1. General
These general terms and conditions govern the relationship between CEZIUM (hereinafter referred to as the “Vendor”) and its customers (hereinafter each individually referred to as the “Customer”). These terms and conditions may be amended from time to time. The Vendor shall promptly inform the Customer of any substantial changes to its general terms and conditions.
2. SaaS
2.1. Object
The Customer and Vendor agree to enter into a software as a service agreement (hereinafter referred to as the “Agreement”). During the subscription period, the Customer will receive a non-exclusive, non-transferable right to access and use the Solution (as defined hereinafter) solely for its internal business operations subject to the terms of this Agreement.
The Customer acknowledges that this Agreement is a services agreement and the Vendor shall not deliver copies of the Solution to the Customer as part of the Saas services.
3. Customer’s obligations
The Customer cannot use the Solution for other purposes than as specified in this Agreement.
The Customer shall not distribute, sell, license or sub-license, let, trade or expose for sale the Solution to a third party.
The Customer shall ensure that the Solution retains all Vendor’s copyright notices and other proprietary legends and all trademarks or service marks of the Vendor.
4. Definitions
Following definitions and abbreviations may apply:
- Agreement: the general terms and conditions and the specific terms and conditions (as defined hereinafter).
- Calendar: Calendarz custom calendar which the user can access through the Appexchange button.
- Customer: the customer as defined in the Proposal containing the specific terms and conditions.
- Custom Content Block Private Event: A content block built in Content Builder which allows to use any event stored in an SFMC data extension.
- Custom Content Block Public Event: A content block built in Content Builder which allows to use an event created in Calendarz’ calendar.
- SFMC: Salesforce Marketing Cloud, cloud-based marketing software provisioned by Salesforce.com inc.
- Proposal: A document containing the specific terms and conditions (including, but not limited to, a description of the Solution in view of the specific context of the Customer and for which purposes it may be used in relation thereto).
- Services: The whole of provisioning the Solution and the support with any issues directly related to the Solution by the Vendor towards the Customer.
- Solution: The cloud-based software referred to as “Calendarz” which is developed and maintained by the Vendor, and provisioned to the Customer.
- Support Services: The provisioning of support with issues related to the solution by the Vendor towards the Customer.
- Vendor: CEZIUM, a simplified joint-stock company, with office at 10 rue de Richelieu, 75001 Paris, in France registered in the register of legal entities of Paris under number B 843 491 200.
- Working Day: A regular business day in France, with the exception of Saturdays, Sundays and public holidays.
5. Solution
5.1. Specifications
The Solution is an app integrated into Salesforce Marketing Cloud (SFMC) that allows the creation of events in a custom calendar, the possibility to easily add a calendar link in SFMC emails.
The app has three main components;
- An interface where the user can create public events
- A Custom Content Block named Public Events in Email Studio > Content Builder: which allows the user to add an “Add to calendar” button in an email using events created in Calendarz
- A Custom Content Block named Private Events in Email Studio > Content Builder: which allows the user to add an “Add to calendar” button in an email using events stored in data extensions.
5.1.1. Calendarz Interface
When clicking Calendarz from the button “Appexchange”, the user accesses an interface with:
- A calendar including:
- Different types of visualizations (list, month…)
- The possibility to create an event which is composed of:
- Name
- Location
- Dates,
- Description
5.1.2. Calendarz Public events Content Block
When creating an email, the user can drag-and-drop Calendarz Public event content block and:
- Search / Choose an event
- Choose which email provider links to add and in what order
- Choose how to display them
- Choose all graphic displays options
5.1.3. Calendarz Private events Content Block
When creating an email, the user can drag-and-drop Calendarz Private event content block and:
- Retrieve event data from a data extension
- Choose which email provider links to add and in what order
- Choose how to display them
- Choose all graphic displays options
5.2. Set-up
In order to use Calendarz, the Customer must provide the Vendor with his MID and Install the package in his MC org.
If the Customer expresses the need, the Vendor can set-up the Solution within the SFMC environment of the Customer, the Customer will provide the Vendor with at least one SFMC user account with full access for the Calendarz activation.
The Vendor aims to set-up the Solution within ten (10) Working Days as from the moment the Customer has provided (i) the above SFMC user account with the required access and (ii) all other requested or required information needed by the Vendor to start with the set-up. After set-up, no SFMC user account is needed anymore, though, temporary access to an account may be requested to resolve support issues.
5.3. Future Releases
The Vendor may at certain times release new features that aim to improve the overall user-friendliness and functionality of the Solution at no additional cost for the Customer.
5.4. Support
The Customer can report issues via the help button in the top right of Calendarz interface.
In the case of issues, the Vendor will use commercially reasonable efforts to promptly respond to each case, and will use commercially reasonable efforts to promptly resolve each case. Actual resolution time will depend on the nature of the case and the resolution. A resolution may consist of a fix, workaround or other solution in the Vendor’s reasonable determination.
The Customer may indicate the priority of issues and will describe issues to its best effort, including: Steps taken prior to the issue, screenshots, description of the issue, information regarding the browser or operating system used, remedial actions already attempted by the Customer, and any other information the Vendor may consider relevant to resolve the issue.
If needed, the Customer will provide the Vendor access to its SFMC environment through a user account with the specific goal of resolving issues or, if applicable, will ensure any of its affiliates or suppliers responsible for the administration of its SFMC environment can provide the necessary access.
5.5. Data deletion
The Vendor does not delete Customer data. It does not delete folders, data extensions or rows within the Customer data extensions.
However, the Vendor creates data extensions to store events. If the Customer deletes an event from the app, the related row in the data extension storing events will be deleted and the other way around if the customer deletes a data extension used by Calendarz the events will be unusable.
5.6. Uptime
An uptime of 99.5% is guaranteed. In case of prolonged outages lasting more than 24 hours, the subscription will be extended at no additional cost to the Customer with the duration of the downtime as sole and exclusive remedy for the Customer.
Excluded from the definition of ‘outage’ in the previous sentence is:
– Any planned downtime of which Vendor gives 24 or more hours’ notice via email and/or on-screen message within Calendarz. Vendor will use commercially reasonable efforts to schedule all planned downtime during the hours from 6.00pm Friday to Sunday 11pm GMT.
– Any period of unavailability lasting less than 15 minutes.
– Any unavailability caused by circumstances beyond Vendor’s reasonable control, including, without limitation, force majeure, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other label problems (other than those involving Vendor’s employees), denial-of-service attacks or third-party Internet service provider failures or delays.
5.7. Security
The Vendor warrants that the Solution complies and will comply with, as a minimum, the details set out in the Vendor’s security documentation.
6. Miscellaneous
6.1. Intellectual Property
The Vendor maintains full ownership of all intellectual property rights contained in or related to the Solution. The Customer does not have and/or may not claim any intellectual property rights other than the non-exclusive Object Code license granted herein.
6.2. Reference
The Vendor maintains full ownership of all intellectual property rights contained in or related to the Solution. The Customer does not have and/or may not claim any intellectual property rights other than the non-exclusive Object Code license granted herein.
6.3. Timing & Duration
The Agreement goes into effect as soon as both parties have signed and lasts for 12 months.
All subscriptions shall automatically renew for an additional 12 months, unless either party gives the other notice of non-renewal at least 60 days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term shall be the same as that during the immediately prior term unless the Vendor has given the Customer written notice of a price increase at least 90 days before the end of such prior term, in which case the pricing increase shall be effective upon any such renewal and thereafter. Any such pricing increase shall not exceed 8% of the pricing for the relevant services provided in the immediately prior subscription term.
6.4. Early termination
Each party may terminate the Agreement with immediate effect at any time upon sending a written notice to the other party in one of the following situations:
(a) if either party is bankrupt, or subject to any other insolvency proceeding (whether voluntary or involuntary), receivership, administrative receivership, assignment for the benefit of creditors, and/or liquidation; and/or
(b) if either party commits a material (unremedied) breach of the Agreement, fraud or anything of a similar nature.
6.5. Feedback
The Vendor may request the Customer to provide feedback, which the Customer will provide in a timely manner. This feedback may take the form of a survey, public review, or similar. The Vendor may use said feedback in any way in order to improve the quality of the Solution and the provision of Services.
6.6. Invoicing and Payment
Fees are due and payable within 30 days from the invoice date. The Customer is responsible for providing complete and accurate billing and contact information to the Vendor and notifying the Vendor of any changes to such information.
A late payment interest of 1% per month shall apply in case the Customer does not pay the fees within the 30 days payment term, and shall be due as from the first day following the 30-day payment term.
The Customer is responsible for covering any bank transfer costs, currency exchange costs, taxes, or other costs associated with the payment other than the subscription fee itself.
All amounts are due in euros.
All pricing is exclusive of VAT.
