You may install and use ControlLayer in the Salesforce orgs you have subscribed for. You keep your data. The product is fully native and never sends data to us. You decide which of your own automations may be bypassed and when; we are responsible for the software working, not for that decision. During early access the software is free and provided as-is, with no service level commitment. The sections below are the enforceable version of that paragraph.
Contents
- This agreement
- Definitions
- Salesforce is required, and is not a party
- License grant
- Restrictions
- Early access program
- Governance decisions are yours
- Your data
- Fees and payment
- Support
- Ownership
- Feedback
- Confidentiality
- Warranties and disclaimer
- Limitation of liability
- Indemnification
- Term and termination
- Export and compliance
- Governing law and venue
- General
1. This agreement
This Software License Agreement (the “Agreement”) is between Interactive Ties LLC, a limited liability company organized under the laws of the State of New York at 2379 Hobblebush Lane, Lake View, New York 14085-9447 (“we,” “us,” “our”), and the organization installing or using the Software (“you,” “your,” “Customer”).
You accept this Agreement by installing the Software, by using it, or by signing an order form that references it, whichever happens first. The individual accepting represents that they are authorized to bind the Customer. If you do not accept, do not install the Software, and uninstall it if you already have.
If you obtained the Software through the Salesforce AppExchange, the AppExchange terms also govern that transaction; this Agreement governs your license to and use of the Software itself.
2. Definitions
- Software means the ControlLayer managed package, including any updates, upgrades and patches we make available, and its accompanying documentation.
- Org means a Salesforce instance for which you hold a valid subscription from Salesforce, Inc.
- Subscribed Org means an Org covered by an order form, an AppExchange transaction, or your admission to the early access program.
- Customer Data means all data, records and configuration in your Org, including anything the Software creates there such as bypass windows and audit records.
- Documentation means the material we publish at controllayer.app/docs/.
3. Salesforce is required, and is not a party
The Software is a native managed package. It runs only inside Salesforce and does nothing without it. You are responsible for obtaining and maintaining your own valid Salesforce subscription, at an edition supporting managed packages, and for all fees owed to Salesforce. Your use of the Salesforce platform is governed by your agreement with Salesforce, not by this one.
Salesforce, Inc. is not a party to this Agreement, has no obligations under it, and is not responsible for the Software. We are an independent publisher and are not affiliated with or endorsed by Salesforce except as any AppExchange listing states.
Because the Software depends on platform behavior we do not control, we are not liable for any failure or degradation caused by changes Salesforce makes to its platform, by Salesforce outages or governor limits, or by your Org's configuration, customizations or other installed packages. Where such a change breaks the Software, we will make commercially reasonable efforts to adapt it.
4. License grant
Subject to your compliance with this Agreement and payment of any applicable fees, we grant you a non-exclusive, non-transferable, non-sublicensable, worldwide license, during the term, to install and use the Software in your Subscribed Orgs for your own internal business purposes, and to use the Documentation in support of that use.
Unless an order form says otherwise, a license for a production Org includes use in that Org's associated sandbox and developer environments for testing, staging and training. We encourage that use; our own Documentation tells you to start there.
5. Restrictions
You will not, and will not permit anyone else to:
- Copy, modify, translate or create derivative works of the Software, except for the configuration the Documentation instructs you to perform in your own Org;
- Reverse engineer, decompile or disassemble the Software, or attempt to derive its source code, except to the extent that restriction is unenforceable under applicable law;
- Sell, resell, rent, lease, sublicense, distribute or otherwise make the Software available to any third party, or use it to operate a service bureau or provide services to third parties;
- Use the Software in an Org that is not a Subscribed Org, or exceed any usage limits in an order form;
- Remove, obscure or alter any proprietary notice in the Software or Documentation;
- Use the Software to develop, or to gather information for developing, a competing product;
- Circumvent or disable any guardrail, limit or audit mechanism in the Software, or falsify the records it produces;
- Use the Software unlawfully, or in violation of your agreement with Salesforce.
To be explicit about the second-to-last item: the audit trail is the product. Deliberately tampering with it is a material breach of this Agreement.
6. Early access program
While you are in the early access program, the following apply and prevail over anything inconsistent elsewhere in this Agreement:
- No fee. The Software is provided at no charge, in sandbox and production, for the duration of the program. We collect no payment details during early access.
- Pre-general-availability. The Software is under active development. It may contain defects, its behavior and interfaces may change between releases, and features described on our roadmap may change or never ship.
- No service level commitment. We provide no uptime, response time or availability commitment during early access. Support is provided on a commercially reasonable efforts basis.
- Provided as-is. Notwithstanding section 14, the Software is provided during early access strictly “AS IS,” without warranty of any kind, and the limited warranty in section 14.2 does not apply until general availability.
- Preferred pricing. If we admit you to the program and you remain in it in good standing through general availability, we will offer you the preferred pricing we have communicated to you in writing. Preferred pricing does not oblige you to purchase, and does not oblige us to continue the Software indefinitely.
- Either of us may stop. You may leave the program at any time by uninstalling. We may end the program, or your participation in it, on thirty (30) days' written notice, except that we may act immediately in the case of a material breach or a security risk.
- Roadmap input. The program includes direct input to our roadmap. Input is not a commitment to build anything, and is governed by section 12.
This section stops applying when you transition to a paid subscription under an order form, at which point the rest of this Agreement applies in full.
7. Governance decisions are yours
The Software's purpose is to make the temporary suspension of your own Salesforce automation governed, time-bound and auditable. When you open a bypass window, the Software does what you told it to: it suspends enforcement of the automation you selected, for the scope and duration you specified, and records that it did so.
We are responsible for the Software behaving as documented. You are responsible for the decision. Specifically, you are responsible for:
- Which validation rules, flows and triggers you instrument for governance, and which you leave enforced at all times;
- Who in your organization may open a bypass window, and the approval process, if any, that precedes it;
- The scope and duration of each window, and the org-level guardrails you configure;
- Reviewing the audit records the Software produces; producing them is our job, reading them is yours;
- The integrity, quality and regulatory compliance of the data written to your Org during a bypass window, and of your records generally;
- Testing every configuration in a sandbox before applying it to production, and maintaining backups adequate to your own recovery requirements.
You acknowledge that suspending automation carries inherent risk that governing it reduces but does not eliminate, and that no representation to the contrary has been made to you.
8. Your data
As between you and us, you own all Customer Data, including the bypass windows, configuration and audit records the Software creates in your Org. We acquire no right to it.
The Software is 100% native. It runs entirely within your Org and does not transmit Customer Data to us or to any third party. There is no telemetry, no external service call and no phone-home. We hold no copy of your Customer Data and have no ability to access your Org except as you grant it.
Where you do grant us access (login access for support, a screen share, an exported log or a screenshot) we process what we see solely to provide the support you requested, as a processor acting on your instructions. Our Data Processing Addendum governs that processing and is incorporated into this Agreement where it applies to you. Personal information we hold about your personnel as business contacts is covered by our Privacy Policy.
Because we hold no copy of Customer Data, we cannot restore it for you. Backup and recovery of your Org is yours and Salesforce's, not ours.
9. Fees and payment
Fees, the number and type of Subscribed Orgs, the subscription term and the payment schedule are set out in the order form or AppExchange transaction under which you obtained the Software. During early access there are none; see section 6.
Where fees apply: they are stated in U.S. dollars, are due within thirty (30) days of invoice, and are non-refundable except as expressly stated in this Agreement. Fees are exclusive of taxes, and you are responsible for all taxes other than those on our net income. Undisputed amounts more than thirty (30) days overdue may accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and we may suspend the Software after giving you at least ten (10) days' written notice and a chance to cure. Subscriptions renew for successive terms equal to the expiring one unless either party gives notice of non-renewal at least thirty (30) days before the end of the current term. We may change fees effective at a renewal, on at least forty-five (45) days' notice before the renewal date.
10. Support
We provide support by email at early@controllayer.app during our normal business hours, on a commercially reasonable efforts basis, for the Software operating as documented. Support does not include your Salesforce platform, your Org's other customizations or packages, work we would consider consulting or implementation services, or defects caused by your modification or misuse of the Software.
We may make updates, upgrades and patches available from time to time. Managed package upgrades are installed by you, not pushed by us, except where a critical security or data-integrity fix warrants a push upgrade, which we will notify you about. Keeping the Software reasonably current is your responsibility, and we support only the current release and the one before it.
11. Ownership
We and our licensors retain all right, title and interest in and to the Software and Documentation, including all intellectual property rights in them. This Agreement grants a license, not a sale, and confers no rights other than those expressly stated. All rights not expressly granted are reserved.
12. Feedback
If you give us suggestions, ideas, feature requests, bug reports or other feedback, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and exploit it without restriction or obligation to you. We may build what you asked for and sell it to everyone else; that is the point of asking. Feedback is not your Confidential Information unless you mark it as such in writing before sending it.
13. Confidentiality
“Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Our Confidential Information includes the Software's non-public functionality and any pre-release roadmap we share with you. Yours includes your Customer Data and your non-public business information.
Each party will use the other's Confidential Information only to perform under this Agreement, will protect it with at least reasonable care, and will not disclose it except to employees, contractors and advisors who need it and are bound by comparable obligations. These obligations do not apply to information that is or becomes public without breach, was known without obligation before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information where legally compelled, having given the other reasonable prior notice where lawful. These obligations continue for three (3) years after termination, and indefinitely for anything that constitutes a trade secret.
14. Warranties and disclaimer
14.1 Mutual. Each party warrants that it has the authority to enter into this Agreement.
14.2 Limited warranty. For paid subscriptions, we warrant that for ninety (90) days following your initial installation the Software will perform substantially in accordance with the Documentation. If it does not, your exclusive remedy and our entire liability is that we will use commercially reasonable efforts to correct the Software, and if we cannot do so within a reasonable time, you may terminate the affected subscription and receive a pro-rata refund of prepaid fees for the remainder of its term. This warranty does not apply where the problem arises from your modification or misuse, from your Org's configuration or other packages, or from changes to the Salesforce platform. It does not apply during early access; see section 6.
14.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN SECTION 14.2, THE SOFTWARE AND DOCUMENTATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, OR THAT IT WILL MEET YOUR REQUIREMENTS OR SATISFY ANY REGULATORY OR COMPLIANCE OBLIGATION THAT APPLIES TO YOU.
15. Limitation of liability
15.1 Excluded damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, USE, GOODWILL OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, ON ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY.
15.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES YOU PAID US FOR THE SOFTWARE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED U.S. DOLLARS (US$100).
15.3 Exceptions. Sections 15.1 and 15.2 do not limit your obligation to pay fees due, either party's indemnification obligations under section 16, a party's liability for breach of section 13, your breach of section 5, or any liability that cannot lawfully be limited, including for fraud, gross negligence, willful misconduct, or death or personal injury caused by negligence.
15.4 Basis of the bargain. The parties agree that these limitations reflect a reasonable allocation of risk, are an essential basis of this Agreement, and apply even if a limited remedy fails of its essential purpose. During early access the Software is provided at no charge, and the allocation of risk in this section reflects that.
16. Indemnification
16.1 By us. We will defend you against any third-party claim that the Software, used in accordance with this Agreement, infringes that third party's patent, copyright or trademark or misappropriates its trade secret, and will pay any damages finally awarded or settlement we approve. If the Software becomes, or we believe it may become, subject to such a claim, we may at our option procure the right for you to continue using it, modify or replace it so it is non-infringing, or terminate the affected subscription and refund prepaid fees for the unused remainder of its term. We have no obligation for any claim arising from your modification of the Software, its combination with anything we did not supply, your use in breach of this Agreement, or your continued use after we told you to stop. This section states our entire liability for infringement claims.
16.2 By you. You will defend us against any third-party claim arising from your Customer Data, your use of the Software in breach of this Agreement or in violation of law, or your governance decisions under section 7, and will pay any damages finally awarded or settlement you approve.
16.3 Process. The indemnified party must promptly notify the indemnifying party of the claim, give it sole control of the defense and settlement (except that no settlement imposing a non-financial obligation on the indemnified party may be made without its consent, not to be unreasonably withheld), and provide reasonable cooperation at the indemnifying party's expense.
17. Term and termination
This Agreement begins when you accept it and continues until all subscriptions have expired or been terminated, or, during early access, until either party ends your participation under section 6.
Either party may terminate for the other's material breach on thirty (30) days' written notice if the breach is not cured within that period. We may suspend or terminate immediately for a breach of section 5 or where your use presents a security risk. You may terminate at any time by uninstalling the Software, though that does not entitle you to a refund except as expressly provided.
On termination your license ends and you must uninstall the Software from every Org. Uninstalling a managed package removes its components and the records stored in them, including your bypass history and audit records. If you need that history for compliance purposes, export it before you uninstall. We hold no copy and cannot recover it for you. Sections 5, 8, 11, 12, 13, 14.3, 15, 16, 19 and 20 survive termination, along with any accrued payment obligation.
18. Export and compliance
Each party will comply with applicable laws in performing under this Agreement. You represent that you are not located in, and will not use the Software in, a country subject to a U.S. government embargo or designated as supporting terrorism, and that you are not on any U.S. government list of prohibited or restricted parties. If you are a U.S. government entity, the Software is “commercial computer software” provided with only the rights in this Agreement, per FAR 12.212 and DFARS 227.7202.
19. Governing law and venue
This Agreement is governed by the laws of the State of New York, without regard to its conflict of laws rules. Any dispute will be brought exclusively in the state and federal courts located in Erie County, New York, and each party consents to the personal jurisdiction of those courts and waives any objection to that venue. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Each party waives any right to a trial by jury. Nothing prevents either party from seeking injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.
20. General
This Agreement, together with any order form and the Data Processing Addendum where it applies, is the entire agreement between the parties on its subject and supersedes all prior proposals and understandings. In the event of conflict, an executed order form controls over this Agreement, and this Agreement controls over our website Terms & Conditions. Any purchase order terms you issue are rejected and have no effect.
We may update this Agreement for subscriptions that renew after the update, effective on renewal, by posting the revision here and giving you at least forty-five (45) days' notice; for early access participants a revision takes effect thirty (30) days after we post it, and your remedy if you object is to leave the program. If a provision is held unenforceable it will be modified to the minimum extent necessary or severed, and the remainder stays in effect. Neither party's failure to enforce a provision waives it. You may not assign this Agreement without our written consent, except to a successor to substantially all of your business that is not our competitor; we may assign it in connection with a merger, acquisition or sale of substantially all of our assets. Neither party is liable for a failure to perform caused by events beyond its reasonable control, excluding payment obligations. The parties are independent contractors, and there are no third-party beneficiaries. Notices must be in writing and are effective when sent to the email address each party has designated, or to our address below.
Interactive Ties LLC
2379 Hobblebush Lane, Lake View, New York 14085-9447
early@controllayer.app