Terms of Service for sfops

1. Ownership and License Grant

1.1. Flxbl Ltd (hereinafter referred to as "Licensor"), with a business address at 81-83, Campbell Street, Surry Hills, NSW, owns the copyright and all intellectual property rights to the 'sfops' software suite (hereinafter referred to as "the Software"). The Software includes sfops, sfp-pro, Dev Central, reusable GitHub workflows, GitHub actions, and associated components.

1.2. The Licensor grants the Licensee a non-exclusive, non-transferable license to use the Software in a single combination of a GitHub organization/Salesforce DevHub of the Licensee's choice (hereinafter referred to as "the Designated Organization").

1.3. The Licensee is granted perpetual rights to use the version of the Software in their possession at the time their subscription ends, subject to the terms and conditions of this agreement.

1.4. The Licensor retains all intellectual property rights in the Software and any updates or modifications made by the Licensor. The Licensee's modifications to the Software do not grant them any intellectual property rights in the original Software.

2. Service Models and Management Options

2.1. The Software is provided as a fully-managed service by default, wherein the Licensor shall provide continuous management of the Software instance. This includes proactive monitoring, installation of new releases, configuration management, and performance optimization. The Licensor shall maintain the Software through a dedicated GitHub app for managing updates. The Licensor shall conduct regular health checks and implement preventive maintenance measures as part of the fully-managed service. The Licensee shall grant and maintain necessary permissions to the Licensor's GitHub applications and service accounts in the Designated Organization to enable the Licensor to perform maintenance, monitoring, and health checks. Failure to maintain such permissions may impact the Licensor's ability to provide the fully-managed service effectively.

2.2. The Licensee may elect to opt out of the fully-managed service by providing fifteen (15) days written notice to the Licensor. Upon such opt-out, the Licensee shall receive access to a fork of the codebase and shall assume responsibility for maintaining and updating their instance. The Licensee must maintain their instance within two (2) releases of the current version. Support services shall be suspended if the instance falls more than two releases behind, and additional costs may be required to bring an out-of-date instance into compliance.

2.3. A Licensee who has opted for self-management may request to return to the fully-managed service model. Such transition shall require the Licensee to provide necessary access to their instance, install required GitHub apps, meet current version requirements, and may be subject to additional implementation fees as determined by the Licensor.

2.4. For purposes of version management, a "release" is defined as a tagged version in the repository accompanied by release notes and upgrade instructions. The Licensor shall not be responsible for any issues arising from customer modifications outside of project-specific workflows. The Licensor reserves the right to require version upgrades for security-critical updates.

3. Support and Access

3.1. The Licensor shall provide support services with a response time within twenty-four (24) hours during business hours, defined as 9:00 AM to 5:00 PM Australian Eastern Standard Time (AEST), Monday through Friday. Support services shall be provided through a dedicated Slack channel and shall include technical support, issue investigation and resolution, configuration assistance, and best practices guidance.

3.2. The Licensee shall be entitled to direct access to the Licensor's engineering team through a private Slack channel. Such access shall be limited to ten (10) nominated individuals from the Licensee's organization, who must be employees or authorized consumers of sfops. The Licensee may request changes to nominated individuals by providing notice to the Licensor. Support scope shall be limited to product-related issues and shall exclude project-specific queries.

3.3. The Licensor shall provide priority issue resolution for all customers. Support services shall be limited to product functionality and performance matters. The Licensor shall not be obligated to provide support for project-specific customizations implemented by the Licensee.

3.4. All documentation for the Software, including sfp-pro, will be provided at https://docs.flxbl.io/

4. Subscription and Renewal

4.1. The initial subscription period shall be twelve (12) months from the effective date of this agreement.

4.2. The subscription shall automatically renew for subsequent twelve (12) month periods unless the Licensee provides written notice of non-renewal at least thirty (30) days prior to the end of the current subscription term.

4.3. The Licensor shall provide a grace period of fifteen (15) days following the renewal date for payment processing. The Licensee shall maintain access to all services during this grace period.

4.4. Upon the expiration or termination of the subscription, the Licensee shall retain perpetual rights to use the version of the Software in their possession at that time. Such perpetual rights shall not include access to updates, new features, improvements, or security updates released after the subscription's end.

5. Permitted Use and Restrictions

5.1. The Licensee shall be permitted to use the Software within the Designated Organization for any number of users, subject to the terms of this agreement. Such use shall include integration with authorized Salesforce orgs, development and deployment of custom workflows, and internal business operations.

5.2. The Licensee shall not transfer the rights or share the source code of the Software with any third party. Implementation shall be restricted to the Designated Organization, and the Software shall only be connected to one designated Salesforce DevHub org and one designated Salesforce Production Org.

5.3. The Licensee shall not use the Software to provide managed services or any form of service to third parties. If the Licensee intends to use the Software for client work or to offer it as a service, they must obtain a specific System Integrator (SI) license from the Licensor.

6. Confidentiality

6.1. Each party agrees to maintain the confidentiality of any sensitive information exchanged during the course of this agreement. Confidential information shall include, but is not limited to, access credentials, customer data, source code, technical documentation, and business information.

6.2. Each party shall protect confidential information with the same degree of care as it treats its own confidential information, but in no event less than reasonable care. The receiving party shall limit access to confidential information to those employees or agents who have a need to know and are bound by confidentiality obligations no less restrictive than those contained herein.

7. Limitation of Liability

7.1. To the maximum extent permitted by applicable law, the Licensor shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenue, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from:

(a) The use or inability to use the Software; (b) Any modifications made by the Licensee to the Software; (c) Any third-party actions or content; (d) Any data loss or corruption.

7.2. The total liability of the Licensor under this agreement shall not exceed the amount paid by the Licensee in the twelve (12) months preceding the claim.

8. Indemnification

8.1. The Licensee agrees to indemnify, defend, and hold harmless the Licensor and its affiliates, officers, agents, employees, and licensors from any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to:

(a) The Licensee's use of the Software; (b) Any violation of these Terms of Service; (c) Any modifications made to the Software; (d) Any unauthorized use of third-party intellectual property; (e) Any claims by Licensee's users or customers.

9. Force Majeure

9.1. Neither party shall be liable for any failure or delay in performance under this agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, war, strikes, lockouts, natural disasters, governmental actions, or Internet service provider failures.

10. Assignment

10.1. The Licensee shall not assign or transfer any rights or obligations under this agreement without the prior written consent of the Licensor. Any attempted assignment or transfer in violation of this section shall be null and void.

11. Entire Agreement

11.1. These Terms of Service constitute the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

12. Severability

12.1. If any provision of these Terms of Service is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect to the maximum extent permitted by law.

13. Dispute Resolution

13.1. Any dispute arising out of or in connection with these Terms of Service shall be referred to and finally resolved by arbitration under the rules of the Courts of Victoria, Australia in Melbourne. The arbitration shall be conducted in the English language before a single arbitrator appointed in accordance with the said rules.

14. Notices

14.1. All notices under this agreement shall be delivered by email to [e-mail]. Such notices shall be deemed effective upon receipt, provided that any notice received after business hours or on a non-business day shall be deemed received on the next business day.

15. Representations and Warranties

15.1. Each party represents and warrants that it has validly entered into this agreement and has the legal power to do so.

15.2. The Licensee represents and warrants that it: (a) Is entitled to transfer any Licensee Data to the Licensor; (b) Has all necessary rights to grant the licenses set forth in this agreement; (c) Will not transmit any Prohibited Content to the Licensor.

15.3. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. THE LICENSOR SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

16. Termination

16.1. This agreement may be terminated by either party upon thirty (30) days written notice if the other party materially breaches any term of this agreement and fails to cure such breach within the notice period.

16.2. Upon termination: (a) The Licensee shall cease use of all updates and support services; (b) All confidential information shall be returned or destroyed; (c) The perpetual right to use the final version shall remain in effect.

17. Governing Law

17.1. This agreement shall be governed by and construed in accordance with the laws of Victoria, Australia, without regard to its conflict of law provisions.

18. Acceptance of Terms

18.1. By purchasing a license or paying the license fee for the Software, the Licensee acknowledges that they have read, understood, and agree to be bound by these Terms of Service.

18.2. The Licensor reserves the right to update and modify these Terms of Service from time to time. Continued use of the Software following any such changes shall constitute acceptance of the modified terms.

19. Data Protection and Privacy

19.1. Each party shall comply with all applicable data protection and privacy laws and regulations in the performance of this agreement.

19.2. The Licensor shall: (a) Process Licensee data only as instructed by the Licensee; (b) Implement appropriate technical and organizational security measures; (c) Assist with data subject requests as required by applicable law; (d) Notify the Licensee of any personal data breaches without undue delay.

19.3. The Licensee shall: (a) Obtain all necessary consents for the processing of personal data; (b) Not submit sensitive personal data without appropriate safeguards; (c) Comply with its obligations under applicable data protection laws.

20. Updates and Modifications

20.1. The Licensor reserves the right to update the Software, modify these terms with notice, deprecate features with reasonable notice, and add new functionality. The Licensee's continued use of the Software following any such modifications shall constitute acceptance of such changes.

21. Backend Services and Infrastructure

21.1. The Licensor shall provide and manage cloud-hosted backend infrastructure as part of the default service offering. This infrastructure includes a cloud-hosted Supabase instance, an application server hosting sfp-pro, and associated components necessary for operation.

21.2. The Licensor shall deploy infrastructure using Hetzner/Azure as the primary cloud provider, with services deployed in the region closest to the Licensee's primary location. The Licensor reserves the right to change cloud providers or modify infrastructure configuration at its discretion with reasonable notice to the Licensee.

21.3. The Licensor shall use commercially reasonable efforts to maintain service availability but does not guarantee any specific service level agreement (SLA) currently. Service availability shall be subject to the availability and performance of third-party cloud providers, scheduled maintenance windows, and force majeure events as defined in Section 9.

21.4. The Licensee acknowledges that service availability is dependent on third-party cloud providers and that the Licensor's total aggregate liability for service interruptions shall not exceed the limitations set forth in Section 7. No compensation shall be provided for service interruptions caused by factors beyond the Licensor's reasonable control.

22. Self-Hosted Infrastructure Option

22.1. The Licensee may elect to self-host the backend infrastructure. In such cases, the Licensee shall be solely responsible for hosting and maintaining their Supabase instance, including all associated costs, security measures, and technical compatibility requirements.

22.2. For self-hosted deployments, the Licensor shall provide technical documentation but shall not be responsible for any issues arising from the Licensee's infrastructure configuration or maintenance.

22.3. The Licensee shall be solely responsible for implementing backup procedures and maintaining data integrity in self-hosted deployments. The Licensor shall not be responsible for any data loss or corruption in self-hosted environments.

23. Infrastructure Security and Data Management

23.1. For managed services, the Licensor shall: (a) Implement commercially reasonable security measures; (b) Monitor for security threats; (c) Apply security patches and updates as needed; (d) Implement reasonable backup procedures.

23.2. The Licensee shall: (a) Maintain secure access credentials; (b) Report any security incidents promptly; (c) Comply with provided security guidelines and requirements.

23.3. The Licensor shall not be responsible for security breaches resulting from: (a) The Licensee's failure to maintain secure credentials; (b) Unauthorized access through the Licensee's systems; (c) Vulnerabilities in self-hosted infrastructure.

24. Infrastructure Modifications

24.1. The Licensor reserves the right to modify the infrastructure architecture, change service providers, update technical requirements, and implement new security measures as needed to maintain or improve service delivery.

24.2. The Licensor shall provide written notice of any material changes to infrastructure that may impact service delivery at least fifteen (15) days prior to implementation, except in cases where immediate changes are required for security purposes.

25. Compliance and Technical Requirements

25.1. The Licensor makes no representations regarding specific compliance certifications during the early development phase. The Licensee shall be responsible for ensuring their use of the services complies with applicable regulations.

25.2. The Licensee shall maintain their systems and infrastructure in accordance with any technical requirements provided by the Licensor. The Licensor shall not be responsible for service issues arising from the Licensee's failure to meet these requirements.