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THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES. BY ACCEPTING THIS AGREEMENT, EITHER BY SIGNING THIS DOCUMENT OR BY EXECUTING AN ORDER FORM OR STATEMENT OF WORK THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes. This Agreement was last updated on October 6, 2026. It is effective between You and Us as of the date You accept this Agreement. 1. DEFINITIONS 1.1 “Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity. 1.2 “Agreement” means this Master Service Agreement, together with all Order Forms and Statements of Work entered into under it. 1.3 “Deliverables” means the configurations, reports, data migration scripts, documentation and other work product that We provide to You in performing Professional Services, as described in the applicable Statement of Work. 1.4 “Documentation” means Our online user guides, documentation, and help and training materials, as updated from time to time. 1.5 “GoldFinch Materials” means the Subscription Services and all software, source code, object models, components, utilities, connectors, integrations, templates, scripts, tools, methodologies, processes, designs, techniques, know-how, and other materials that We (a) owned or developed before performing the Professional Services, (b) develop independently of the Professional Services, or (c) develop in connection with the Professional Services that are generally applicable, reusable, or not uniquely specific to You or Your Data, including any enhancements, modifications, or improvements to the foregoing. 1.6 “Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses. 1.7 “Marketplace” means an online directory, catalog or marketplace of applications that interoperate with the Subscription Services, including, for example, the Salesforce AppExchange and any successor websites. 1.8 “Order Form” means an ordering document specifying the Subscription Services to be provided hereunder that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. 1.9 “Professional Services” means implementation, configuration, data migration, training, managed services, consulting and other services that We perform for You under a Statement of Work. 1.10 “Salesforce Platform” means the Salesforce cloud platform on which the Subscription Services operate, including Your Salesforce organization. 1.11 “Services” means the Subscription Services and the Professional Services, collectively. 1.12 “Statement of Work” or “SOW” means a document entered into between You and Us that describes Professional Services, including their scope, Deliverables, schedule and fees. 1.13 “Subscription Services” means the GoldFinch software products that You purchase under an Order Form and that are made available to You on the Salesforce Platform, including associated offline components, as described in the Documentation. Subscription Services exclude Third-Party Applications. 1.14 “Third-Party Application” means a web-based or offline software application that is provided by You or a third party and interoperates with the Subscription Services, including, for example, an application that is developed by or for You or is listed on a Marketplace. 1.15 “User” means an individual who is authorized by You to use a Subscription Service, for whom You have ordered the Subscription Service, and to whom You (or We at Your request) have supplied a user identification and password. Users may include, for example, Your employees, consultants, contractors and agents, and third parties with which You transact business. 1.16 “We,” “Us” or “Our” means the company described in Section 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction). 1.17 “You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity. 1.18 “Your Data” means electronic data and information submitted by or for You to the Subscription Services or collected and processed by or for You using the Subscription Services, excluding Third-Party Applications. 2. SUBSCRIPTION SERVICES 2.1 Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Subscription Services are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. 2.2 Usage Limits. Subscription Services are subject to usage limits, including, for example, the quantities specified in Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Subscription Service may not be accessed by more than that number of Users, (b) a User’s password may not be shared with any other individual, and (c) a User identification may be reassigned to a new individual replacing one who no longer requires ongoing use of the Subscription Service. 2.3 Limited Licenses. A “Limited License” permits a User read-only access to GoldFinch objects and the ability to create and edit records on no more than three (3) GoldFinch objects. 2.4 Excess Usage. If You exceed a contractual usage limit, including the limits in Section 2.3, We may work with You to seek to reduce Your usage so that it conforms to that limit. If, notwithstanding Our efforts, You are unable or unwilling to abide by a contractual usage limit, You will execute an Order Form for additional quantities of the applicable Subscription Services promptly upon Our request, and/or pay any invoice for excess usage in accordance with Section 5.2 (Invoicing and Payment). 3. USE OF SERVICES 3.1 Our Responsibilities. We will (a) make the Subscription Services available to You in accordance with this Agreement and the applicable Order Forms, and (b) provide You with standard support for the Subscription Services, in accordance with Our then-current support policy, during the applicable subscription term at no additional charge. You acknowledge that availability of the Subscription Services depends upon the availability of the Salesforce Platform, which We do not control. Accordingly, We make no representations, warranties, or covenants regarding the availability of the Subscription Services to the extent that such availability depends upon the availability of the Salesforce Platform. 3.2 Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, (d) use the Services only in accordance with the Documentation and applicable laws and government regulations, (e) maintain all Salesforce Platform licenses or other platform entitlements required for Your Users to access the Subscription Services, except to the extent such licenses or entitlements are provided by Us under the applicable Order Form, and (f) maintain backups of Your Data in Your Salesforce organization. 3.3 Usage Restrictions. You will not (a) make any Service available to, or use any Service for the benefit of, anyone other than You or Users, (b) sell, resell, license, sub-license, distribute, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party data contained therein, (f) attempt to gain unauthorized access to any Service or its related systems or networks, (g) permit direct or indirect access to or use of any Service in a way that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface thereof, (i) frame or mirror any part of any Service, other than framing on Your own intranets or otherwise for Your own internal business purposes or as permitted in the Documentation, (j) access any Service in order to build a competitive product or service, or (k) reverse engineer any Service (to the extent such restriction is permitted by law). 3.4 Your Data. The Subscription Services may access and process Your Data within Your Salesforce organization and, where necessary to provide the Services, through systems and third-party service providers used by Us. Such processing may include generating reports, quotes, analyses, documents, recommendations, and other results or performing automated functions requested or configured by You. Outputs saved to Your Salesforce organization will become part of Your Data. We will access and process Your Data only as reasonably necessary to provide, maintain, secure, support, or perform the Services; to perform Professional Services; at Your request; or as required by applicable law in accordance with Section 7.3 (Compelled Disclosure). We have no control over, and make no representations, warranties, or covenants regarding, the storage, availability, accessibility, or protection of Your Data by Salesforce or Third-Party Applications, except to the extent expressly provided in this Agreement. 3.5 Protection of Your Data. When We access or process Your Data in connection with the Services, We will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect the security, confidentiality, and integrity of Your Data. We will limit access to Your Data to personnel and service providers who need such access to provide the Services. We may process Your Data outside Your Salesforce organization, including through third-party service providers subject to appropriate confidentiality and security obligations, and will retain it there only as long as reasonably necessary to provide the Services. We remain responsible for Our service providers’ compliance with this Section 3.5. For clarity, Salesforce, Inc. and providers of Third-Party Applications are not Our service providers for purposes of this Agreement. A current list of the service providers that process Your Data is available upon request. 3.6 Your Security Responsibilities. You are responsible for the security configuration and administration of Your Salesforce organization, including User provisioning and deprovisioning, profiles, permission sets, sharing settings, authentication methods, and the security of User credentials. We are not responsible for any unauthorized access to or loss of Your Data resulting from (a) Your or Your Users’ acts or omissions, (b) compromised User credentials not caused by Us, (c) the Salesforce Platform, or (d) Third-Party Applications. 3.7 Security Incidents. If We become aware of unauthorized access to Your Data in systems or service providers controlled by Us (a “Security Incident”), We will notify You without undue delay, provide information reasonably available to Us to help You meet Your obligations, and take reasonable steps to contain and remediate the Security Incident. Our notification of or response to a Security Incident is not an acknowledgment of fault or liability. 3.8 Restricted Data. Unless expressly agreed in an Order Form or SOW, You will not submit to the Services protected health information, payment card data, government identification numbers, or other data subject to heightened regulatory requirements. We have no liability for such data submitted in violation of this Section. 4. PROFESSIONAL SERVICES 4.1 Statements of Work. We will perform Professional Services as described in each Statement of Work. Each SOW will describe the scope, Deliverables, assumptions, schedule, and fees for the Professional Services, and whether they are billed on a fixed-fee or time-and-materials basis. Each SOW is governed by this Agreement. 4.2 Change Orders. Either party may request a change to the scope, schedule or fees of a Statement of Work. No change is binding until both parties sign a written change order. We are not obligated to perform work outside the scope of a signed SOW or change order. 4.3 Your Cooperation. You will provide timely access to Your Salesforce organization, personnel, data, decisions and information reasonably required for Us to perform the Professional Services, as described in the applicable SOW. We are not responsible for delays or additional costs caused by Your failure to do so, and any resulting changes to schedule or fees will be handled under Section 4.2. 4.4 Acceptance. Unless the applicable SOW states otherwise, a Deliverable is deemed accepted ten (10) business days after delivery unless You notify Us in writing within that period of a material nonconformity with the SOW, describing it in reasonable detail. We will correct any such nonconformity and redeliver the Deliverable, and the acceptance period will restart. Your use of a Deliverable in production constitutes acceptance. 4.5 Fees and Expenses. You will pay the fees stated in each SOW. Unless the SOW states otherwise, time-and-materials fees are invoiced monthly in arrears, and fixed fees are invoiced as stated in the SOW. You will reimburse reasonable travel and out-of-pocket expenses that You approve in advance. 4.6 Ownership of Deliverables. Upon payment in full of the applicable fees, You will own configurations, reports, documentation, and other Deliverables created specifically for You under a Statement of Work and residing in Your Salesforce organization, excluding any GoldFinch Materials incorporated in or used to create such Deliverables. We retain all right, title, and interest in and to the GoldFinch Materials. To the extent any GoldFinch Materials are incorporated into a Deliverable owned by You, We grant You a non-exclusive, non-transferable license to use such GoldFinch Materials solely as part of that Deliverable and in connection with Your authorized use of the Subscription Services during the applicable subscription term. 4.7 Personnel. We will assign qualified personnel to perform the Professional Services and may use subcontractors, provided that We remain responsible for their performance and their compliance with this Agreement. 5. FEES AND PAYMENT 5.1 Fees. You will pay all fees specified in Order Forms and Statements of Work. Except as otherwise specified herein, in an Order Form or in a SOW, (i) subscription fees are based on Subscription Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) subscription quantities purchased cannot be decreased during the relevant subscription term. 5.2 Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to Us, You authorize Us to charge such credit card for all Subscription Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 11.2 (Term of Purchased Subscriptions), and for Professional Services fees as they come due. Such subscription charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. Professional Services fees are invoiced in accordance with Section 4.5 (Fees and Expenses). If the Order Form specifies that payment will be by a method other than a credit card, We will invoice subscription fees in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form or SOW, invoiced charges are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information. 5.3 Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future subscription renewals, Order Forms and SOWs on payment terms shorter than those specified in Section 5.2 (Invoicing and Payment). 5.4 Suspension of Service and Acceleration. If any amount owing by You under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our Services to You until such amounts are paid in full. We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with Section 12.2 (Manner of Giving Notice), before suspending Services to You. 5.5 Payment Disputes. We will not exercise Our rights under Section 5.3 (Overdue Charges) or Section 5.4 (Suspension of Service and Acceleration) if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. 5.6 Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this Section 5.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against Us based on Our income, property and employees. 5.7 Future Functionality. You agree that Your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Us regarding future functionality or features. 6. PROPRIETARY RIGHTS AND LICENSES 6.1 Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all of Our/their right, title and interest in and to the Services and GoldFinch Materials, including all of Our/their related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein. 6.2 Ownership of Your Data. As between Us and You, You exclusively own all rights, title, and interest in and to all of Your Data. 6.3 Suggestions. We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual license to use or incorporate into the Services any suggestions, enhancement requests, recommendations, corrections, or other feedback provided by You, including Users, relating to the functionality and/or operation of the Services. 7. CONFIDENTIALITY 7.1 Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data; Our Confidential Information includes the Services and GoldFinch Materials; and Confidential Information of each party includes the terms and conditions of this Agreement and all Order Forms and SOWs (including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. 7.2 Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but not less than reasonable care, (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to its and its Affiliates’ employees, contractors, and service providers who need such access for purposes consistent with this Agreement and who are subject to confidentiality obligations no less protective than those set forth herein. Neither party will disclose the terms of this Agreement or any Order Form or SOW to any third party other than its Affiliates, legal counsel, accountants, contractors, and service providers who have a need to know such information for purposes consistent with this Agreement and who are subject to appropriate confidentiality obligations. Each party will remain responsible for compliance with this Section 7.2 by the persons and entities to whom it discloses Confidential Information. 7.3 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. 8. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS 8.1 Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so. 8.2 Subscription Services Warranties. We warrant that during an applicable subscription term (a) We will maintain the safeguards described in Section 3.5 (Protection of Your Data), (b) We will not materially decrease the overall security of the Subscription Services, (c) the Subscription Services will perform materially in accordance with the applicable Documentation, (d) We will not materially decrease the functionality of the Subscription Services, and (e) the Subscription Services will not introduce Malicious Code into Your systems. For any breach of a warranty in this Section 8.2, Your exclusive remedies are those described in Sections 11.3 (Termination) and 11.4 (Refund or Payment upon Termination). 8.3 Professional Services Warranty. We warrant that the Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. You must notify Us of any breach of this warranty in writing within thirty (30) days after performance of the nonconforming Professional Services. For any breach of this Section 8.3, Your exclusive remedy, and Our sole obligation, is for Us to re-perform the nonconforming Professional Services or, if We are unable to do so within a reasonable time, to refund the fees You paid for the nonconforming Professional Services. 8.4 Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WE MAKE NO WARRANTY REGARDING THE SALESFORCE PLATFORM, THIRD-PARTY APPLICATIONS, OR OTHER THIRD-PARTY PRODUCTS OR SERVICES NOT PROVIDED OR CONTROLLED BY US (OTHER THAN SERVICE PROVIDERS WE USE TO PROVIDE THE SERVICES), INCLUDING THEIR AVAILABILITY, PERFORMANCE, SECURITY, OR FUNCTIONALITY. WE ARE NOT RESPONSIBLE FOR ANY FAILURE, INTERRUPTION, LOSS, OR DAMAGE CAUSED BY THE SALESFORCE PLATFORM OR THIRD-PARTY APPLICATIONS, EXCEPT TO THE EXTENT SUCH FAILURE, INTERRUPTION, LOSS, OR DAMAGE RESULTS FROM OUR BREACH OF THIS AGREEMENT. 9. MUTUAL INDEMNIFICATION 9.1 Indemnification by Us. We will defend You against any claim, demand, suit, or proceeding made or brought against You by a third party alleging that Your authorized use of a Subscription Service or Deliverable in accordance with this Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, attorney fees, and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You, provided You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You, except that We may not settle any Claim Against You unless it unconditionally releases You from all liability, and (c) give Us all reasonable assistance, at Our expense. If We receive information about an infringement or misappropriation claim related to a Subscription Service or Deliverable, We may, in Our discretion and at no cost to You, (i) modify or replace the affected Subscription Service or Deliverable so that it is no longer infringing or misappropriating without materially reducing its functionality, (ii) obtain a license for Your continued use of it in accordance with this Agreement, or (iii) if neither of the foregoing is commercially reasonable, terminate the affected Subscription Service or Deliverable upon thirty (30) days’ written notice and refund any prepaid fees for the terminated Subscription Service covering the period after the effective date of termination or, for a terminated Deliverable, the fees You paid for that Deliverable. Our defense and indemnification obligations under this Section 9.1 will not apply to the extent a Claim Against You arises from (a) a Third-Party Application or the Salesforce Platform, (b) Your Data, (c) modifications to a Subscription Service or Deliverable made by anyone other than Us or at Our direction, (d) the combination or use of a Subscription Service or Deliverable with products, services, processes, data, or materials not provided or approved by Us, where the claim would not have arisen but for such combination or use, (e) designs, specifications, instructions, or materials provided by You, (f) use of a Subscription Service or Deliverable outside the scope of this Agreement, the applicable Order Form or SOW, or the Documentation, (g) Your breach of this Agreement, or (h) Your continued use of an allegedly infringing Subscription Service or Deliverable after We have made available a modification or replacement under this Section 9.1. 9.2 Indemnification by You. You will defend Us against any claim, demand, suit, or proceeding made or brought against Us by a third party arising from (i) Your Data, including Your collection and use of it, (ii) Your use of any Service in breach of this Agreement or applicable law, (iii) designs, specifications, instructions, or materials You provide to Us, or (iv) Third-Party Applications You use with the Services (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees, and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give You sole control of the defense and settlement of the Claim Against Us, except that You may not settle any Claim Against Us unless it unconditionally releases Us from all liability, and (c) give You all reasonable assistance, at Your expense. 9.3 Exclusive Remedy. This Section 9 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section 9. 10. LIMITATION OF LIABILITY 10.1 Limitation of Liability. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE MOST RECENT INCIDENT GIVING RISE TO LIABILITY. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT, TORT, OR OTHERWISE, AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT APPLY TO YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT). THE LIMITATIONS IN THIS SECTION 10 APPLY TO EACH PARTY’S OBLIGATIONS UNDER SECTION 9 (MUTUAL INDEMNIFICATION). 10.2 Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. THIS SECTION 10.2 WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5 (FEES AND PAYMENT) OR SECTION 11.4 (REFUND OR PAYMENT UPON TERMINATION). 11. TERM AND TERMINATION 11.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until all subscriptions and Statements of Work hereunder have expired or have been terminated. 11.2 Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless We have given You written notice of a pricing increase at least 60 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter. 11.3 Termination. A party may terminate this Agreement, or any individual Order Form or SOW, for cause (i) upon 30 days’ written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. 11.4 Refund or Payment upon Termination. If this Agreement, an Order Form, or a SOW is terminated by You in accordance with Section 11.3 (Termination) due to Our uncured material breach, We will (a) refund any prepaid subscription fees covering the remainder of the term of the affected Order Form after the effective date of termination, less any applicable Salesforce fees, and (b) refund any prepaid Professional Services fees for Services not performed as of the effective date of termination. You will remain responsible for Professional Services performed through the effective date of termination. “Applicable Salesforce fees” means fees We have paid or are obligated to pay to Salesforce, Inc. in connection with Your subscriptions for the remaining subscription period that Salesforce, Inc. does not refund or credit to Us. If this Agreement, an Order Form, or a SOW is terminated by Us in accordance with Section 11.3 due to Your uncured material breach, You will pay all unpaid fees due for Services provided through the effective date of termination and, with respect to Subscription Services, any unpaid fees covering the remainder of the applicable subscription term. In no event will termination relieve either party of any payment obligation that accrued prior to the effective date of termination. 11.5 Your Data Portability and Deletion. Because Your Data resides in Your Salesforce organization, it remains available to You under Your agreement with Salesforce after this Agreement expires or terminates. Upon request by You made within 30 days after the effective date of termination or expiration of this Agreement, We will provide reasonable assistance in exporting Your Data from GoldFinch objects at Our then-current Professional Services rates. After that 30-day period, We will have no obligation to provide such assistance, and will thereafter delete or destroy all copies of Your Data in Our systems or otherwise in Our possession or control as provided in the Documentation, unless legally prohibited. 11.6 Surviving Provisions. Section 4.6 (Ownership of Deliverables), Section 5 (Fees and Payment), Section 6 (Proprietary Rights and Licenses), Section 7 (Confidentiality), Section 8.4 (Disclaimers), Section 9 (Mutual Indemnification), Section 10 (Limitation of Liability), Section 11.4 (Refund or Payment upon Termination), Section 11.5 (Your Data Portability and Deletion), Section 12 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction), and Section 13 (General Provisions) will survive any termination or expiration of this Agreement. 12. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION 12.1 General. This Section 12 identifies the entity You are contracting with, where notices should be sent, the law that governs this Agreement, and the courts that have jurisdiction over any lawsuit arising out of or in connection with it. You are contracting with: Micro DataNet, Inc., a New Jersey corporation dba GoldFinch Cloud Solutions, 1 Tower Center Blvd, Suite 1510, East Brunswick, NJ 08816 Notices should be addressed to: Micro DataNet, Inc., Attention: Legal Notices 1 Tower Center Blvd, Suite 1510, East Brunswick, NJ 08816 Email for notices: inquiries@goldfinchcloudsolutions.com The governing law is: State of New Jersey The courts having exclusive jurisdiction are: the state and federal courts located in Middlesex County, New Jersey 12.2 Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, or (iii) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You. 12.3 Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above. 13. GENERAL PROVISIONS 13.1 Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Us in accordance with Section 12.2 (Manner of Giving Notice). 13.2 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You and Us regarding Your use of Services and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in Your purchase order or in any other of Your order documentation (excluding Order Forms and SOWs) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form or Statement of Work, (2) this Agreement, and (3) the Documentation. 13.3 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms and SOWs), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, We will refund to You any prepaid fees covering the remainder of the term of all subscriptions, less any applicable Salesforce fees (as defined in Section 11.4). Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns. 13.4 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 13.5 Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement. 13.6 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. 13.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. 13.8 Customer Attribution. You agree that We may use and display Your name and logo to identify You as a customer on Our website, customer lists, and marketing materials, unless You notify Us in writing that You do not wish to be identified. 13.9 Force Majeure. Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, epidemics, war, terrorism, labor disputes, governmental action, or failures or outages of the Salesforce Platform, internet or utility providers. The affected party will notify the other party promptly and use commercially reasonable efforts to resume performance. Scroll to Top