BQAmp Terms of Use

1. Definitions

• "BQAmp", "We", "Us", or "Our": Refers to BQAmp, the provider of the Service.
• "Customer" or "You": Refers to the business entity that registers for an account and deploys/uses the Service.
• "Service": Refers to the BQAmp software and related services, including the licensing server, metrics server, and any associated documentation or support.
• "Software": Refers to the BQAmp proprietary software provided by BQAmp for deployment within the Customer's infrastructure, designed to sync data from Salesforce to Google BigQuery.
• "Account Holder": The individual representing the Customer business entity for account management, billing, and receiving notices.
• "Customer Data": Refers to the Customer's data residing within their Salesforce and Google BigQuery accounts, which the Software processes. BQAmp does not access or store Customer Data.
• "Usage Data": Refers to data collected by BQAmp about the Customer's deployment and use of the Software, including sync frequency, record count, sync duration, and errors encountered.
• "Third-Party Services": Refers to services provided by third parties, including but not limited to Salesforce and Google Cloud Platform, which are integral to the functionality of the Service but are not controlled by BQAmp.

2. Acceptance of Terms

By deploying, accessing, or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you may not use the Service.

3. Account Registration and Access

3.1. Account Holder: The account for the Service is registered to and held by the Customer business entity. An individual is designated as the Account Holder primarily for billing purposes and receiving communications.

3.2. Internal Access Control: The Customer is solely responsible for managing and controlling access to the configuration and operation of the deployed Software within their own infrastructure. BQAmp is not responsible for the Customer's internal access management.

3.3. Account Security: The Customer is responsible for maintaining the confidentiality of their account credentials and for all activities that occur under their account. The Customer agrees to notify BQAmp immediately of any unauthorized use of their account or any other breach of security.

4. The BQAmp Service & Software License

4.1. Core Functionality: The BQAmp Service provides software designed to facilitate the synchronization of data from the Customer's Salesforce account to their Google BigQuery project.

4.2. Deployment Model: The Software is provided for deployment and operation exclusively within the Customer's own infrastructure. BQAmp does not host or manage the core data synchronization process or Customer Data.

4.3. System Requirements: To effectively use the Service, the Customer's infrastructure must meet the following minimum technical specifications: a Docker environment with at least 2 GB of RAM. The recommended setup is deployment within the Customer's Google Cloud Platform (GCP) Cloud Run environment.

4.4. Customer Dependencies: The Customer acknowledges and agrees that the proper functioning of the Service is dependent on:

• The Customer having an active Salesforce account with appropriate API access.
• The Customer having an active Google Cloud Platform project with sufficient BigQuery Data Editor roles.
• Ensuring network connectivity from their deployed Software instance to Salesforce, Google Cloud Platform, and BQAmp's licensing and metrics servers.

4.5. Limited Software License: Subject to these Terms, BQAmp grants the Customer a limited, non-exclusive, non-transferable, and revocable license to use the object code of the Software solely for the Customer's internal business purposes of syncing data between Salesforce and Google BigQuery.

4.6. Prohibited Uses of Software: The Customer is expressly prohibited from:

• Reselling, sublicensing, leasing, renting, or otherwise transferring the Software or any rights granted herein.
• Reverse engineering, decompiling, disassembling, or otherwise attempting to discover the source code of the Software.
• Modifying, adapting, or creating derivative works based on the Software.
• Using the Software for any purpose other than as expressly permitted by these Terms.
• Bypassing or attempting to bypass any licensing or security mechanisms of the Software.

4.7. Licensing Enforcement: The Software checks with BQAmp's licensing server at the start of every sync job. If the licensing server cannot be reached, or if the license is determined to be invalid, the Software will cease syncing operations.

5. Data Collection (Usage Data) and Privacy

5.1. Usage Data Collection: BQAmp collects Usage Data related to the Customer's deployment and use of the Software. This Usage Data is tied to the Customer's account and includes, but is not limited to, the frequency of syncs, the count of records synced, the duration of sync jobs, and errors encountered by the Software.

5.2. Purpose of Usage Data: Usage Data is collected for the purposes of validating licenses, providing customer support, improving the Service, and for internal analytics.

5.3. Ownership of Usage Data: All collected Usage Data belongs to BQAmp, regardless of the Customer's account standing or termination.

5.4. Customer Data: BQAmp explicitly states and the Customer acknowledges that BQAmp, as the Service provider, never has direct access to or stores the Customer's Salesforce or Google BigQuery data. All Customer Data remains within the Customer's control and infrastructure.

5.5. Privacy Policy: For more detailed information on how BQAmp collects, uses, and protects personal information and Usage Data, please refer to our Privacy Policy, available at https://bqamp.com/privacy.html.

6. Payments, Subscriptions, and Refunds

6.1. Pricing and Tiers: The Service offers different pricing tiers with varying functionalities. Details regarding pricing and features are available on the BQAmp website.

6.2. Trial Period: BQAmp may offer a trial period for the Service, subject to specific terms and conditions communicated at the time of the trial.

6.3. Billing: All billing information and payment processing are managed by a third-party payment provider. The Customer's use of such third-party services is subject to their respective terms and conditions. BQAmp disclaims any liability for the actions or omissions of third-party billing providers.

6.4. Limited Warranty and Refund Policy: BQAmp provides the Software on an "as is" basis, with a limited warranty that if BQAmp cannot solve an issue with the Software when deployed in the Customer's standard GCP Cloud Run environment within two (2) weeks of the issue being reported to [email protected], BQAmp will refund the Customer's current month's payment. The Customer may also cancel the use of the Service at any time under these specific circumstances.

7. Updates and Maintenance

7.1. Software Updates: BQAmp will periodically release updates to the Software. Notices of new releases will be sent to the Account Holder. Updates are managed via notifications within the deployed Software, allowing the Customer to pull the latest update.

7.2. Version Support: BQAmp supports up to three (3) prior versions of the Software. Customers are encouraged to keep their deployed Software updated to ensure optimal performance, security, and access to the latest features.

7.3. Troubleshooting Support: In the unlikely event of issues or incompatibilities with an update, the Customer can reach out to [email protected] for troubleshooting assistance.

8. Customer Responsibilities

The Customer is solely responsible for:

• Monitoring the performance, health, and resource consumption (e.g., CPU, RAM, disk space) of the deployed Software instance within their own infrastructure.
• Ensuring the security of their infrastructure where the Software is deployed, including network security, access controls, and data protection measures.
• Maintaining their Salesforce and Google Cloud Platform accounts, including ensuring sufficient permissions, API keys, and adherence to the terms of service of those third-party providers.
• Addressing any network, configuration, or environmental issues within their infrastructure that may affect the operation of the Service.

9. Disclaimers and Limitations of Liability

9.1. "As Is" and "As Available": EXCEPT FOR THE LIMITED WARRANTY EXPRESSLY STATED IN SECTION 6.4, THE SERVICE AND SOFTWARE ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR COURSE OF PERFORMANCE.

9.2. No Guarantees on Data Integrity/Loss: BQAmp makes no guarantees regarding the integrity or prevention of loss of the Customer's synced Salesforce data. The Customer is solely responsible for backing up and maintaining the integrity of their data within Salesforce and Google BigQuery.

9.3. No Responsibility for Customer Infrastructure: BQAmp disclaims all liability for any issues, interruptions, or failures of the Service arising from or related to the Customer's networking, configuration of their infrastructure, or any other elements within the Customer's control.

9.4. Third-Party Services Disclaimer: BQAmp is not responsible for the availability, performance, or actions of Third-Party Services, including Salesforce and Google Cloud Platform. Any issues arising from these Third-Party Services are outside of BQAmp's control and responsibility.

9.5. Exclusion of Certain Damages: TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL BQAmp, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE SERVICE.

9.6. Maximum Liability: IN NO EVENT SHALL BQAmp'S TOTAL AGGREGATE LIABILITY TO CUSTOMER FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE AMOUNT OF THE CUSTOMER'S CURRENT MONTH'S FEES PAID FOR THE USE OF THE SYSTEM.

10. Indemnification

The Customer agrees to indemnify, defend, and hold harmless BQAmp, its affiliates, officers, directors, employees, agents, suppliers, and licensors from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) the Customer's use of the Software or Service; (b) the Customer's data; (c) the Customer's infrastructure; or (d) the Customer's breach of these Terms, including any claims by a third party (e.g., Salesforce, Google, or their own end-users) alleging damages due to the Customer's use of the Software, their data, their infrastructure, or their breach of these Terms.

11. Termination

11.1. Termination by BQAmp: BQAmp may terminate or suspend the Customer's account and access to the Service immediately, without prior notice or liability, if the Customer breaches these Terms (including non-payment of fees) or for any other reason as determined by BQAmp.

11.2. Termination by Customer: The Customer may cancel their Service at any time, subject to the refund policy outlined in Section 6.4.

11.3. Effect of Termination: Upon termination of the Service for any reason, the Software will cease to function. The Customer is advised to remove the Software and associated infrastructure from their environment, as it will no longer be operational. All provisions of these Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability. All collected Usage Data belongs to BQAmp, regardless of the Customer's standing or termination.

12. Governing Law and Dispute Resolution

12.1. Governing Law: These Terms shall be governed and construed in accordance with the laws of the State of Georgia, United States, without regard to its conflict of law provisions.

12.2. Jurisdiction: Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in Georgia, United States, and the parties hereby consent to the personal jurisdiction and venue therein.

13. Miscellaneous

13.1. Force Majeure: BQAmp shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond BQAmp's reasonable control, including, without limitation, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

13.2. Assignment: BQAmp may assign its rights and obligations under these Terms to any third party. The Customer may not assign their rights or obligations under these Terms without the prior written consent of BQAmp.

13.3. Severability: If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect.

13.4. Entire Agreement: These Terms, together with any documents expressly incorporated by reference, constitute the entire agreement between BQAmp and the Customer regarding the Service, superseding all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral.

13.5. No Waiver: No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and BQAmp's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

14. Changes to Terms

BQAmp reserves the right, at its sole discretion, to modify or replace these Terms at any time. If a revision is material, BQAmp will provide at least sixty (60) days' notice via email to the Account Holder before the new terms take effect. What constitutes a material change will be determined at BQAmp's sole discretion. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

Contact Information

If you have any questions about these Terms, please contact us at [email protected].