Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and/or the organization on whose behalf you are acting ("Customer," "you," or "your") and Circo Industries LLC ("Company," "we," "us," or "our"). These Terms govern your access to and use of the DirGen™ application ("Application"), including all related documentation, updates, and support services.

By clicking "Confirm and Install" on AgentExchange, creating a subscription, or otherwise accessing or using the Application, you represent that you have the authority to bind the Customer to these Terms and that you accept them in full.

2. Definitions

• "Application" means the DirGen managed package, including all Apex classes, Lightning Web Components, Visualforce pages, custom objects, and related metadata installed in your Salesforce org.
• "Salesforce Org" means a single Salesforce production organization instance identified by a unique Org ID.
• "Subscription Term" means the period during which you have an active, paid license to use the Application.
• "Directory" means a PDF document generated by the Application from your Salesforce data.
• "Authorized Users" means individuals within your organization who are assigned a DirGen license in your Salesforce Org, up to the number of users stated in your Order, and the appropriate DirGen permission sets, and who are authorized to access the Application.
• "Documentation" means the user guides, quick start guides, and help materials provided by the Company for the Application.
• "AgentExchange" means Salesforce's online marketplace for partner applications, also known as the Salesforce AppExchange, and any successor marketplace.
• "Order" means the document under which you purchase a subscription to the Application: either an offer accepted through AgentExchange, or a DirGen order form signed by you and the Company. Your Order states your number of licensed users, fees, Subscription Term, and billing and payment terms.

3. Description of Service

DirGen is a Salesforce-native managed package application that generates professional photo directories from Salesforce reports. The Application runs entirely within the Salesforce platform and processes data solely within your Salesforce Org. The Application does not transmit, store, or process your data outside of the Salesforce platform.

4. License Grant

Subject to your compliance with these Terms and payment of all applicable fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to install and use the Application within a single Salesforce Org for your internal business purposes during the Subscription Term.

The license covers the number of Authorized Users stated in your Order, with unlimited directory generation by those users, within the licensed Salesforce Org. You may not assign the Application to more users than your Order allows. Additional users require an additional Order, made the same way as your original purchase. Each additional Salesforce Org requires a separate subscription.

5. Subscription, Fees & Refunds

5.1 Pricing

The Application is offered on a subscription basis and is priced per Authorized User per month. Your price, number of users, Subscription Term, and billing frequency (monthly or annual) are stated in your Order. All fees are quoted in U.S. dollars.

5.2 Payment

How you pay depends on how you purchase:

• AgentExchange purchases. If you purchase through AgentExchange, Salesforce, acting as the Company's billing agent, invoices and collects fees on the terms of your AgentExchange offer. Payment made through Salesforce for such a purchase is payment to the Company.
• Direct purchases. If you purchase under a DirGen order form, Circo Industries LLC invoices you directly, and fees are payable to the Company on the billing and payment terms stated in that order form. Salesforce does not bill you for direct purchases.

Unless your Order states otherwise, fees are billed in advance for each billing period.

5.3 Taxes

All fees are exclusive of taxes. You are responsible for paying all applicable taxes, duties, and governmental assessments arising from your purchase, excluding taxes based on the Company's net income.

5.4 Orders

If your Order conflicts with these Terms, your Order controls as to products, quantities, fees, dates, billing, and payment, and these Terms control in all other respects. However, any special terms written into your Order control over these Terms.

5.5 Renewal & Cancellation

• AgentExchange purchases do not renew automatically. Your subscription ends at the end of its Subscription Term unless you accept a renewal offer from the Company before then.
• Direct purchases renew automatically for successive terms of the same length only if your order form says so. Either party may stop a renewal by giving written notice (email is acceptable) at least thirty (30) days before the end of the current Subscription Term, unless your order form states a different notice period. Before each automatic renewal, the Company will email your billing contact a reminder stating the renewal date and price, no more than thirty (30) and no fewer than fifteen (15) days before that notice deadline. If the Company does not send the reminder, you may cancel the renewal by written notice within thirty (30) days after the renewal term begins.
• Cancelling. You may cancel at any time by emailing [email protected]. Cancellation takes effect at the end of the current Subscription Term (or, for a direct purchase cancelled after the notice deadline, at the end of the renewal term), and you keep access until then. Cancelling does not reduce or refund fees for the current term, except as described in Section 5.6.
• Changing users. You may add users at any time through an additional Order. Added users are priced pro rata and end on the same date as your existing subscription. The number of users cannot be reduced during a Subscription Term; a reduction takes effect at renewal if you request it by the notice deadline above.
• Renewal pricing. Automatic renewals are at the same per-user price as the expiring term, including any discount, unless (a) your Order identifies that price as promotional or one-time, in which case the renewal is at the Company's list price then in effect, or (b) the Company notifies you of a different price at least sixty (60) days before the end of the current Subscription Term, so that you can decide whether to renew. A discount in one Order does not apply to any other Order unless that Order says so.

5.6 Refund Policy

Fees are based on the subscriptions purchased, not on actual usage. Except as stated in this Section, payment obligations are non-cancelable and fees paid are non-refundable, including for unused licenses, partial periods, and periods in which you did not use the Application. The free trial described in Section 6 is your opportunity to evaluate the Application before you buy. Loss of access to the Application because your Salesforce subscription ends, is suspended, or changes to an incompatible edition is not grounds for a refund.

The Company will refund the prepaid fees covering the remainder of your Subscription Term after the effective date of termination if:

• you terminate under Section 16.2 because of the Company's uncured material breach;
• the Company discontinues the Application, or terminates your subscription for any reason other than your breach or non-payment;
• you cancel a renewal under Section 5.5 because the Company did not send the renewal reminder; or
• you end your subscription because of a material change to these Terms, as described in Section 17.

The Company will also promptly correct any billing error, such as a duplicate charge or a charge for more users than your Order provides.

Refunds are paid directly by Circo Industries LLC, including for AgentExchange purchases, within thirty (30) days after the refund becomes due, by the original payment method or by bank transfer. Taxes on refunded amounts are refunded or credited as required by law. Nothing in this Section limits any rights you have under laws that cannot be excluded by contract.

5.7 Late Payment & Payment Disputes

• Disputes. If you believe an invoice or charge is incorrect, notify the Company in writing within thirty (30) days of the invoice or charge date and pay any undisputed amount when due. Both parties will work in good faith to resolve the dispute promptly. The Company will not charge late interest on, or suspend your access over, amounts you dispute reasonably and in good faith.
• Late payment. Undisputed amounts invoiced by the Company that are not paid when due may accrue interest at one percent (1%) per month or the highest rate permitted by law, whichever is lower, from the due date until paid.
• Suspension. If any undisputed amount is more than thirty (30) days overdue, the Company may suspend your access to the Application, after giving you at least ten (10) days' written notice, until the amount is paid in full.
• Chargebacks. Please contact the Company before disputing a charge with your bank or card issuer. If a payment for fees owed under these Terms is reversed or charged back, the amount remains due and is treated as unpaid.

6. Free Trials & Evaluation

The Company may offer a free trial or evaluation period at its discretion. Trial access is provided "as is" without any service level commitments. The Company reserves the right to limit trial functionality, duration, or availability at any time. At the conclusion of a trial, continued use requires an active paid subscription.

7. Support

7.1 Support Channels

The Company provides technical support exclusively via email at [email protected].

7.2 Response Time

The Company will use commercially reasonable efforts to provide an initial response to support requests within two (2) business days. Business days are Monday through Friday, excluding U.S. federal holidays, Pacific Time.

7.3 Scope of Support

Support covers: installation assistance, configuration guidance, troubleshooting of Application errors, and questions about Application functionality. Support does not cover: general Salesforce administration, custom development, data migration, third-party integrations not provided by the Application, or issues caused by modifications to the Application's managed package components.

7.4 Updates

The Company may release updates, patches, and new versions of the Application from time to time. Updates may be delivered via push upgrade (automatically applied to your Salesforce Org by the Company) or made available through AgentExchange for manual installation. By using the Application, you acknowledge that the Company may deploy push upgrades to your Salesforce Org to deliver bug fixes, security patches, or feature updates without requiring action on your part. The Company reserves the right to discontinue support for older versions of the Application with reasonable advance notice.

8. Customer Responsibilities

You are responsible for:

• Maintaining an active Salesforce subscription with a compatible edition
• Properly assigning DirGen permission sets to Authorized Users
• Ensuring your Salesforce reports and data are properly configured for use with the Application
• Compliance with all applicable laws and regulations regarding the personal data contained in your directories, including but not limited to obtaining any necessary consents for the use of photographs and personal information
• Maintaining the security of your Salesforce Org credentials and access controls
• Evaluating the suitability of the Application for your needs during any trial or evaluation period

9. Data & Privacy

9.1 Your Data

You retain all rights, title, and interest in and to any data processed by the Application ("Customer Data"). The Application processes Customer Data solely within your Salesforce Org to generate directories. The Company does not access, collect, store, or transmit Customer Data outside of the Salesforce platform.

9.2 No External Data Transfer

The Application operates entirely within the Salesforce platform. It makes no external API callouts and does not transmit data to any servers, services, or endpoints outside of your Salesforce Org. All data processing, including photo retrieval, report querying, and PDF generation, occurs natively within Salesforce.

9.3 Photos and Personal Information

The Application accesses photographs and personal information (such as names, titles, and contact details) from your Salesforce Org solely for the purpose of generating directories. You are solely responsible for ensuring that you have the legal right to use such photographs and personal information, and for complying with all applicable privacy laws and regulations.

9.4 Telemetry

The Application does not collect usage analytics, telemetry data, or any form of tracking information. The Company receives installation and license information (such as your organization's name, Salesforce Org ID, license status, and the installing administrator's contact details) through AgentExchange in accordance with Salesforce's standard partner reporting, as described in our Privacy Policy. This information does not include data stored in your Salesforce Org.

9.5 Privacy Policy

For information on how the Company handles data collected through its website and business operations (separate from the Application itself), please refer to our Privacy Policy.

10. Intellectual Property

All rights, title, and interest in and to the Application, including but not limited to all software, code, architecture, design, documentation, trademarks, and trade secrets, are and shall remain the exclusive property of Circo Industries LLC. These Terms do not grant you any ownership interest in the Application, only a limited right of use as described in Section 4.

"DirGen" and the DirGen logo are trademarks of Circo Industries LLC. You may reference the Application by name for reasonable descriptive purposes only.

11. Restrictions

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

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Application
• Modify, adapt, translate, or create derivative works based on the Application
• Sublicense, rent, lease, loan, sell, resell, distribute, or otherwise transfer the Application or access thereto to any third party
• Remove, alter, or obscure any proprietary notices, labels, or markings on the Application
• Use the Application for any unlawful purpose or in violation of any applicable laws or regulations
• Use the Application to build a competing product or service
• Circumvent or attempt to circumvent any license management or access control mechanisms
• Share login credentials or permission set assignments with individuals outside your organization

12. Salesforce Platform Dependency

12.1 Platform Requirement

The Application is a Salesforce-native managed package that requires an active Salesforce subscription to operate. The Company is not responsible for, and makes no representations regarding, the availability, performance, or functionality of the Salesforce platform.

12.2 Platform Changes

Salesforce periodically releases platform updates that may affect the Application's functionality. The Company will use commercially reasonable efforts to maintain compatibility with supported Salesforce releases. However, the Company does not guarantee uninterrupted compatibility with all Salesforce platform changes. The Company will communicate known compatibility issues to active subscribers as promptly as practicable.

12.3 Salesforce Terms

Your use of Salesforce is governed by your separate agreement with Salesforce, Inc. Nothing in these Terms modifies, supersedes, or conflicts with your Salesforce subscription agreement. In the event of a conflict between these Terms and your Salesforce agreement regarding platform functionality, the Salesforce agreement shall govern with respect to the Salesforce platform itself.

13. Disclaimer of Warranties

14. Limitation of Liability

15. Indemnification

You agree to indemnify, defend, and hold harmless Circo Industries LLC and its officers, directors, employees, and agents from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Application; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) any claim that a directory generated using the Application infringes or violates the rights of any third party, including privacy, publicity, or intellectual property rights, to the extent such claim arises from the content of your Customer Data.

16. Term & Termination

16.1 Term

These Terms are effective upon your installation of the Application and remain in effect for the duration of your Subscription Term, including any renewal periods.

16.2 Termination for Cause

Either party may terminate these Terms upon thirty (30) days' written notice if the other party materially breaches these Terms and fails to cure such breach within the notice period.

16.3 Termination by the Company

The Company may suspend or terminate your access to the Application if: (a) any undisputed fees are more than thirty (30) days overdue and remain unpaid ten (10) days after the Company's written notice, as described in Section 5.7; (b) your use of the Application poses a security risk or may adversely impact the Application or other users; or (c) the Company is required to do so by law.

16.4 Effect of Termination

Upon termination or expiration of your subscription: (a) your license to use the Application immediately ceases; (b) you should uninstall the Application from your Salesforce Org; (c) any directories previously generated and saved in your Salesforce Org or downloaded remain yours; and (d) fees owed for the period before termination remain payable, and the Company will pay any refund due under Section 5.6. The following sections survive termination: Sections 5 (Subscription, Fees & Refunds), as to amounts owed or refundable, 9 (Data & Privacy), 10 (Intellectual Property), 11 (Restrictions), 13 (Disclaimer of Warranties), 14 (Limitation of Liability), 15 (Indemnification), 18 (Governing Law & Disputes), and 19 (General Provisions).

17. Modifications to Terms

The Company reserves the right to modify these Terms at any time. Material changes will be communicated to active subscribers via email at least thirty (30) days prior to taking effect. The updated Terms will also be posted at this URL with a revised "Last Updated" date. Your continued use of the Application after the effective date of any modifications constitutes acceptance of the updated Terms. If you do not agree to a material change, you may end your subscription by giving the Company written notice before the change takes effect, and the Company will refund your prepaid fees for the remainder of your Subscription Term under Section 5.6. Otherwise, if you do not agree to the modified Terms, you must discontinue use of the Application before the effective date.

18. Governing Law & Dispute Resolution

18.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Oregon, United States, without regard to its conflict of law provisions.

18.2 Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be submitted to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Portland, Oregon. Judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

18.3 Exceptions

Notwithstanding Section 18.2, either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.

19. General Provisions

• Entire Agreement. These Terms, together with any order forms or invoices, constitute the entire agreement between you and the Company with respect to the Application and supersede all prior agreements and understandings.
• Severability. If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.
• Waiver. No failure or delay by either party in exercising any right under these Terms shall operate as a waiver of that right.
• Assignment. You may not assign or transfer these Terms or your rights hereunder without the Company's prior written consent. The Company may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Force Majeure. The Company shall not be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions, or failures of the Salesforce platform.
• Notices. All notices under these Terms shall be in writing and sent to the email addresses on record. Notices to the Company should be directed to [email protected].
• Independent Contractors. The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship.

20. Contact Information

If you have questions about these Terms, please contact us: