Last Date Updated: July 30th, 2023
These Terms of Service ("Agreement") apply to the services provided by the AgentsForce entity set forth in the SOW (“AgentsForce”) to customers who signed a written statement of work with AgentsForce (“Customer” and “SOW”, respectively):
1.1 AgentsForce provides a SaaS solution for automated response to customer support tickets using artificial intelligence ("Solution"). Customer will provide AgentsForce with tickets received from its customers (“Customer Data”), which will be processed through the Solution in order to automatically respond to customers using artificial intelligence. The generated output is meant to be then used by Customer’s human agents in order to improve their efficiency.
1.2 Customer shall grant AgentsForce with access to its ticketing management system with authorization to respond to customer correspondences, in order to provide services to Customer and authorization to see the final status of queries of Customer’s customers.
1.3 AgentsForce shall provide maintenance and support to Customer and shall make best efforts to respond to critical support issues within 24h and resolve (or find a workaround) material errors within a week. If any critical error in a material feature of the Solution is not resolved within seven (7) days, Customer may terminate the Agreement upon written notice. All support tickets must be sent to email@example.com
Each party hereby warrants and represents that it is authorized to enter into this Agreement. Customer warrants and represents that it is authorized to provide the Customer Data to AgentsForce and has obtained all required permits, consents and authorizations from the data subjects in respect thereof or otherwise established another valid legal basis for processing such data.
In consideration for the Services Customer shall pay AgentsForce the fees set forth in the SOW. The fees are exclusive of sales tax or other taxes, which will be borne by Customer (except for taxes on AgentsForce’s income). Unless otherwise set forth in the SOW, all fees shall be paid within thirty (30) days of AgentsForce’s invoice. Without prejudice to its other remedies, AgentsForce shall have the right to charge interest on any overdue invoices at the rate of 1½% per month (or the maximum rate permitted under applicable law, if lower) from the date when payment of the invoice becomes due for payment up to and including the date of actual payment.
Each party (“Receiving Party”) may have access to certain non-public or proprietary information or materials of the other party (“Disclosing Party”) whether in tangible or intangible form (“Confidential Information”). Without derogating from the foregoing, the emails provided by Design Partner shall be deemed as Design Partner’s Confidential Information and the Solution and terms of the Agreement shall be deemed as Confidential Information of AgentsForce. Receiving Party may use the Confidential Information solely for the purpose of exercising its rights under this Agreement. Receiving Party shall not disclose or make available the Confidential Information to any third party, except to its employees and consultants that have a need-to-know such information and who are bound by written confidentiality obligations at least as protective as provided herein. Receiving Party shall protect the Confidential Information using measures at least as protective as those taken to protect its own confidential information of like nature (but in no event less than a reasonable level of care). Receiving Party will promptly notify the Disclosing Party in writing in the event of any actual or suspected unauthorized use or disclosure of any Confidential Information. Confidential Information shall not include: (i) information that was in the public domain at the time of disclosure or becomes in the public domain after disclosure not due to breach of this Agreement by Receiving Party; (ii) information that was already in the possession of the Receiving Party before disclosure herein; and (iii) information disclosed to Receiving Party by any third party who is not subject to confidentiality restrictions. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information that it is required to disclose pursuant to applicable laws or an order of any competent authority or court, provided that Receiving Party shall, if permitted by law, notify Disclosing Party in advance of such disclosure in order to enable Disclosing Party to seek confidential treatment or a protective order and shall disclose only that portion of the Confidential Information that is required by law.
6.1 Customer retains all right, title and interest in and to the Customer Data, which shall remain owned by Customer.
6.2 The Solution and any technology used by AgentsForce in order to provide the services, AgentsForce Confidential Information and all improvements, enhancements and derivatives of any of the foregoing and all intellectual property rights thereto ("AgentsForce IPR") are exclusively owned by AgentsForce and/or its licensors. All feedback and suggestions provided to AgentsForce regarding the Services shall be deemed as AgentsForce IPR. This Agreement does not convey to Customer any right, title or interest in the AgentsForce IPR except for the license to use the Solution pursuant to Section 1 above and a perpetual, royalty-free license to use all email responses generated by the Solution and provided to Design Partner herein.
7.1 AgentsForce shall defend Customer against any third-party claim or demand alleging that the AgentsForce Solution infringe the intellectual property rights of a third party (for the purposes of this Section, “Claim”). AgentsForce shall indemnify and hold Customer harmless against any damage, loss or liability arising from a Claim and finally awarded in judgment or agreed in settlement.
7.2 Customer shall defend AgentsForce against any third party claim or demand alleging that the transfer and use of Customer Data as contemplated herein violate or infringe any laws or the rights of any data subject (for the purposes of this Section, “Claim”). Customer shall indemnify and hold AgentsForce harmless against any damage, loss or liability arising from a Claim and finally awarded in judgment or agreed in settlement.
7.3 The indemnified party shall: notify the indemnifying party of a Claim, promptly after becoming aware thereof; render full control over the defense and settlement of the Claim to the indemnifying party; and provide reasonable assistance in the defense at indemnifying party’s expense.
EXCEPT AS EXPLICITLY SET FORTH HEREIN, THE SERVICES AND THE SOLUTION ARE PROVIDED “AS IS”, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. AGENTSFORCE DOES NOT WARRANT ANY SPECIFIC RESULT FROM USE OF THE SOLUTION. GENERATED RESPONSES SHALL BE USE AT CUSTOMER’S RISK.
EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATION HEREIN, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR LOSS OF DATA. EXCEPT FOR CLAIMS ARISING FROM BREACH OF CONFIDENTIALITY AND THE INDEMNIFICATION OBLIGATION HEREIN, AGENTSFORCE'S OR ITS AFFILIATES’ AGGREGATE LIABILITY SHALL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY CUSTOMER TO AGENTSFORCE HEREIN DURING THE TWELVE (12) MONTHS PERIOD PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM.
Either party may use the other party’s name and logo on its website and other marketing materials and presentations in order to refer to this engagement.
11.1 This Agreement shall be in force for the term set forth in the SOW (“Initial Term”). At the end of the Initial Term and each renewal term, the term of the Order shall automatically renew for additional twelve (12) months periods, unless either party notifies the other party in writing of its election not to renew the Agreement at least thirty (30) days prior to the renewal date.
11.2 Notwithstanding the termination or expiration of this Agreement, Sections 2-4 and 6-10, 11.2 and 12 shall survive and remain in effect in perpetuity. Upon termination or expiration of this Agreement Each party shall delete or return, at the other party’s discretion, all Confidential Information of the other party. AgentsForce does not provide backup for customer responses generated by the Solution.
(i) This Agreement and the SOW is the entire agreement between Customer and AgentsForce in respect of the subject matter herein and this Agreement shall not be modified except as provided herein; (ii) this Agreement shall be construed and governed in accordance with the laws of and be subject to the exclusive jurisdiction of: (i) for Customers registered in the USA, the State of Delaware, USA and the Federal and State courts of Delaware, USA; and (ii) for Customers registered anywhere else in the world, the State of Israel and the competent courts of Tel Aviv-Jaffa, Israel, and each party hereby submits itself to the exclusive jurisdiction of these courts; (iii) neither party may assign or otherwise transfer this Agreement or any of its rights and obligations under this Agreement to any third party without the prior written consent of the other party. Any unauthorized assignment will be void and of no force or effect. Notwithstanding the foregoing, AgentsForce may assign and transfer all of its rights and obligations herein in connection with a merger, consolidation, reorganization or sale of all or substantially all of its assets; (iv) unless otherwise expressly provided, no provisions of this Agreement are intended or shall be construed to confer upon or give to any person or entity other than Customer and AgentsForce, any rights, remedies or other benefits under or by reason of the Agreement; (v) no failure or delay by either party in exercising any right, power or remedy shall operate as a waiver thereof. Waivers must be explicit and in writing.