Resolver Product Notes

Version: 1.0
Last updated: January 31, 2024

The terms set forth in these Product Notes will apply to the specific software licenses, hosted services, or other products indicated below (“Products”) which Customer purchases from Resolver Inc. (or, as applicable, another affiliate of Kroll L.L.C.) (“Resolver”) under an Order Form, the Resolver Terms of Service located at, or other governing agreement that references these Product Notes (“Agreement”). Capitalized terms used but not specifically defined in these Product Notes will have the same meaning as set forth in the Agreement. In the event of any conflict between these Product Notes and the terms of the Agreement, these Product Notes shall prevail with respect to the applicable Product only.

Product Notes Index

  1. Data Warehouse
  2. Workato Integrations
  3. License Migration and Migration Credits
  4. Hotline Services

1.   Data Warehouse

Data Warehouse is also known as “BIConnector”. If Customer subscribes for Resolver’s Data Warehouse service in our Software, then:

  1. Security. Customer acknowledges and agrees that the authorization model used by the Software to grant Customer and its Users access to such Software does not apply to the Data Warehouse. Any User to whom Customer grants access to the Data Warehouse will have complete and unrestricted access to all of Customer’s Data. The Customer is responsible for its own, and its Users’, access to and use of any and all Customer Data contained in the Data Warehouse.
  2. Usage Limits. Customer’s use of the Data Warehouse is subject to limits and restrictions as more specifically set out in the applicable Order Form (e.g. number of queries per hour, per User). If Customer exceeds such limits or, if in Resolver’s opinion, Customer’s use of the Data Warehouse improperly restricts, inhibits, disrupts, degrades or impedes Resolver’s ability to deliver the Data Warehouse and the Software to others, then Resolver may, without prior notice to Customer, temporarily disable Customers’ and its Users’ access to the Data Warehouse.
  3. Restricted Access. Customer acknowledges and agrees that Resolver may restrict its access to, and/or aggregate certain historical records contained in, the Data Warehouse based on the age of the relevant record(s) and other usage factors determined by Resolver, in its sole opinion. By way of example only, Resolver may, after a period of time, aggregate all updates performed on a record within a day into a single entry within the Data Warehouse. Resolver’s aggregation will affect those records contained in the Data Warehouse but will not have an impact on the audit functionality contained in the Software (which will continue to retain all entries).

2.   Workato Integration Subscriptions

  1. Resolver’s Workato Integration subscriptions are subject to a maximum number of API calls per each year of the Subscription Term (the “Annual API Limit”) depending on which subscription is purchased: a Single Integration subscription includes 100,000 API Calls per year; the All Access Integrations subscription includes 600,000 API calls per year; and an Additional Integration Task subscription offers an additional 100,000 API Calls per year. API calls cannot be carried over from year to year. Resolver undertakes to notify Customer when Customer is approaching the Annual API Limit. Overage fees will apply if Customer exceeds the Annual API Limit.
  2. Customers which use All Access Integrations, Single Integration, or Additional Integration Task subscriptions will have their Production Customer Data processed, but not persisted, in the United States or the UK, as you may direct, through a Workato integration. Customer consents to and authorizes Resolver’s use of Workato, Inc. as a sub-processor and subcontractor.

3.   License Migration and Migration Credits

  1. If the Order Form includes Migration License Credits, then those credits will be applied to the next invoice and will only apply to the first twelve (12) months of the Initial Subscription Term for the new SaaS subscription(s). The calculation of the Credit is based on the remainder of the Customer’s then-current Subscription Term for the migrating on-prem licenses (which must be fully paid as at the time that the Credit is to be applied) as at the Order Effective Date. For example, if Customer has 2 months remaining on those on-prem software license(s), the value of the Migration Credit would be equal to 2 months’ subscription Fees.
  2. Any prior software license agreement between the parties which governs the on-prem software that is being migrated is automatically terminated as of the Order Effective Date, and no party shall have any liability to the other party under that prior software license agreement (other than the payment by Customer of any outstanding Fees to Resolver).

4.   Hotline Services. 

If Customer subscribes for the Hotline Service, then:

  1. Services. Resolver will sell to Customer those telephony and reporting services which are agreed in a separate document between the parties (“Quote”), in relation to the maintenance of a confidential and anonymous channel for submissions by Customer’s employees and others (“Hotline Services”). The Quote shall include such information as the applicable language(s); applicable Benchmarks, such as Average Handling Time, and Maximum Call Volumes; applicable overage charges for exceeding such Benchmarks; and any other applicable restrictions pertaining to the subscribed services. All business locations served are subject to availability and any changes in local laws and regulations affecting telephony.
  2. Languages. Hotline Services will be offered to Customer in the English language, unless otherwise stated in the Quote.
    1. Live-answer Services.  Live-answer services are available in English and French on a 24/7 basis. Live-answer services are available in Spanish 7 days a week, for up to 90% of the time. All remaining languages would be available through an interpreter, subject to moderate delays for availability.
    2. IVR Greetings. IVR greeting translations from the English language to the languages listed in the Quote for a recording(s) of up to 30 seconds are also available. Rush translations, longer recordings, or translation to additional languages, may be subject to additional fees.
  3. Subscription Fees.  Resolver reserves the right to increase the annual fee for the Hotline Services at the start of each year during the Subscription Term if: (a) Customer’s employee headcount increases by 10% or more; or (b) Customer exceeds any of the applicable Benchmarks by 10% or more (“Triggers”) in the prior year. In those events, the Hotline Services Fee can be increased by a percentage equal to the percentage by which Customer exceeded the applicable Benchmark. Should more than one Trigger be exceeded, the Hotline Services Fee can be increased by an amount equivalent to the highest percentage of increase. To facilitate the calculation of any such Hotline Services Fee increase, Customer will provide to Resolver an updated employee headcount at least 60 days prior to anniversary of the Order Effective Date.
  4. Emergency Response. The Hotline Services provided by Resolver do not include emergency reporting or response. In providing the Hotline Services, Resolver will act solely as a channel for the reporting to Customer of submissions raised by Reporters. Resolver is not contracted to investigate, analyze, validate or comment on the veracity of any such report and makes no representations or warranties concerning same.
  5. Indemnity. Customer will defend, indemnify, and hold Resolver and Resolver directors, employees, and relevant subcontractors (“Resolver Indemnified Parties”) harmless from and against any and all losses, liabilities, damages, costs, expenses and claims of any and every kind which at any time and from time to time may be paid, incurred or asserted against Resolver Indemnified Parties, with respect to, in connection with, or as a result of the receipt by Resolver Indemnified Parties of any report made pursuant to the Hotline Services or the reporting of that report to the Customer pursuant to the Hotline Services, including but not limited to (i) the costs of defending and/or counter claiming or claiming over against third parties in respect of any such action or matter; and (ii) any cost, liability or damage arising from a court award or from a settlement of any such action or matter.