Terms & Conditions
End-User Licence Agreement (EULA)
Last updated at: 12/07/2020
The following End User License Agreement applies to the software (hereinafter referred to as "App") purchased or used by you from LightBlaze GmbH, Gladbacher Straße 43, 50672 Cologne, Germany (hereinafter referred to as "LightBlaze").The End User License Agreement governs the contractual relationship between you or the organization you represent and LightBlaze, in which salesforce.com Germany GmbH, Erika-Mann-Straße 31-37, 80636 Munich, Germany (hereinafter referred to as "salesforce"), is not a party.
1. Parties and subject of the contract
- Any use of the App is solely based on the current End User License Agreement. The parties to this Agreement are LightBlaze and the organization you represent (including, without limitation, if you are using the App as an employee, your employer) or, in the absence of such organization, you personally (the "Customer").In the event of doubt, the customer shall be deemed to be the entity identified as the company in the confirmation of the installation details within theAppExchange operated by Salesforce, in the details of the profile used for installation.
- The subject matter of the agreement is the granting of a right to use the App to the customer for the duration of the agreement and his payment to LightBlaze.
- By way of exception, the parties agree that Salesforce operates its services, the use of which by the customer is subject to contracts between the customer and Salesforce. LightBlaze is not a party to these contracts. One such service is the AppExchange through which the customer obtains the LightBlaze App. Another one is the ISV Force Service, one of the links between the LightBlaze App and the Salesforce Services.
- To enable legitimate use of the App in conjunction with salesforce services, LightBlaze purchases ISV Force Service subscriptions from Salesforce. The parties understand that LightBlaze will procure ISV Force Service subscriptions to execute the Agreement with Customer to an extent consistent with the rights of use of the App, depending on the number of end-users or the "org" or"organization" within Salesforce Services. This refers to a unique instance of the Services, a separate set of customer data and customer-specific service customizations held by Salesforce in a logically separate database (i.e., a database separated by password-controlled access) according to the contract with the customer.
- End User means a person authorized by the customer to use the App, to whom the customer has provided a right of use to LightBlaze and to whom the customer or Salesforce has provided a user identification and password within Salesforce's services at the customer's request. End Users may include but are not limited to employees, consultants, contractors and agents of the customer, an authorized employee or agent of LightBlaze, and third parties with whom the customer does business.
2. Conclusion of contract, login data
- Confirmation of the installation details within the AppExchange operated by Salesforce establishes the contract between LightBlaze and Customer. Unless the App is purchased directly from the AppExchange operated by Salesforce, the agreement between LightBlaze and the customer becomes effective upon completing the installation routine or use of the App.
- The customer is prohibited from disclosing login data used to use the App to unauthorized third parties and from allowing unauthorized third parties access to the App by circumventing the login. Against this background, it is agreed that all actions using the customer's login data are attributable to the customer, unless the customer refers in individual cases to a misuse of his login data by a third party for which the customer is not responsible.
3. Contractual Use, Relationships withSalesforce
- The App can and may be used by the customer solely for the purposes defined by LightBlaze and communicated in connection with the App, which is related to salesforce services. Use of the App outside of the Salesforce Services is not intended, and the customer is prohibited from circumventing any implemented usability restrictions.
- The usability of the App for the customer is dependent on the customer having access to the services of Salesforce, through which the customer has collected and managed customer data. It is technically dependent on the customer's contribution to enable access to its "org" or "organization" within Salesforce's services.
- At the beginning, the App is limited to the duration of the trial phase. Unless otherwise specified by LightBlaze, this is two weeks. LightBlaze may exercise a right of retention in individual cases (e.g., due to customer default) by preventing the use of the App.
- Customer understands that Salesforce uses a license management application (LMA) to manage leads and permissions to use apps delivered through the AppExchange. The License Management Application is provided as part of the ISV Force Service, and the customer agrees to its use in connection with the LightBlaze App.
- LightBlaze may at any time block or delete individual functions or content of the App or restrict the usability of the App for the customer as a whole, for example, if there is a suspicion that they violate applicable law or the rights of third parties. The customer has no claim to the maintenance of individual functions of the App, a specific appearance of the App, or a particular design of the App's information.
- LightBlaze owes an effort to ensure that the App runs smoothly. LightBlaze's obligations are limited to the conditions and properties of the App over which LightBlaze has control. LightBlaze is authorized to restrict the use of the App for relatively short periods or periods of insignificant duration due to maintenance work, capacity issues, and other events beyond LightBlaze's control.
- LightBlaze is authorized to technically enforce an update of the App used by the customer.The customer's right of use continues with the new version of the App and then only includes the latest version. This shall not change the contractual relationship.
- The Customer acknowledges and agrees that LightBlaze has no control over any such restrictions on the App's usability triggered or imposed by Salesforce itself or by law. In particular, Salesforce has reserved the right to perform security audits of the App for LightBlaze. Such audits may result in downtime or other adverse effects on the App.
- Customer acknowledges and agrees that use of the App or the App's designated functions will result in changes to customer data within Salesforce services. The customer's regular operation of the App does not allow LightBlaze to access customer data. In individual cases, at the customer's request, LightBlaze may access or use customer data to prevent or correct service or technical problems during maintenance and answer customer support questions.
- Customer acknowledges and agrees that LightBlaze must disclose to Salesforce all relevant information regarding the customer relationship between LightBlaze and Customer, including, without limitation, the service order for obtaining the ISV Force Services subscriptions and for purposes of commission payments to Salesforce. This includes, but is not limited to, customer's name and location, Customer's Org Identification Number, the name and quantity of the ISV Force Services subscription type, the effective start date of the customer relationship, information about durations and automatic renewals, the date LightBlaze receives the customer's order, and the amount of the customer's monthly fees to LightBlaze.
4. Customer Service
- LightBlaze provides customer support during regular business hours in a web-based wiki accessible to customers.
- In addition to the web-based customer support, customers may contact LightBlaze with specific questions, if agreed, via a dedicated support form. Such support requests from customers will be responded to by LightBlaze regularly within one business day or other defined response time with an initial assessment.
- The Customer is advised that all customer support issues regarding the App, including technical support, can only be addressed to LightBlaze. The customer cannot and will not receive any support from Salesforce regarding the App, and the customer should refrain from contacting Salesforce regarding the App.
5. Confidentiality of customer data
- Customer may grant LightBlaze access to its "Org" or "Organization" within Salesforce Services on a case-by-case basis by allowing LightBlaze to log in. The customer is advised that the extent to which LightBlaze can access customer data can be controlled solely by the customer by granting access rights based on this login.
- To the extent that LightBlaze has access to customer data, LightBlaze is obligated to keep this data confidential. LightBlaze is not authorized to provide third parties with access to such data, including the resulting prohibition on the use of Subcontractors to offer such services that may potentially give LightBlaze access to customer information. LightBlaze is also obligated to limit such access within its organization based on the need-to-know principle.
- If the customer needs to provide LightBlaze access to its "org" or "organization" within Salesforce's services, that results or may result in the disclosure to LightBlaze of such Customer Data that is personal data as defined by Regulation (EU) 2016/679, the parties will enter intoseparate agreements to provide such customer service. For this purpose, the parties shall use the current model contract annex for order processing, prepared, edited, and published by "Bitkom e. V. Bundesverband Informationswirtschaft, Telekommunikation und neue Medien e. V., Berlin".
6. Testing, fees to LightBlaze
- When you purchase or start using the App, a free trial phase starts. During the trial period, the parties will determine the monthly fees according to LightBlaze's price list and the customer's characteristics (e.g., non-profit organization, the extent of use of salesforce services, etc.).
- Customer shall pay LightBlaze a monthly fee for use outside of the trial period. Customer shall not owe any payments to Salesforce for the use of the App.
- The customer is obligated to pay the monthly fee for up to one year in advance upon request from LightBlaze. Such a request is, in particular, the issuing of a corresponding invoice.
- Changes in the scope of the rights of use, which the customer and LightBlaze may agree upon at any time, will be charged pro-rata temporis and, if applicable, retroactively, depending on the time at which the changes take effect.
- Invoices from LightBlaze are due for immediate payment. The customer shall settle any payment claims from LightBlaze by bank transfer to one of LightBlaze's accounts. LightBlaze is not obligated to accept cash payments.
- The customer shall be in default of payment, without the need for a reminder, at the latest if he has not made payment within 20 days of the due date and receipt of an invoice or equivalent payment schedule.
7. Information and cooperation obligations ofthe user
- The customer must provide LightBlaze with information about pricing factors at any time upon request. In particular, the customer must provide LightBlaze with a screenshot of the information within his use of the salesforce services, including the presentation of the user licenses in the company information, at least as far as the number of licenses and the so-called "Org" ID is included.
- Customer shall refrain from any activity that is likely to interfere with the App or Salesforce Services operation.
- Should any disruptions occur in the use of the App or its functionalities, the customer shall immediately notify LightBlaze. The notification shall include all relevant information regarding the context of the disruption, which is known to the customer. At LightBlaze's request, the customer will assist in troubleshooting and answer questions from LightBlaze.
- The backup of customer data is the customer's sole responsibility. Salesforce's obligations to retain a Customer's data are set forth solely in Salesforce's agreement with customer.
- In the event of termination of this Agreement, Customer shall request a copy of its Customer Data from Salesforce because Salesforce is not obligated to store data related to the App's features beyond the termination of this Agreement between Customer and LightBlaze, and data loss is possible as a result. Salesforce will provide customer with the Customer Data in accordance with the documentation for theApp.
- The customer understands that any changes to the Customer Data that the customer may make with the App, but outside of the Salesforce Services, will not be recorded in Customer Data within the Salesforce Services. Customer shall perform any such changes and any import operations at customer's own risk upon LightBlaze's express warning. If Customer data is transferred or used outside of the Salesforce Services, neither LightBlaze nor Salesforce is responsible for the privacy, security, or integrity of Customer Data.
8. Claims of the customer in case of defects
- LightBlaze's strict liability for initial defects is contractually excluded.
- The customer's rights in the event of material defects and defects of title shall be governed by the statutory provisions unless otherwise provided below. A defect shall only exist if the customer proves a negative deviation of the App's actual condition from the target condition.
- The customer must inspect the App immediately after installation, as far as this is feasible in the ordinary course of business, and, if a defect is found, notify LightBlaze immediately. If a defect only becomes apparent at a later date, LightBlaze must be notified immediately. Notification is considered immediate if it is made within two weeks of the customer becoming aware of the defect, whereby timely dispatch of the notification is sufficient to meet the deadline. If the customer fails to inspect the product or report defects properly, LightBlaze is not liable for any defects not reported.
- LightBlaze will bear the expenses necessary for testing and subsequent performance if a defect is present. However, if a customer's request to have a defect remedied proves to be unjustified, LightBlaze may demand reimbursement of the resulting costs from the customer.
- The customer's claims for damages or compensation for futile expenses shall only exist in accordance with the provisions of Section 8 and shall be excluded in all otherrespects.
9. Adhesion of LightBlaze
- LightBlaze is liable for damages and reimbursement of wasted expenses - regardless of the legal basis - in cases of intent and at least gross negligence. In other instances, LightBlaze shall be liable for damages resulting from death, personal injury, or damage to health, as well as for damages resulting from the violation of an essential contractual obligation (an obligation whose fulfillment is vital for the proper execution of the contract and on whose fulfillment the contractual partner regularly relies and may rely). However, in the latter case, liability shall be limited to compensation for foreseeable, typically occurring damages. Otherwise, liability for damages and compensation for futile expenditure is excluded.
- The above limitations of liability do not apply if LightBlaze has fraudulently concealed a defect or has assumed a guarantee for the App's quality. The same applies to customer claims under the Product Liability Act.
- LightBlaze is liable to the customer for subcontractors' actions as if they were their own. LightBlaze is only authorized to use subcontractors to perform services unless expressly excluded in these end-user license agreement.
10. Indemnity claim against the customer
- The customer shall indemnify and hold LightBlaze and its employees or agents harmless from and against any claims by third parties arising out of the user's actions in connection with the use of the App in the event of any alleged or actual infringement or violation of third party rights. The obligation to indemnify shall not apply if the customer proves that he is not at fault. The customer shall indemnify and hold LightBlaze harmless, upon the first request, from any reasonable costs incurred by LightBlaze as a result of any third party claim, including the fees of reasonable legal defense.
11. Duration of contract and termination
- The contract has an initial term that corresponds to the scope of the trial phase. If the parties determine the amount of the monthly fee, and LightBlaze then releases the App for use by the customer, the contract will be extended for the agreed minimum duration. Unless otherwise specified, the minimum term is 1 year (standard minimum period).
- The contract shall be extended at the end of each term by one year in each case unless it is terminated by one of the parties at least 30 days before the end of the current period.
- The right to extraordinary termination for a good cause remains unaffected.
- Any termination requires text form in the sense of § 126b BGB to be effective.
12. Changes to the End User License Agreement
- LightBlaze may at any time remove, modify, or add any provision of the End User License Agreement with future effect.
- The customer shall be notified of any change or amendment to the End User License Terms or a new version of the End User License Terms at least six weeks before they take effect. If a new term of the agreement with the customer begins after the announced date of entry into force, i.e., if the customer has not terminated the agreement before, the following shall apply its consent to the validity of the new version of the End User License Agreement instead of the old version from the time of the beginning of the new term as granted.
13. Final provisions
- The contract language is German. If translations into other languages are done forinformation purposes, the German version shall be decisive for the contract'scontent.
- The contract shall be governed by the Federal Republic of Germany's law, excluding the UN Convention on Contracts for the International Sale of Goods (CISG) and the conflict of laws provisions; the law of free choice of law shall remain unaffected.
- If the customer is a merchant, a legal entity under public law, or a special fund under public law, the registered office of LightBlaze shall be the exclusive place of jurisdiction - including international jurisdiction - for all disputes arising from the contract and in connection with the conclusion of the contract. This also applies if the customer does not have a general place of jurisdiction in Germany and if the customer has moved its registered office outside the area of application of the German Code of Civil Procedure (ZPO) after the conclusion of the contract or if its registered office or usual place of residence is unknown at the time the action is filed. This agreement on the place of jurisdiction shall not apply if the legal dispute relates to claims under non-pecuniary law which are assigned to the local courts without regard to the value of the subject matter of the dispute or if the legal dispute is subject to an exclusive place of jurisdiction by operation of law.
- Should individual provisions of the contract be or become void, ineffective, or impracticable, the contract's remaining provisions' effectiveness shall not be affected.