Terms & Conditions

1. Introduction

These Terms & Conditions (“Terms”) govern your access to and use of the Nuera Apps applications (“App”) provided by Nuera Apps (“Provider”, “we” or “us”) through the Salesforce AppExchange (“Marketplace”). By installing, accessing or using the App, you agree to be bound by these Terms.

2. Definitions

  • “Customer” or “You” means the company or individual who installs or uses the App.
  • “Salesforce” means Salesforce.com, Inc. and its affiliates.
  • “Documentation” means all user guides, instructions and help files provided by Provider for use of the App.
  • “Authorized Users” means your employees or contractors who are authorized to use the App on your behalf.

3. License Grant

Subject to your compliance with these Terms and payment of all applicable fees, Provider hereby grants you a non-exclusive, non-transferable, revocable license to install and use the App within your Salesforce organization(s) solely for your internal business purposes.

4. Permitted Use

  • You may deploy and use the App in any Salesforce environment (Production, Sandbox, Developer) to the extent authorized by your license.
  • Authorized Users may access and use the App only in accordance with these Terms and the Documentation.

5. Restrictions

You shall not, and shall not permit any third party to:

  • Sell, sublicense, distribute or otherwise transfer the App or Documentation to any third party;
  • Reverse engineer, decompile, disassemble or otherwise attempt to derive source code from the App;
  • Modify, adapt or create derivative works based on the App;
  • Remove, obscure or alter Provider’s or Salesforce’s proprietary rights notices;
  • Use the App to develop a competitive product or service.

6. Intellectual Property

  • All rights, title and interest in and to the App, the Documentation, and any related materials remain with Provider or its licensors.
  • Salesforce and AppExchange are trademarks of Salesforce.com, Inc. and are used under license.

7. Fees and Payment

  • Some features of the App may require payment of subscription or usage fees as set forth on the AppExchange listing or in a separate Order Form.
  • Fees are non-refundable except as expressly provided in these Terms or in an applicable Order Form.
  • All fees are exclusive of taxes; you shall be responsible for all applicable taxes.

8. Support and Maintenance

  • Provider will make the App Documentation available and provide support during Provider’s normal business hours, as described on the AppExchange listing.
  • Updates, upgrades and bug fixes will be provided at Provider’s discretion.

9. Confidentiality

Each party agrees to treat as confidential all non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential (“Confidential Information”). Confidential Information does not include information that is or becomes publicly available other than through breach of these Terms.

10. Warranties and Disclaimers

  • Mutual Warranty: Each party warrants that it has the right to enter into these Terms.
  • Provider Warranty: The App will perform materially in accordance with the Documentation.
  • Disclaimer: EXCEPT AS SET FORTH ABOVE, THE APP IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING LOST PROFITS OR REVENUES), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PROVIDER’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL NOT EXCEED THE FEES PAID BY YOU IN THE TWELVE MONTHS PRECEDING THE CLAIM.

12. Indemnification

You agree to indemnify, defend and hold harmless Provider and its officers, directors, employees and agents from and against any third-party claims arising out of (i) your misuse of the App, (ii) your violation of these Terms, or (iii) your violation of applicable law.

13. Term and Termination

  • Term: These Terms commence on the date you install the App and continue until terminated.
  • Termination for Cause: Either party may terminate these Terms immediately upon written notice if the other party materially breaches and fails to cure within thirty (30) days.
  • Effect of Termination: Upon termination, your license to use the App immediately ends, and you must uninstall or cease all use of the App. Sections 5 (Restrictions), 6 (Intellectual Property), 9 (Confidentiality), 10 (Disclaimers), 11 (Liability), 12 (Indemnification), and 15 (General) shall survive.

14. Governing Law and Dispute Resolution

These Terms are governed by the laws of [Your Governing Jurisdiction], without regard to conflict of law principles. Any dispute arising under or in connection with these Terms shall be resolved exclusively in the state or federal courts located in [Your Venue], and each party consents to the personal jurisdiction of such courts.

15. General Provisions

  • Entire Agreement: These Terms, together with any Order Forms, constitute the entire agreement between the parties regarding the App.
  • Amendments: Provider may modify these Terms by posting a revised version in the AppExchange listing; modifications will apply prospectively and will not affect any rights or obligations accrued prior to the effective date.
  • Severability: If any provision is held unenforceable, the remainder will remain in full force and effect.
  • Assignment: You may not assign these Terms without Provider’s prior written consent; Provider may assign without consent.
  • Relationship of Parties: The parties are independent contractors; nothing in these Terms creates an agency, partnership or joint venture.

If you have any questions or require further clarification regarding these Terms, please contact us at contact@nueraapps.com.