued prior to the effective date of termination will survive; and (iii) the Customer shall, upon the request of Leaptree, forthwith return to Leaptree all documents, information and materials provided by Leaptree relating to the Services.
8.5 Surviving Provisions. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability and Customer indemnities.
9. ACKNOWLEDGEMENT AND INDEMNITY
9.1 Customer Responsible for Users’ Use. The Customer acknowledges, agrees and undertakes that: (i) the Customer shall be solely responsible for ensuring that Users use the Services strictly in accordance with the terms and conditions of this Agreement and shall be responsible for any User’s breach of this Agreement; and (iii) the actions of the Customer and any supplier or other third party are outside the control of Leaptree.
9.2 Customer Indemnity. The Customer agrees to indemnify and keep Leaptree fully indemnified upon demand against all liabilities, losses, actions, proceedings, costs, claims, demands and expenses brought or made against or incurred by Leaptree as a result of or arising from or in connection with: (i) any breach of this Agreement by the Customer, its Affiliates or their respective agents, employees and contractors; and (ii) the Customer’s use of the Services.
10. WARRANTY AND DISCLAIMER
10.1 Leaptree Warranty. Leaptree warrants that, during an applicable subscription term, the Services will perform materially in accordance with the applicable Documentation. Leaptree undertakes to use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimises errors and interruptions in the Services. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Leaptree or by third-party providers including, without limitation, SFDC, or because of other causes beyond Leaptree’s reasonable control, but Leaptree shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption. For any breach of a warranty above, the Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections above.
10.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, LEAPTREE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES NOR THAT THE SERVICES WILL MEET THE CUSTOMER’S REQUIREMENTS. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND LEAPTREE DISCLAIMS ALL WARRANTIES, TERMS AND CONDITIONS EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
11. LIMITATION OF LIABILITY
11.1 Exclusion of Consequential and Related Damages. IN NO EVENT, EXCEPT AS PROVIDED BELOW, SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN ANY MANNER, REGARDLESS OF THE BASIS OF THE CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) FOR SPECIAL, PUNITIVE OR INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF OPPORTUNITIES, LOSS OF DATA) HEREUNDER.
11.2 Limitation of Liability. EXCEPT AS PROVIDED BELOW, LEAPTREE’S TOTAL LIABILITY IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY) MISREPRESENTATION, RESTITUTION OR OTHERWISE ARISING UNDER OR IN ANY WAY CONNECTED WITH THIS AGREEMENT SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID BY THE CUSTOMER TO LEAPTREE UNDER THIS AGREEMENT IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THAT THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.
11.3 Non-applicability of Exclusions and Limitations. The exclusions and limitations of liability set forth above shall not apply to, limit or exclude either party’s liability for: (i) death or personal injury caused by its negligence (including the negligence of its employees, agents and sub-contractors); or (ii) any other liability which cannot be excluded or limited under applicable law.
12.1 Modification. Leaptree reserves the right, at its discretion, to change the terms of this Agreement on a going-forward basis at any time. Please check the terms of this Agreement periodically for changes. If a change materially modifies the Customer’s rights or obligations, the Customer will be required to accept the modified Agreement in order to continue to use the Services. Material modifications are effective upon the Customer’s acceptance of the modified Agreement. Immaterial modifications are effective upon publication. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.
12.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
12.3 Assignment. This Agreement is not assignable, transferable or sublicensable by the Customer except with Leaptree’s prior written consent. Leaptree may transfer and assign any of its rights and obligations under this Agreement without consent.
12.4 Entire Agreement and Order of Precedence. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form; (ii) these Terms and Conditions; and (iii) the Documentation. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any position of this Agreement.
12.5 No Partnership: No agency, partnership, joint venture, or employment is created as a result of this Agreement and the Customer does not have any authority of any kind to bind Leaptree in any respect whatsoever.
12.6 Notices: All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by registered post.
12.7 Governing Law & Jurisdiction: This Agreement shall be governed by the laws of Ireland without regard to its conflict of laws provisions and the parties hereby submit to the non-exclusive jurisdiction of the courts of Ireland.
12.8 Publicity: Leaptree may only use the Customer’s name, trademarks, and service marks to the extent necessary to fulfil its obligations under this Agreement or as otherwise explicitly authorised in this Agreement. Leaptree reserves the right to use the Customer’s name as a reference for marketing and promotional purposes on its website and in other communications with its existing and prospective customers. If the Customer does not want to be listed as reference for the Services, the Customer may send an email to email@example.com stating it does not wish to be identified as a reference.
12.9 Force Majeure: Neither party shall have liability to the other under this Agreement if it is prevented from or delayed in performing its obligations (other than payment obligations) under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protest, riot, civil commotion, fire, explosion, flood, epidemic. lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials provided that if the event in question continues for a continuous period in excess of 30 days, either party shall be entitled to give notice in writing to the other to terminate this Agreement.
(Technical Support Services)
Product Support Policy
“Business Days” means Business Day: a day other than a Saturday, Sunday or public holiday in Ireland.
“Business Hours”: the period from [9.00 am to 5.30 pm Irish Standard Time] on any Business Day.
“Priority 1” means support tickets generated due to the unavailability of critical services, unplanned interruptions, multiple users / accounts affected, no workaround is available, compliance breach, business continuity immediately at risk, issues or tickets raised by key users as provided by Customer.
“Priority 2” means support tickets generated due to unplanned interruptions services are unavailable for a group of users or accounts, workaround in place.
“Priority 3” means support tickets generated due to unavailable services for a small percentage of users, intermittent problem that has a workaround, possible to reproduce error, salesforce activity not updating correctly, user related issues and privilege requests.
“Response Time” means the maximum unit of time by which the Supplier should have commenced investigation or work on a ticket logged in support desk.
"Resolution Time” is the time from Incident creation until the "Resolved" status update, measured during business hours.
“Support Tickets” means support activities undertaken by the Supplier on the Leaptree platform as requested by Customer ticketing System and routed through the Supplier’s support desk in a timeframe in line with the associated ticket priority level.
“Salesforce User” means a Salesforce.Org licence holder.
ESCALATIONS AND SERVICE LEVELS
The following describes the Service Level Objectives (“SLOs”) the Suppler will provide for support issues.
All support requests will be logged through the Customer’s service desk and routed to the Supplier’s support desk. Escalations can be addressed to the Supplier’s Head of Support where applicable.
Leaptree agrees and undertakes to provide support to an appropriate industry standard for the delivery of the Support tickets, related directly to the Leaptree product platform acquired by the Customer, as outlined in the Leaptree Order Form, signed by the Customer.
For Leaptree support requests, the Leaptree administrator will liaise directly with the parties’ respective points of contact through raised support tickets and cases as set out above. The parties agree that in the first instance, the Customer Support Desk will action all first line / business process tickets. It is agreed between the parties that only those Supplier Only tickets which cannot be resolved by the Customer team will be assigned to the Supplier.
Report Requests; Create/Update Salesforce Reports for data available in the Salesforce Org.
User Management; Create/Update/Deactivate Salesforce Users.
Systems Administration; All other system administration tasks such as upload data files.
Release Updates; Update their staging and live salesforce environments with latest product releases from Leaptree.
Testing; Customer will be fully responsible for quality assurance and testing in advance of production release of new Leaptree software to their environments.