# [Company Legal Name] Terms and Conditions
- **Effective Date:** [Effective Date]
- **Company Address:** [Company Address]
- **Support Contact:** [Support Email]
## Important Notice
These Terms and Conditions ("Terms") are a legal agreement between [Company Legal Name] ("Company," "we," "our," or "us") and the legal entity that purchases, subscribes to, installs, or uses AtomicGTM (the "Customer," "you," or "your"). By executing an order form, installing the managed package, enabling, or using AtomicGTM, Customer agrees to these Terms.
## 1. Definitions and Service Scope
1. **"AtomicGTM" or "Service"** means Company's Salesforce-native software application, including managed package functionality, related documentation, updates, and support made available by Company.
2. **"Order Form"** means a mutually executed ordering document, quote, checkout flow, or similar commercial document specifying subscription details.
3. **"Customer Org"** means Customer's Salesforce instance(s) where AtomicGTM is installed and operated.
4. **"Customer Data"** means data, content, and records controlled by Customer in the Customer Org.
5. **"Subscription Term"** means the initial term and any renewal term identified in Section 4.
6. Subject to these Terms and applicable Order Form, Company grants Customer a limited, non-exclusive, non-transferable right during the Subscription Term to use the Service for Customer's internal business purposes.
## 2. Account Authority and Acceptable Use
1. Customer represents that any individual accepting these Terms or an Order Form on Customer's behalf has authority to bind Customer.
2. Customer is responsible for:
1. all activity by its users in the Service;
2. assigning and maintaining proper user permissions in Salesforce;
3. compliance with applicable laws and regulations in Customer's use of the Service.
3. Customer will not, and will not permit any third party to:
1. copy, modify, translate, or create derivative works of the Service except as expressly allowed by law;
2. reverse engineer, decompile, or disassemble the Service except where such restriction is prohibited by law;
3. use the Service to build a competing product or service;
4. interfere with or disrupt the integrity or performance of the Service;
5. use the Service for unlawful, infringing, fraudulent, or abusive purposes.
## 3. Orders, Subscription, and Access
1. Access to paid functionality requires an Order Form and payment of applicable fees.
2. Customer's right to use the Service is conditioned on timely payment and continued compliance with these Terms.
3. Company may provide updates, enhancements, and bug fixes to the Service from time to time.
## 4. Term, Renewal, and Termination
1. **Initial Term.** Each subscription begins on the start date in the applicable Order Form and continues for twelve (12) months unless otherwise stated in the Order Form.
2. **Auto-Renewal.** Unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term, each subscription automatically renews for successive one (1) year renewal terms.
3. **Termination for Cause.** Either party may terminate these Terms or an affected Order Form if the other party materially breaches these Terms and fails to cure the breach within thirty (30) days after written notice.
4. **Suspension.** Company may suspend access to the Service if Customer is in material breach, including non-payment, or if reasonably necessary to prevent harm to the Service, other customers, or third parties.
5. **Effect of Termination.** Upon termination or expiration:
1. Customer's access and rights to use the Service end;
2. accrued payment obligations survive;
3. Sections intended by their nature to survive remain in effect, including payment, intellectual property, warranty disclaimers, limitation of liability, indemnity, governing law, and general terms.
## 5. Fees, Taxes, and Payment
1. **Fees.** Customer will pay all fees specified in each Order Form.
2. **Non-Refundable Fees.** Except as expressly stated in these Terms or required by law, all fees are non-cancelable and non-refundable.
3. **Taxes.** Fees are exclusive of taxes, levies, duties, or similar governmental assessments. Customer is responsible for all such amounts, excluding taxes based on Company's net income.
4. **Late Payments.** Company may charge interest on overdue amounts at the lesser of 1.5% per month or the maximum rate permitted by law and may suspend access for non-payment after notice.
## 6. Salesforce Platform Dependency and Customer Responsibilities
1. The Service is designed to run within Salesforce. Customer is responsible for obtaining and maintaining all required Salesforce subscriptions, licenses, configurations, and permissions.
2. Company is not responsible for Salesforce availability, outages, feature changes, API limits, or platform terms imposed by Salesforce.
3. Customer is responsible for maintaining its own Salesforce backup, retention, and disaster recovery strategy for Customer Data.
## 7. Data Handling and Privacy
1. **Customer Data Location and Control.** The Service is intended to operate within the Customer Org. Customer Data remains under Customer's control in Customer's Salesforce environment.
2. **No Vendor-Hosted Customer Data by Default.** Company does not, by default, receive, host, or store Customer Data outside Customer's Salesforce environment as part of ordinary Service operation.
3. **Customer Responsibilities.** Customer is responsible for:
1. data quality, legality, and permissions for use of Customer Data;
2. determining whether the Service configuration and use meet Customer's legal, regulatory, and compliance requirements;
3. implementing any required notices and consents for data processed in Customer's environment.
4. **Privacy Policy.** Company handling of account, billing, contact, and other administrative information is described in Company's Privacy Policy at [Privacy Policy URL].
5. **Additional Terms.** If the parties execute a separate data processing addendum or security addendum, that addendum applies only to the data and processing expressly covered by it.
## 8. AI Features
1. **Optional AI Functionality.** Certain Service features may include optional AI-assisted capabilities. Customer may choose whether to enable and use such features.
2. **Customer Direction.** Customer is solely responsible for deciding what inputs are submitted through optional AI features and for reviewing outputs before relying on them.
3. **Third-Party AI Processing Disclosure.** If Customer enables optional AI features that invoke third-party AI services, relevant inputs and outputs may be processed by the applicable third-party provider solely to provide those features.
4. **No Professional Advice.** AI-generated outputs are provided for informational and operational assistance only and are not legal, tax, accounting, or other professional advice.
## 9. Intellectual Property
1. **Company IP.** Company and its licensors retain all right, title, and interest in and to the Service, documentation, software, models, trademarks, and related intellectual property rights.
2. **Customer IP.** Customer retains all right, title, and interest in and to Customer Data.
3. **Feedback.** If Customer provides suggestions or feedback, Company may use such feedback without restriction or obligation.
4. **No Implied Rights.** No rights are granted except as expressly stated in these Terms.
## 10. Confidentiality
1. **"Confidential Information"** means non-public information disclosed by one party ("Disclosing Party") to the other ("Receiving Party") that is designated confidential or should reasonably be understood as confidential.
2. Receiving Party will:
1. use Confidential Information only to perform under these Terms;
2. protect Confidential Information using reasonable care, no less than it uses for its own similar information;
3. disclose Confidential Information only to personnel, contractors, and advisors who need to know and are bound by confidentiality obligations.
3. Confidential Information does not include information that:
1. is or becomes public without breach;
2. was already known without duty of confidentiality;
3. is independently developed without use of Confidential Information;
4. is rightfully received from a third party without duty of confidentiality.
4. Receiving Party may disclose Confidential Information if required by law, subpoena, or court order, provided it gives prompt notice where legally permitted.
## 11. Warranties and Disclaimers
1. **Mutual Authority Warranty.** Each party represents it has validly entered into these Terms and has legal power to do so.
2. **Service Warranty.** Company warrants that the Service will materially conform to applicable documentation during the Subscription Term.
3. **Disclaimer.** EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
## 12. Indemnification
1. **Company Indemnity.** Company will defend Customer against third-party claims alleging that the Service, as provided by Company and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, and will pay resulting damages and costs finally awarded or agreed in settlement, provided Customer:
1. promptly gives written notice of the claim;
2. grants Company sole control of defense and settlement; and
3. reasonably cooperates at Company's expense.
2. Company has no obligation for claims arising from:
1. Customer Data;
2. Customer's modifications not made by Company;
3. combination with products or services not provided by Company where the claim would not have arisen otherwise;
4. continued use after notice to stop due to an infringement claim.
3. If the Service is, or in Company's opinion is likely to be, subject to an infringement claim, Company may:
1. procure rights for continued use;
2. modify or replace the Service to be non-infringing; or
3. terminate affected access and provide a pro-rata refund of prepaid fees for the terminated remainder of the current term.
4. **Customer Indemnity.** Customer will defend, indemnify, and hold harmless Company from third-party claims arising from Customer Data or Customer's breach of these Terms, subject to the same notice/control/cooperation requirements.
## 13. Limitation of Liability
1. **Excluded Damages.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. **Liability Cap.** TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY UNDER THE APPLICABLE ORDER FORM(S) DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
3. The limitations in this Section do not apply to:
1. either party's fraud, gross negligence, or willful misconduct;
2. Customer's payment obligations;
3. either party's confidentiality obligations;
4. Customer's misuse of Company intellectual property.
## 14. Governing Law and Dispute Resolution
1. **Governing Law.** These Terms are governed by the laws of the State of Delaware, without regard to conflict-of-laws rules.
2. **Venue and Jurisdiction.** The parties consent to the exclusive jurisdiction and venue of state and federal courts located in Delaware for any dispute arising out of or relating to these Terms.
3. **Injunctive Relief.** Nothing in these Terms limits either party's right to seek injunctive or equitable relief in any court of competent jurisdiction for actual or threatened misuse of intellectual property or Confidential Information.
## 15. General Terms
1. **Changes to Terms.** Company may update these Terms from time to time. Updated Terms become effective on posting, except that materially adverse changes will apply on renewal unless otherwise required by law.
2. **Notices.** Legal notices must be in writing and sent to the addresses or emails designated by each party. Notices to Company should be sent to [Support Email] with a copy to [Legal Notice Email].
3. **Assignment.** Neither party may assign these Terms without the other party's prior written consent, except to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets.
4. **Force Majeure.** Neither party is liable for delay or failure caused by events beyond reasonable control, excluding payment obligations.
5. **Independent Contractors.** The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or fiduciary relationship.
6. **Entire Agreement.** These Terms and each Order Form constitute the entire agreement between the parties regarding the Service and supersede prior agreements on that subject.
7. **Severability and Waiver.** If any provision is held unenforceable, remaining provisions remain in effect. Failure to enforce a provision is not a waiver.
8. **Order of Precedence.** If there is a conflict between these Terms and an Order Form, the Order Form controls only for the conflicting subject matter if it expressly states it overrides these Terms.
If Customer does not agree to these Terms, Customer must not install, access, or use the Service.
Legal
Terms and Conditions
The content below is sourced from the repository legal file used for this site.