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Master Subscription
Agreement
1620961758.6
Master Subscription Agreement – Practifi
Table of Contents
Definitions .............................................................................................................................................................. 6
1. Introduction and Your Subscription ............................................................................................................. 8
1.1. Introduction ......................................................................................................................................... 8
1.2. Your Subscription ................................................................................................................................ 9
1.3. Practifi Support .................................................................................................................................... 9
1.4. Amendments to the Agreement .......................................................................................................... 9
2. Intellectual Property Rights ....................................................................................................................... 10
2.1. Intellectual Property.......................................................................................................................... 10
2.2. Acknowledgement of SFDC License .................................................................................................. 10
2.3. Your Data ........................................................................................................................................... 10
2.4. Aggregated Statistics ......................................................................................................................... 11
2.5. No Hacking, Misappropriation, Compliance with Law ....................................................................... 11
3. Payments, Cancellation, Reductions and Termination .............................................................................. 11
3.1. Cancellation, Reductions and Termination ....................................................................................... 11
3.2. Payment ............................................................................................................................................. 12
3.3. Termination ....................................................................................................................................... 12
3.4. Payment Upon Termination ............................................................................................................... 12
3.5. Transition Out Assistance .................................................................................................................. 12
4. User Representations, Warranties & Indemnification ............................................................................... 13
4.1. Representations and Warranties ....................................................................................................... 13
4.2. Indemnification ................................................................................................................................. 13
5. Confidentiality and Customer Data Obligations ......................................................................................... 14
5.1. Confidentiality.................................................................................................................................... 14
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5.2. Practifi Restrictions and Privacy Obligations..................................................................................... 14
5.3. Practifi Org Administration ................................................................................................................ 15
5.4. Retention of Your Data ...................................................................................................................... 16
6. Limited Warranty Exclusions ...................................................................................................................... 16
6.1. Limited Program Warranty................................................................................................................. 16
6.2. Disclaimer .......................................................................................................................................... 16
6.3. SFDC Service Disclaimer.................................................................................................................... 16
7. Limited Liability; Insurance ........................................................................................................................ 16
7.1. Liability............................................................................................................................................... 16
7.2. Insurance ........................................................................................................................................... 17
8. General Provisions ..................................................................................................................................... 17
8.1. Audit Rights ....................................................................................................................................... 17
8.2. Severability ........................................................................................................................................ 17
8.3. Waiver ................................................................................................................................................ 17
8.4. Assignment ........................................................................................................................................ 18
8.5. Section Headings ............................................................................................................................... 18
9. Jurisdiction Specific Terms ........................................................................................................................ 18
9.1. Cloudpractice Pty Ltd trading as Practifi ........................................................................................... 18
9.2. Practifi, Inc......................................................................................................................................... 18
Appendix A – SFDC Service Agreement .................................................................................................................. 19
Definitions ............................................................................................................................................................ 19
1. Use of Service ............................................................................................................................................. 19
2. Third Party Providers .................................................................................................................................. 21
3. Proprietary Rights ....................................................................................................................................... 22
4. Compelled Disclosure ................................................................................................................................ 22
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5. Suggestions ................................................................................................................................................ 22
6. Termination ................................................................................................................................................ 22
7. Subscriptions Non-Cancellable .................................................................................................................. 23
8. Data Storage ............................................................................................................................................... 23
9. No Warranty................................................................................................................................................ 23
10. No Liability ............................................................................................................................................. 23
11. Further Contact ...................................................................................................................................... 23
12. Google Programs and Services .............................................................................................................. 23
13. Third Party Beneficiary........................................................................................................................... 24
Appendix B – Data Processing Addendum.............................................................................................................. 25
1. Definitions .................................................................................................................................................. 25
2. Data Processing .......................................................................................................................................... 26
2.1. Details of Processing ......................................................................................................................... 26
3. Customer Obligations ................................................................................................................................. 27
3.1. Instructions ....................................................................................................................................... 27
3.2. Data Subject and Supervisory Authority Requests............................................................................ 27
3.3. Notice, Consent and Other Authorizations ........................................................................................ 28
4. Practifi Obligations ..................................................................................................................................... 28
4.1. Scope of Processing .......................................................................................................................... 28
4.2. Supervisory Authority Requests ........................................................................................................ 28
4.3. Retention ........................................................................................................................................... 28
4.4. Disclosure to Third Parties ................................................................................................................ 28
4.5. Assistance .......................................................................................................................................... 29
4.6. Security .............................................................................................................................................. 29
4.7. Audits ................................................................................................................................................. 29
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4.8. Salesforce Data Centers .................................................................................................................... 29
5. Subprocessors ............................................................................................................................................ 29
5.1. General Consent Current ................................................................................................................... 29
5.2. Current Sub-Processor List ............................................................................................................... 30
5.3. Customer Objection ........................................................................................................................... 30
5.4. Responsibility .................................................................................................................................... 30
6. Security Incident Notification .................................................................................................................... 30
6.1. Notification ........................................................................................................................................ 30
6.2. Security Incident ............................................................................................................................... 30
7. Miscellaneous ............................................................................................................................................. 31
7.1. Obligations Post-termination ............................................................................................................ 31
7.2. Severability ........................................................................................................................................ 31
Appendix C – Artificial Intelligence Terms.............................................................................................................. 32
Additional Definitions .......................................................................................................................................... 32
1. General Terms ............................................................................................................................................ 33
2. User Access and Restrictions ..................................................................................................................... 34
3. Confidential Information ............................................................................................................................ 35
4. Practifi Representations and Warranties; Disclaimers .............................................................................. 35
5. Indemnification .......................................................................................................................................... 36
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This Agreement details the terms of use for Your Practifi Subscription. This is a legal contract between You and
Practifi.
If you register for a trial for our services, the applicable provisions of this Agreement will also govern that trial.
By accepting this Agreement, either by clicking a box indicating your acceptance or by executing an Order Form
that references this Agreement or by otherwise accessing or using our Services, 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 17 April 2026. It is effective between You and Us as of the date of You
accepting this Agreement.
Definitions
“Aggregated Statistics” means data and information related to Your use of the Services that Practifi uses in an
aggregated and anonymized manner, including without limitation to compile statistical and performance
information related to the provision and operation of the Services
“Agreement” means this Master Subscription Agreement and its appendices.
“AppExchange” means the online directory of on-demand applications that work with the service, located at
http://www.appexchange.com or at any successor websites.
“Business Hours” means between the hours of 7am and 7pm in your Servicing Location.
“Confidential Information” means information (regardless of form) disclosed to or acquired by either party
before or after the date of this agreement, whether orally, in writing or in electronic form, including any client
data, business strategies and processes, system functionality, business operations, forecasts, projections but
does not include information that: (i) is or becomes generally known to the public without breach of any
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obligation owed to the other party; (ii) was known to a party prior to its disclosure by the other party without
breach of any obligation owed to the other party; (iii) was independently developed by a party without breach of
any obligation owed to the other party; or (iv) is received from a third party without breach of any obligation
owed to the other party.
“Data Model” means the documented data structure of the Practifi Application, and such other information
required for a person reasonably skilled in the Platform to transfer Your Data to an alternative application.
“Documentation” means the user guides, manuals and other documentation for the Practifi Application which
details the operating environment and other information reasonably required for a licensee to operate the
Practifi Application.
“Maintenance Services” means updates, upgrades, bug fixes to the Practifi Application.
“Order Form” means a document representing an initial order or add-on order for subscription to the Practifi
Application and/or Support Services.
"Personal Information" means any information or opinion about a natural person (whether or not true)
including "Personal Information" as defined in the Privacy Laws, which is collected or held by Practifi or that is
disclosed by You, in connection with this Agreement.
“Platform” means the online, web-based platform service provided by Salesforce to Practifi in connection with
Practifi’s provision of the Practifi Application to You.
"Privacy Law" means the Privacy Act 1988 (Cth) (as amended from time to time) and any other statute,
regulation or law in Australia or the California Consumer Privacy Act which relates to the protection of Personal
Information and which Practifi must observe.
“Practifi” or “Us” means the contracting entity, as defined in section 9 of this Agreement.
“Practifi Application” means the Practifi software application, including all listed order items, as further
described in the Documentation.
“Practifi Subscription” or “Services” means the combination of the access to the Practifi Application,
Maintenance Services and Support Services, as defined in this Agreement.
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“Salesforce” means salesforce.com.
“Salesforce Infrastructure” means the computer software and hardware infrastructure owned and operated by
Salesforce in which Your Data is stored.
“Servicing Location” means the location specified in your Order Form for the provision of Support
Services.“Support Services” means Maintenance Services, support and administration services provided by
Practifi in conjunction with the Practifi Subscription.
“Users” means Your employees, representatives, consultants, contractors, customers or agents who are
authorized to use the Practifi Application subject to the terms of this Agreement as a result of a subscription to
the Practifi Application having been purchased for such User, and who have been supplied user identifications
and passwords by You (or by Salesforce or Practifi at Your request).
“You” and “Your” means the customer entity that has contracted to purchase subscriptions to use the Practifi
Application, as reflected in Your Order Form, and any third party to which you provide access to the Practifi
Application.
“Your Data” means all electronic data or information submitted by You as and to the extent it resides in the
Salesforce Infrastructure.
1. Introduction and Your Subscription
1.1. Introduction
The Practifi Application enables You to undertake business management, workflow, CRM and other related
functions. The Practifi Application is a cloud-based application developed using Salesforce and operating in
conjunction with the Salesforce App Cloud. In addition to this Agreement, you will be subject to the terms and
conditions of the Appendices herein. Practifi reserves the right to update and add new features that change or
enhance the Practifi Application at any time by providing written notice to You and providing You with assistance
reasonably requested by You. If functionality of any new features requires users of the Practifi Application to
undertake additional training, Practifi will provide, at Your cost, such training as reasonably requested by You.
Terms applicable to any artificial intelligence or large language model or similar features are included in
Appendix C. Any additional terms that may apply to additional features or functionality that Practifi may make
available from time to time will be reflected in an Appendix or Addendum to this Agreement. Notwithstanding
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the above, Practifi will not deprecate any features with less than one hundred and eighty (180) days written
notice.
1.2. Your Subscription
Subject to the provisions of this Agreement, Practifi hereby grants to You a non-exclusive, non-transferable
limited subscription to use the Practifi Application and Documentation. You may not license, sublicense, sell,
resell, transfer, assign, distribute, share or otherwise commercially exploit or make available to any third party
the Practifi Application or Documentation in any way.
Pricing defined on the executed Order Form is for the Practifi Subscription.
1.3. Practifi Support
Your Practifi Subscription incorporates Support Services provisioned by Practifi. Support Services as they relate
to any custom components, are defined in the Practifi Professional Services Agreement. Support Services are
defined as;
1.3.1. updates, upgrades and defect fixes to the standard Practifi Application;
1.3.2. minor adjustments to the configuration of existing features within the Practifi
Application;
1.3.3. minor mass updates to existing data held within the Practifi Application;
1.3.4. administration of user accounts;
1.3.5. access to the online Practifi knowledgebase and PractifiU online learning and
testing resources;
1.3.6. access to the online Practifi support portal; and
1.3.7. guidance on the installation of agreed apps from the Salesforce AppExchange
and from approved Practifi partners.
1.4. Amendments to the Agreement
Practifi may amend the conditions of this Agreement at any time, by notice via email with changes posted at
https://www.practifi.com/msa/.
If you do not agree with a modification to the Agreement, you must notify us in writing at legal@practifi.com
within thirty (30) days after receiving notice of modification. If you give us this notice, your subscription will
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continue to be governed by the terms and conditions of the Agreement prior to modification for the remainder of
your current term. Upon renewal, the Agreement published by us on our website will apply.
No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any
other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future
occasion.
2. Intellectual Property Rights
2.1. Intellectual Property
The Practifi Application and underlying code comprising the Practifi Application are owned by Practifi and are
protected by the copyright, patent, and trade secret laws of the United States, Australia and international
treaties. Subject to exclusions contained in Section 2.2 below, all right, title and interest in the Practifi
Application (including copyright) is owned by Practifi and includes all rights in the original structures and design
incorporated by the Practifi Application to perform its essential functions. You acknowledge that you receive no
such right, title or interest under this Agreement except for the specifically described limited right of use, which
may be revoked under the terms of this Agreement. The look and feel of the Practifi Application is also protected
and you may not duplicate, copy, or reuse any portion of the HTML, CSS or visual design elements without
express written permission from Practifi.
2.2. Acknowledgement of SFDC License
Practifi utilizes Salesforce to provide the Practifi Application. This Agreement incorporates the terms and
conditions of the Salesforce user license that may be modified from time to time by Salesforce.
2.3. Your Data
Practifi claims no rights (including any intellectual property rights) to Your Data that You store and manage using
the Practifi Application. Any of Your Data uploaded using the Practifi Application remains Yours. You are entirely
responsible for Your Data that you upload to the Practifi Application. You hereby grant to Practifi a non-
exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use and display Your Data and
perform all acts with respect to Your Data as may be necessary for Practifi to provide the Services to You, and a
non-exclusive, perpetual, irrevocable, royalty-free, worldwide license to reproduce, distribute, modify, and
otherwise use and display Your Data (in aggregated and anonymized form) to the extent incorporated within the
Aggregated Statistics in connection with Practifi’s business.
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2.4. Aggregated Statistics
Notwithstanding anything to the contrary in this Agreement, Practifi shall be entitled to monitor Your and Your
Users’ use of the Services and collect and compile Aggregated Statistics. As between Practifi, You, and Users, all
right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are
retained solely by Practifi. You acknowledge that Practifi may compile Aggregated Statistics based on Your Data
input into the Services. You agree that Practifi may (i) make Aggregated Statistics publicly available in
compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted
under applicable law.
2.5. No Hacking, Misappropriation, Compliance with Law
You must not modify, adapt or hack the Practifi Application or falsely claim that you or any website you maintain
is associated or affiliated with the Practifi Application. You agree not to reproduce, reverse engineer, duplicate,
copy, sell, resell or exploit any portion of the Practifi Application, use of the Practifi Application or access to the
Practifi Application. You are responsible for all activity occurring under Your user account and shall abide by all
applicable local, state or federal laws, including those related to data privacy and use and transmission of
personal data.
3. Payments, Cancellation, Reductions and Termination
3.1. Cancellation, Reductions and Termination
This Agreement shall be in force for the duration specified in Your Order Form. You are responsible for properly
cancelling or making reductions to your own account. This Agreement will automatically renew for additional
periods of one year at the expiration of the initial or then-current contract term, unless written notice of
termination or reduction is given by either party at least sixty (60) days prior to the expiration of the then-current
term. Any reductions to your subscription can only be made at your contract renewal date and must be in
accordance with the aforementioned notice periods. The per-unit pricing during any such renewal term may be
increased annually effective upon renewal, with each such increase limited to the increase in the U.S.
Department of Labor, Consumer Price Index for All Urban Consumers (“CPI”) for the most recently available 12-
month period preceding such renewal , unless we have given You written notice of a different pricing increase at
least ninety (90) days before the end of such prior term, in which case the such notified pricing increase shall be
effective upon renewal and thereafter.
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3.2. Payment
You agree to pay Practifi the subscription fees reflected in Your Order Form, as such fees may be updated in
accordance with the terms of this Agreement. All payments shall be due within thirty (30) days of the date of the
applicable invoice. Except as otherwise specified in an Order Form, payment obligations are non-cancellable
and fees paid are non-refundable. You agree that any failure to make payment when due will constitute a
default under this Agreement. Except to the extent prohibited by law, Practifi may assess a late charge if You do
not pay on time. The late charge will be the lesser of 1.5% of the unpaid amount each month or the maximum
rate that is permitted by law. Practifi may use a third party to collect past due amounts.
3.3. Termination
Without prejudice to any other rights, Practifi may terminate this Agreement if you fail to comply with any
material terms and conditions of this Agreement and do not cure such failure (to the extent Practifi reasonably
believes it curable) within 15 days of written notice from Practifi specifying the breach. You may also terminate
this Agreement if Practifi fails to comply with any material terms or conditions of this Agreement, provided that
Practifi has not cured such breach within 15 days of your written notice to Practifi specifying the breach.
3.4. Payment Upon Termination
In no event will termination relieve You of Your obligation to pay any fees payable to Practifi for the period prior
to the effective date of termination.
If Practifi, in accordance with Section 3.3, terminates this Agreement, or if You terminate this Agreement for any
reason other than specified in Section 3.1, you will have to pay any fees covering the remainder of the current
term and we will not refund You any prepaid fees.
If You, in accordance with Section 3.3, terminate this Agreement, you will not have to pay any fees covering the
remainder of the term and we will refund You any prepaid fees covering the remainder of the current term after
the effective date of termination.
3.5. Transition Out Assistance
On termination of this Agreement for any reason, Practifi will provide You with all reasonable guidance You
request to transition from the Practifi Application to another application at Your cost up until the Agreement end
date.
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4. User Representations, Warranties & Indemnification
4.1. Representations and Warranties
You represent and warrant (i) that you are using the Practifi Application for lawful purposes and (ii) that you have
provided accurate and complete information to Practifi when entering into this Agreement. By using the Practifi
Application, you warrant that you have full rights to use and upload to the Practifi Application any and all of Your
Data and any other content you upload through, or distribute through, the Practifi Application and that you shall
be solely responsible for the type, quality and accuracy of all Your Data and any other content. You further
acknowledge and agree that you shall be solely responsible for the security of passwords, policies and persons
provided to You to access to the Practifi Application and the content contained therein.
Practifi represents and warrants that:
4.1.1. the Practifi Application will perform in all material respects in accordance with
its Documentation;
4.1.2. it will appoint sufficient staff of suitable training and skills to provide the
Support Services;
4.1.3. the Practifi Application is and will at all times be fit for all purposes represented
to You.
4.2. Indemnification
Practifi will, at its own expense, defend or settle any demand, claim, suit, action or proceeding by a third party
against You alleging that the Practifi Application or its Documentation or their use in accordance with this
Agreement infringes the intellectual property rights of that third party (IPR Claim). In resolution of an IPR Claim
or in the event Practifi reasonably believes and IPR Claim is likely, Practifi, at its sole option and expense, may:
(i) either (A) procure for You the right to continue to use the Practifi Application, Documentation or applicable
portion thereof, as applicable, or (B) provide a replacement or modification for the Practifi Application,
Documentation or applicable portion thereof, as applicable, so as to avoid infringement; or (ii) if neither option
under (i) above is reasonably practical in Practifi’s sole opinion, Practifi may, upon written notice to You, stop
providing the applicable Practifi Application, Documentation or applicable portion thereof and terminate the
application Order Form or this Agreement as a whole. THE FOREGOING SETS FORTH YOUR SOLE REMEDIES
AND PRACTIFI’S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS
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THAT THE PRACTIFI APPLICATION OR DOCUMENTATION INFRINGE, MISAPPROPRIATE, OR OTHERWISE
VIOLATE ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.
You will, at Your expense, defend or settle any demand, claim, suit, action or proceeding by a third party against
Practifi alleging that Your Data or the use of Your Data within the Practifi Application or any modifications that
You make to the Practifi Application infringes the intellectual property rights or other rights of that third party.
Practifi will, at its own expense, defend or settle any demand, claim, suit, action or proceeding by a third party
against You, resulting from actions taken directly by Practifi, that result in a breach of privacy and/or
confidentiality subject to the limits of liability in Section 7 herein.
5. Confidentiality and Customer Data Obligations
5.1. Confidentiality
5.1.1. A party must not disclose or use any Confidential Information of the other party
except as reasonably necessary to perform its obligations or exercise its rights
pursuant to this Agreement.
5.1.2. Each party agrees to take all steps reasonably necessary in order to protect the
Confidential Information of the other party using the same degree of care such
party uses for its own Confidential Information and, in any event, no less than
reasonable care.
5.1.3. A disclosure by one party of Confidential Information of the other party to the
extent required by law shall not be a breach of this agreement provided the
party so compelled promptly provides the other party with prior notice of such
compelled disclosure (to the extent legally permitted).
5.2. Practifi Restrictions and Privacy Obligations
As between the parties, You are responsible for the accuracy and integrity of Your Data that you upload to the
Practifi Application and for all actions of Your Users with respect to Your Data. Practifi will maintain appropriate
administrative, physical, and technical safeguards designed for the protection of the security, confidentiality and
integrity of Your Data as processed by the Practifi Application, as provided in the Data Processing Addendum set
forth Appendix B. Should You use the Practifi Application to transmit Your Data outside of the Practifi
Application, Practifi is not responsible for the privacy, security or integrity of that copy of Your Data. Practifi has a
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data processing agreement with Salesforce that is no less protective of Your Data than the terms of the Data
Processing Addendum set forth in Appendix B. In the event of any breach by Salesforce of the Practifi data
processing agreement with Salesforce resulting in a breach of the Data Processing Addendum that affects Your
Data, Practifi’s liability for any breach of this Section 5 or the Data Processing Addendum set forth in Appendix B
shall be limited as provided in Section 7.
Except as expressly permitted in this Agreement, Practifi shall not:
5.2.1. modify Your Data, except as requested by you;
5.2.2. disclose Your Data, except as compelled by law or as expressly permitted in
writing by You; or
5.2.3. access Your Data, except at Your request in connection with customer support
matters.
In addition, Practifi shall comply with all applicable laws in the provisioning of the Practifi Application to You
and, to the extent applicable, in accordance with our Data Processing Addendum set forth in Appendix B.
To the extent relevant to this Agreement, Practifi shall:
5.2.4. Practifi acknowledges that to the extent it maintains, acquires, discloses, uses,
or has access to any of Your Personally Identifiable Information (“PII”), as
defined by state breach notification statutes, Practifi shall maintain reasonable
security procedures and practices appropriate to the nature of the PII, and
protect the PII from unauthorized access, destruction, use, modification, or
disclosure.
5.2.5. at all times comply with its obligations under the applicable privacy law.
5.3. Practifi Org Administration
In the event Practifi requires access to Your account, or to Your Data in order to administer or configure the
Practifi Application as an admin user or by other means, Practifi must notify You and obtain your permission
prior to accessing Your account.
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5.4. Retention of Your Data
Practifi and Salesforce will not retain Your Data following termination of Your final licence agreement with
Practifi. You are responsible for taking a full backup of Your Data prior to Termination.
6. Limited Warranty Exclusions
6.1. Limited Program Warranty
Practifi warrants that the Practifi Application will function substantially as described in the Documentation and
as otherwise represented to You from time to time. All Software and Services provided may contain errors, and
you acknowledge that use of any Software or Service entails the likelihood of some human and machine errors,
omissions, delays, interruptions, and losses, including inadvertent loss of data. Accordingly, Practifi makes no
warranty that the Practifi Application is error-free and makes no warranty or representation that the Practifi
Application will be free of interruptions due to Salesforce, third-party hosting services, Internet outages and the
like.
6.2. Disclaimer
To the maximum extent permitted by law, with the exception of warranties represented under section 4.1,
Practifi makes no other warranties with respect to the Practifi Application or associated services and Practifi
specifically disclaims any other warranty, express, implied or statutory, including any warranty of
merchantability, fitness for a particular purpose, information content or system integration.
6.3. SFDC Service Disclaimer
The Salesforce service is subject to the particular representations, warranties and disclaimers contained in the
SFDC Service Agreement (Appendix A). Practifi makes no separate representations and warranties concerning
Salesforce.
7. Limited Liability; Insurance
7.1. Liability
You agree that in no event will the total aggregate liability of Practifi for any claims, losses, or damages arising
under this agreement and services performed hereunder, whether in contract or tort, including negligence,
exceed $500,000, even if Practifi has been advised of the possibility of such potential claim, loss, or damage.
The foregoing limitation of liability and exclusion of certain damages shall apply regardless of the success or
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effectiveness of other remedies. IN NO EVENT SHALL PRACTIFI BE LIABLE FOR LOSS OF GOODWILL, PROFIT,
REPUTATION, OR BUSINESS, OR FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR
EXEMPLARY DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF WHETHER
SUCH CLAIM ARISES IN TORT, CONTRACT, OR OTHERWISE AND EVEN IF PRACTIFI HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH POTENTIAL DAMAGES
7.2. Insurance
Practifi will maintain the following insurance during the term of this agreement:
7.2.1. Public and products liability insurance cover to a value of not less than $10
million in the aggregate;
7.2.2. Workers compensation insurance policies as required by law; and
7.2.3. a professional indemnity policy, to a value not less than $10 million per claim
and in the aggregate in any 12-month period.
8. General Provisions
8.1. Audit Rights
During the term of this Agreement, You will maintain records regarding (i) the number of employees enrolled to
use the Practifi Application and (ii) the number of persons authorized to access and/or input content into the
Practifi Application. Practifi shall have the right to request a compliance certificate certifying the number of
employees and authorized persons.
8.2. Severability
Should any court of competent jurisdiction declare any term of this Agreement void or unenforceable, such
declaration shall have no effect on the remaining terms hereof.
8.3. Waiver
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the
event of any breach hereunder shall not be deemed a waiver by the party as to subsequent enforcement of
rights or subsequent actions in the event of future breaches.
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8.4. Assignment
This Agreement and the rights granted under it may not be assigned or transferred by you without Practifi’s
written consent. Practifi will not assign or transfer this Agreement or the rights granted under it without
providing You prior written notice.
Practifi will not affect a change in Control (as this term is defined in section 50AA of the Corporations Act)
without providing You with prior written notice.
8.5. Section Headings
Section headings contained herein are for information purposes only and are of no independent legal force or
effect.
9. Jurisdiction Specific Terms
9.1. Cloudpractice Pty Ltd trading as Practifi
If you are located in Australia, New Zealand or the Asia Pacific region then you are contracting with
Cloudpractice Pty Ltd trading as Practifi contactable at PO Box Q217, Queen Victoria Building, Sydney, 1230,
NSW, Australia, Australia and this Agreement shall be governed by the laws of the state of New South Wales,
Australia, without reference to its conflict of law provisions. In the event of a legal dispute, you hereby
irrevocably accept the personal jurisdiction of the state or federal courts of the state of New South Wales,
Australia. In no event shall the United Nations Convention on Contracts for the International Sale of Goods apply
to, or govern, this Agreement.
9.2. Practifi, Inc.
If you are located in North America, South America, Europe, Middle East, Africa or Antarctica then you are
contracting Practifi, Inc. of 226 N Morgan St, Ste 500, Chicago, Illinois, 60607, United States of America and this
Agreement shall be governed by the laws of the state of Delaware, USA, without reference to its conflict of law
provisions. In the event of a legal dispute, you hereby irrevocably accept the personal jurisdiction of the state or
federal courts of the state of Delaware, USA. In no event shall the United Nations Convention on Contracts for
the International Sale of Goods apply to, or govern, this Agreement.
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Appendix A – SFDC Service Agreement
Definitions
"AppExchange" means the online directory of on-demand applications that work with the Service, located at
http://www.appexchange.com or at any successor websites.
"Platform" means the online, Web-based platform service provided by SFDC to Reseller in connection with
Reseller’s provision of the Reseller Application to You.
“Reseller” means CloudPractice Pty Ltd trading as Practifi.
“Reseller Application” means the Practifi application.
“SFDC Service” means the online, Web-based application and platform service generally made available to the
public via http://www.salesforce.com and/or other designated websites, including associated offline
components but excluding AppExchange applications.
“SFDC“ means salesforce.com.
“Users” means Your employees, representatives, consultants, contractors or agents who are authorized to use
the Service subject to the terms of this SFDC Service Agreement as a result of a subscription to the Reseller
Application having been purchased for such User, and have been supplied user identifications and passwords by
You (or by Salesforce.com or Reseller at Your request).
“You” and “Your” means the customer entity which has contracted to purchase subscriptions to use the
Reseller Application subject to the conditions of this SFDC Service Agreement, together with any other terms
required by Reseller.
"Your Data" means all electronic data or information submitted by You as and to the extent it resides in the
Service.
1. Use of Service
1.1. Each User subscription to the Reseller Application shall entitle one User to use the
Service via the Reseller Application, subject to the terms of this SFDC Service
Agreement, together with any other terms required by Reseller. User subscriptions
cannot be shared or used by more than one User (but may be reassigned from time to
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time to new Users who are replacing former Users who have terminated employment
with You or otherwise changed job status or function and no longer require use of the
Service). For clarity, your subscription to use the Platform hereunder does not include a
subscription to use the SFDC Service or to use it in connection with applications other
than the Reseller Application. If You wish to use the SFDC Service or any of its
functionalities or services, to use another application other than the Reseller
Application, or to create or use additional custom objects beyond those which appear in
the Reseller Application in the form that it has been provided to You by Your Reseller,
visit www.salesforce.com to contract directly with SFDC for such services. In the event
Your access to the Reseller Application provides You with access to the SFDC Service
generally or access to any SFDC Service functionality within it that is in excess to the
functionality described in the Reseller Application’s user guide, and You have not
separately subscribed under a written contract with SFDC for such access, then You
agree to not access and use such functionality, and You agree that Your use of such
functionality, Your use of applications other than the Reseller Application, or Your
creation or use of additional custom objects in the Reseller Application beyond that
which appears in the Reseller Application in the form that it has been provided to You by
your Reseller, would be a material breach of this Agreement.
1.2. Notwithstanding any access you may have to the Platform or the SFDC Service via the
Reseller Application, Reseller is the sole provider of the Reseller Application and You are
entering into a contractual relationship solely with Reseller. In the event that Reseller
ceases operations or otherwise ceases or fails to provide the Reseller Application, SFDC
has no obligation to provide the Reseller Application or to refund You any fees paid by
You to Reseller.
1.3. You (i) are responsible for all activities occurring under Your User accounts; (ii) are
responsible for the content of all Your Data; (iii) shall use commercially reasonable
efforts to prevent unauthorized access to, or use of, the Platform and the SFDC Service,
and shall notify Reseller or Salesforce.com promptly of any such unauthorized use You
become aware of; and (iv) shall comply with all applicable local, state, federal and
foreign laws and regulations in using the Platform and the SFDC Service.
1.4. You shall use the Platform and the SFDC Service solely for Your internal business
purposes and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign,
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distribute, time share or otherwise commercially exploit or make the Platform or the
SFDC Service available to any third party, other than to Users or as otherwise
contemplated by this SFDC Service Agreement; (ii) send spam or otherwise duplicative
or unsolicited messages in violation of applicable laws; (iii) send or store infringing,
obscene, threatening, libellous, or otherwise unlawful or tortious material, including
material that is harmful to children or violates third party privacy rights; (iv) send or
store viruses, worms, time bombs, Trojan horses and other harmful or malicious code,
files, scripts, agents or programs; (v) interfere with or disrupt the integrity or
performance of the Platform or the SFDC Service or the data contained therein; or (vi)
attempt to gain unauthorized access to the Platform or the SFDC Service or its related
systems or networks.
1.5. You shall not (i) modify, copy or create derivative works based on the Platform or the
SFDC Service; (ii) frame or mirror any content forming part of the Platform or the SFDC
Service, other than on Your own intranets or otherwise for Your own internal business
purposes; (iii) reverse engineer the Platform or the SFDC Service; or (iv) access the
Platform or the SFDC Service in order to (A) build a competitive product or service, or (B)
copy any ideas, features, functions or graphics of the Platform or the SFDC Service.
2. Third Party Providers
Reseller and other third-party providers, some of which may be listed on pages within SFDC’s website and
including providers of AppExchange applications, offer products and services related to the Platform, the SFDC
Service, and/or the Reseller Application, including implementation, customization and other consulting services
related to customers’ use of the Platform and/or the SFDC Service, and applications (both offline and online)
that interoperate with the Platform, SFDC Service, and/or the Reseller Application, such as by exchanging data
with the Platform, the SFDC Service, and/or the Reseller Application, or by offering additional functionality within
the user interface of the Platform, the SFDC Service, and/or the Reseller Application through use of the Platform
and/or SFDC Service's application programming interface. SFDC does not warrant any such third-party providers
or any of their products or services, including but not limited to the Reseller Application or any other product or
service of Reseller, whether or not such products or services are designated by SFDC as "certified," "validated"
or otherwise. Any exchange of data or other interaction between You and a third-party provider, including but
not limited to the Reseller Application, and any purchase by You of any product or service offered by such third-
party provider, including but not limited to the Reseller Application, is solely between You and such third-party
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provider. In addition, from time to time, certain additional functionality (not defined as part of the Platform or
SFDC Service) may be offered by SFDC or Reseller to You, for an additional fee, on a pass-through or OEM basis
pursuant to terms specified by the licensor and agreed to by You in connection with a separate purchase by You
of such additional functionality. Your use of any such additional functionality shall be governed by such terms,
which shall prevail in the event of any inconsistency with the terms of this SFDC Service Agreement.
3. Proprietary Rights
Subject to the limited rights expressly granted hereunder, SFDC reserves all rights, title and interest in and to the
Platform and the SFDC Service, including all related intellectual property rights. No rights are granted to You
hereunder other than as expressly set forth in this SFDC Service Agreement. The Platform and the SFDC Service
is deemed SFDC confidential information, and You will not use it or disclose it to any third party except as
permitted in this SFDC Service Agreement.
4. Compelled Disclosure
If either You or SFDC is compelled by law to disclose confidential information of the other party, it shall provide
the other party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable
assistance, at the other party’s cost, if the other party wishes to contest the disclosure.
5. Suggestions
You agree that SFDC shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, perpetual
license to use or incorporate into any SFDC products or services any suggestions, enhancement requests,
recommendations or other feedback provided by You or Your Users relating to the operation of the Platform
and/or the SFDC Service.
6. Termination
Your use of the Platform and the SFDC Service may be immediately terminated and/or suspended upon notice
due to (a) a breach of the terms of this SFDC Service Agreement by You or any User, (b) the termination or
expiration of Reseller’s agreement with SFDC pursuant to which Reseller is providing the Platform as part of the
Reseller Application to You, and/or (c) a breach by Reseller of its obligations to SFDC with respect to the
subscriptions it is providing to You in connection with this SFDC Service Agreement.
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7. Subscriptions Non-Cancellable
Subscriptions for the Platform and the SFDC Service are non-cancellable during a subscription term, unless
otherwise specified in Your agreement with Reseller.
8. Data Storage
The Platform and SFDC Service includes a certain cumulative amount of storage per User subscription for no
additional charge. Contact Your Reseller for additional information. Additional storage may be available for
purchase from the Reseller.
9. No Warranty
Salesforce.com makes no warranties of any kind, including but not limited to with respect to the platform, the
SFDC service, and/or the reseller application, whether express, implied, statutory or otherwise. To the maximum
extent permitted by law, salesforce.com disclaims all conditions, representations and warranties, whether
express, implied, statutory or otherwise, with respect to reseller application and the service, including, without
limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third-
party rights.
10. No Liability
In no event shall SFDC have any liability to you or any user for any damages whatsoever, including but not
limited to direct, indirect, special, incidental, punitive, or consequential damages, or damages based on lost
profits, however caused and, whether in contract, tort or under any other theory of liability, whether or not you
have been advised of the possibility of such damages.
11. Further Contact
SFDC may contact You regarding new SFDC service features and offerings.
12. Google Programs and Services
Platform or SFDC Service features that interoperate with Google programs and services depend on the
continuing availability of applicable Google application programming interfaces (“APIs”) and programs for use
with the Platform and the SFDC Service. If Google Inc. ceases to make such APIs and/or programs available on
reasonable terms to SFDC, SFDC may cease providing such features without entitling You or Reseller to any
refund, credit, or other compensation.
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13. Third Party Beneficiary
SFDC shall be a third-party beneficiary to the agreement between You and Reseller solely as it relates to this
SFDC Service Agreement.
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Appendix B – Data Processing Addendum
This Data Processing Addendum (“DPA”) supplements the Agreement between You and Practifi, when the GDPR
applies to agreed Practifi Services to Process Customer Data. Except as amended by this DPA, the Agreement
will remain in full force and effect. If there is a conflict between any other agreement between the Parties
including the Agreement and this DPA, the terms of this DPA will control.
1. Definitions
Unless otherwise defined in the Agreement, all capitalized terms used in this DPA will have the meanings given
to them below.
“Agreement” means any agreement between Practifi and a specific customer under which Services are
provided by Practifi to that customer. Such an agreement may have various titles, including but not limited to
“Subscription Order Form” or “Statement of Work”.
“Customer” means the entity which determines the purposes and means of Processing of Customer Data.
“Customer Data” means any “personal data” (as defined in GDPR) that is provided by or on behalf of Customer
and Processed by Practifi pursuant to the Agreement.
“Data Protection Laws” means all laws and regulations, including laws and binding regulations of the European
Union, the European Economic Area (“EEA”) and their member states, Switzerland and the United Kingdom, and
any amending or replacement legislation from time to time, applicable to the Processing of Customer Data under
the Agreement.
“GDPR” means the General Data Protection Regulation 2016/679 of the European Parliament and of the
Council of 27 April 2016 on the protection of natural persons regarding the Processing of Personal Data and on
the free movement of such data, and repealing Directive 95/46/EC.
“Permitted Purpose” means the use of the Customer Data to the extent necessary for provision of the Services
by Practifi to the Customer.
“Security Incident” means any unauthorized or unlawful access to, or acquisition, alteration, use, disclosure, or
destruction of Customer Data.
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“Services” means the Practifi services that are engaged by the customer from time to time for support, on
boarding or statements of work.
“Standard Contractual Clauses” means the agreement pursuant to the European Commission decision
(C(2010)593) of 5 February 2010 on standard contractual clauses for the transfer of personal data to
processors established in third countries under Directive 95/46/EC.
“Sub-processor” means any entity engaged by Practifi to Process Customer Data in connection with the
Services.
“Supervisory Authority” means an independent public authority which is established by an EU Member State
pursuant to the GDPR.
Terms such as “Data Subject,” “Processing,” “Controller,” and “Processor” shall have the meaning ascribed
to them in the GDPR.
2. Data Processing
2.1. Details of Processing
2.1.1. Subject Matter: Practifi’s provision of the Services to the Customer.
2.1.2. Nature and Purpose: Practifi will process Customer Data for the
purposes of providing the Services (including administration,
operations, technical and customer support), to Customer in
accordance with the Terms.
2.1.3. Data Subjects: Data Subjects include the individuals about whom data is
provided to Practifi via the Services by or at the direction of the
Customer and natural persons who are employees, representatives, or
other business contacts of the Customer.
2.1.4. Categories of Data: Data relating to individuals provided to Practifi via
the Services, by or at the direction of Customer. The Customer may
submit Customer Data to the Services the extent of which is determined
and controlled by the Customer in its sole discretion, and which may
include, without limitation; personal details (eg. name, DOB), contact
information (eg. phone number, address)
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2.1.5. Special Categories: Applicants may submit special categories of
Customer Data to the Customer via the Services, the extent of which is
determined and controlled by the Customer. For clarity, these special
categories of Customer Data may include information revealing racial or
ethnic origin, political opinions, religious or philosophical beliefs.
2.1.6. Roles of the Parties: The Parties acknowledge and agree that Practifi
will Process the Customer Data in the capacity of a Processor and that
Customer will be the Controller of the Customer Data.
2.1.7. Customer Instructions: The Parties agree this DPA and the Agreement
constitute Customer’s documented instructions regarding Practifi’s
processing of Customer Data. Practifi will process Customer Data only in
accordance with documented instructions.
2.1.8. Compliance with Laws: Each party will comply with all laws, rules and
regulations applicable to it and binding on it in the performance of this
DPA, including the GDPR. Practifi is not responsible for determining the
requirements of laws applicable to Customer’s business or that
Practifi’s provision of the Services meet the requirements of such laws.
3. Customer Obligations
3.1. Instructions
Customer shall warrant that the instructions it provides to Practifi pursuant to this DPA comply with the Data
Protection Laws.
3.2. Data Subject and Supervisory Authority Requests
The Customer shall be responsible for communications and leading any efforts to comply with all requests made
by Data Subjects under the Data Protection Laws, and all communications from Supervisory Authorities that
relate to Customer Data, in accordance with Data Protection Laws. To the extent such requests or
communications require Practifi’s assistance, the Customer shall notify Practifi of the Data Subject or
Supervisory Authority request.
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3.3. Notice, Consent and Other Authorizations
Customer is responsible for providing the necessary notice to the Data Subjects under the Data Protection Laws.
Customer is responsible for obtaining, and demonstrating evidence that it has obtained all necessary consents,
authorizations and required permissions under the Data Protection Laws in a valid manner for Practifi to perform
the Services.
4. Practifi Obligations
4.1. Scope of Processing
Practifi will Process Customer Data on documented instructions from the Customer, and in such manner as is
necessary for the provision of Services except as required to comply with a legal obligation to which Practifi is
subject. Suppose Practifi believes any documented instruction or additional processing instructions from
Customer violates the GDPR or other Data Protection Laws. In that case, Practifi will inform Customer without
undue delay and may suspend the performance of the Services until Customer has modified or confirmed the
lawfulness of the additional processing instruction in writing. Customer acknowledges and agrees that Practifi is
not responsible for performing legal research or for providing legal advice to Customer.
4.2. Supervisory Authority Requests
Practifi will assist Customer in addressing any communications and abiding by any advice or orders from the
Supervisory Authority relating to the Customer Data.
4.3. Retention
Practifi will retain Customer Data only for as long as is deemed necessary for the Permitted Purpose, or as
required by applicable laws. At completion of Services, Practifi will destroy their copy of any Customer data.
4.4. Disclosure to Third Parties
4.4.1. Practifi will not disclose the Customer Data to third parties except as
permitted by this DPA or the Agreement, unless Practifi is required to
disclose the Customer Data by applicable laws, in which case Practifi
shall (to the extent permitted by law) notify the Customer in writing and
liaise with the Customer before complying with such disclosure request.
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4.4.2. Practifi treats all Customer Data as strictly confidential and requires all
employees, agents, and Sub-processors engaged in Processing the
Customer Data to commit themselves to confidentiality, and not Process
the Customer Data for any other purposes, except on instructions from
Customer.
4.5. Assistance
Taking into account the nature of the Processing and the information available, Practifi will provide assistance to
Customer in complying with its obligations under GDPR Articles 32-36 (inclusive) (which address obligations
with regard to security, breach notifications, data protection impact assessments, and prior consultation). Upon
request, Practifi will provide Customer a list of processing operations.
4.6. Security
Practifi will keep Customer Data confidential and implement and maintain administrative, physical, technical
and organizational safeguards for the security (including protection against accidental or unlawful loss,
destruction, alteration, damage, unauthorized disclosure of, or access to, Customer Data transmitted, stored or
otherwise Processed), confidentiality and integrity of Customer Data.
4.7. Audits
Practifi may (but is not obliged to) use external or internal auditors to verify the adequacy of our Security
Measures.
4.8. Salesforce Data Centers
Whilst outside of the control of Practifi, we recommend the Customer also consider the Salesforce Data
Processing Addendum in relation to the Customer Data that is stored on the platform. Information can be found
at salesforce.com.
5. Subprocessors
5.1. General Consent Current
You agree that we can share Your Customer Data with Sub-Processors in order to provide You the Services. We
will impose contractual obligations on our Sub-Processors, and contractually obligate our Sub-Processors to
impose contractual obligations on any further subcontractors which they engage to process Your Customer
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Data, which provide the same level of data protection for Your Customer Data in all material respects as the
contractual obligations imposed in this Data Processing Addendum, to the extent applicable to the nature of the
Services provided by such Sub-Processor.
5.2. Current Sub-Processor List
A list of our current Sub-Processors is available upon request by sending an email to privacy@practifi.com.
5.3. Customer Objection
Provided that your objection is reasonable and related to data protection concerns, you may object to any Sub-
Processor by sending an email to privacy@practifi.com. If you object to any Sub-Processor and your objection is
reasonable and related to data protection concerns, we will use commercially reasonable efforts to make
available to you a means of avoiding the processing of Your Customer Data by the objected-to Sub-Processor. If
Practifi is unable to make available such change within a reasonable period of time, which will not exceed 30
days, You may terminate the portion of any Agreement relating to the Services that cannot be reasonably
provided without the objected-to new Sub-processor by providing written notice to Practifi.
5.4. Responsibility
Practifi will remain responsible for its compliance with the obligations of this DPA and for any acts and omissions
of its Sub-processors that cause Practifi to breach any of Practifi’s obligations under this DPA.
6. Security Incident Notification
6.1. Notification
Practifi shall, to the extent permitted by law, notify Customer without undue delay, but no later than 48 hours
after becoming aware of any Security Incident.
6.2. Security Incident
Practifi’s notification of a Security Incident to the Customer to the extent known should include: (a) the nature of
the incident; (b) the date and time upon which the incident took place and was discovered; (c) the number of
data subjects affected by the incident; (d) the categories of Customer Data involved; (e) the measures – such as
encryption, or other technical or organizational measures – that were taken to address the incident, including
measures to mitigate the possible adverse effects; (f) whether such proposed measures would result in a
disproportionate effort given the nature of the incident; (g) the name and contact details of the data protection
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officer or other contact; and (h) a description of the likely consequences of the incident. The Customer alone
may notify any public authority.
7. Miscellaneous
7.1. Obligations Post-termination
Termination or expiration of this DPA shall not discharge the Parties from their obligations meant to survive the
termination or expiration of this DPA.
7.2. Severability
Any provision of this DPA that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective to the extent of such prohibition or unenforceability without invaliding the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provision in any other jurisdiction. The Parties will attempt to agree upon a valid and
enforceable provision that is a reasonable substitute and shall incorporate such substitute provision into this
DPA.
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Appendix C – Artificial Intelligence Terms
This Appendix for Artificial Intelligence Terms (“AI Terms’) sets forth the terms and conditions specific to Your
use of Services from Practifi which utilize “Artificial Intelligence” or “AI Technology” (as defined below) and are
supplemental to the terms and conditions of the Agreement.
Additional Definitions
Capitalized terms used but not defined in these AI Terms have the meaning given to them in the Agreement.
“Artificial Intelligence” or “AI” means features or functionality available as an add-on to the Practifi
Application that can learn to solve complex problems, make decisions, or undertake tasks that require human-
like sensing, perception, cognition, planning, learning, communication, or physical action.
“Artificial Intelligence Technology” or “AI Technology” means any and all training, self-improving, or machine
learning software, algorithms, hardware, or other artificial intelligence software, programs, or tools of any kind
that may be provided for use in or in connection with the Practifi Application.
“Intended Purpose” means the purpose for which the AI Technology is intended to be used by Practifi,
including the specific context and conditions of use.
"Model Training" means the process of developing, building, or improving an AI or machine learning model
through exposure to data sets, including through techniques such as fine-tuning. For the avoidance of doubt,
Model Training does not include the generation of vector embeddings or the use of AI Technology to process
Your Data for the purpose of providing Services to You.
“Output Data” means data generated by AI Technology, including as a result of processing of Your Data, and
comprises two categories:
(a) Practifi Output Data means Output Data that constitutes or derives from system prompts, system-
defined actions, model configurations, or other inputs originated and controlled by Practifi, including but
not limited to AI-generated predictions, classifications, recommended or prescribed actions, and
summarizations produced by Practifi's AI Technology independent of Your Data. All Practifi Output Data
shall be owned by Practifi and licensed to You solely for use in connection with the Services.
(b) Client Output Data means Output Data generated from or derived from Your Data, including but not
limited to summaries, extractions, classifications, or generative outputs (such as images, videos,
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sounds, and text) produced by AI Technology processing Your Data. All Client Output Data shall remain
the sole and exclusive property of You, and Practifi shall have no ownership interest in such data. Practifi
may process Client Output Data solely to the extent necessary to provide the Services.
“Prompt” means the question or other request a user submits to an AI Technology.
"Retrieval-Augmented Generation" or "RAG" means a technique by which AI Technology retrieves
contextually relevant information from a dedicated data store — including Vector Embeddings derived from Your
Data — to inform or augment responses generated by the AI Technology.
"Vector Embeddings" means numerical representations of Your Data generated by processing such data
through an AI model, used to enable similarity and semantic search functionality within the Practifi Application.
1. General Terms
Practifi will not use AI Technology in connection with Your Data unless You have enabled the AI Technology
features of the Practifi Application.
1.1. To the extent that Practifi uses any AI Technology provided by a third party, such AI Technology is
considered part of the Practifi Application, and such third party is a subcontractor for purposes of this
Agreement. Practifi agrees that it will not grant any third-party subcontractor any greater rights with
respect to Your Data than contemplated in this Agreement.
1.2. Practifi shall not access or use Your Data or Prompts for purposes other than providing AI Technology
services to You. For the avoidance of doubt, Practifi shall not use Your Data or Prompts for Model
Training. Practifi shall not use Your Data or Prompts in any manner that would directly expose or reveal
Your Data to other clients or third parties.
1.3. Practifi will not input Your Data into any open source or publicly available versions of any AI Technology
tools.
1.4. Certain features of the AI Technology utilize retrieval-augmented generation ("RAG") functionality.
Where You have enabled such features, Practifi will process Your Data through an AI model solely to
generate Vector Embeddings which are stored in a dedicated vector database for the purpose of
enabling semantic search and related AI features within the Practifi Application. The following applies
to such processing: (a) Your Data is processed to generate Vector Embeddings but is not stored in raw
or identifiable form outside of Your Salesforce environment; (b) Vector Embeddings are stored in a
dedicated database provisioned exclusively for Your organization and are not accessible to or shared
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with any other Practifi client; (c) RAG features that access Your conversations, notes, or other long-form
data within the Practifi Application require Your explicit activation and are not enabled by default. For
the avoidance of doubt, the generation and storage of Vector Embeddings does not constitute Model
Training as defined in this Appendix.
1.5. You acknowledge and agree that AI Technology generates Output Data based on machine learning
algorithms and statistical models, and that such Output Data may contain inaccuracies, errors, or
inconsistencies. Practifi makes no representations or warranties regarding the accuracy, completeness,
reliability, or suitability of any Output Data for any particular purpose. You are solely responsible for
reviewing, validating, and determining the appropriateness of any Output Data before relying upon or
acting upon such information. Practifi disclaims all liability for any decisions made or actions taken
based on Output Data generated by AI Technology.
1.6. Practifi shall maintain strict logical separation between the data of different clients. Your Data,
including any Vector Embeddings or other derivative representations thereof, shall not be stored in, or
accessible from, any shared data environment that contains the data of any other Practifi client.
1.7. Practifi will develop and implement an AI governance framework for the use and improvement of AI
Technology in connection with Practifi’s Application and Services, including implementing quality
assurance and quality control procedures.
2. User Access and Restrictions
To the extent that you have direct access to the AI Technology through the Practifi Application and Services:
2.1. You will only use the AI Technology and the Outputs generated by the AI Technology as incorporated in
the Practifi Application and Services and solely for your own internal business purposes.
2.2. You will not: a) access or use the AI Technology except as permitted by the Agreement; (b) modify,
translate, disassemble, de-compile, reverse engineer, or otherwise attempt to derive the source code,
underlying ideas, algorithms, file formats, or non-public APIs of the AI Technology, in whole or in part;
(b) use the AI Technology to build or support products or services that compete with Practifi, its
subcontractors, or the AI Technology, or to otherwise copy or create derivative works based on any
aspect of the AI Technology; (c) disclose the AI Technology or any documentation to any third party,
except as expressly permitted under this Agreement and subject to confidentiality obligations no less
protective than those set forth herein; and (d) use the AI Technology to create, train, test or improve
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artificial intelligence or machine learning models (including any architectures, models or weights),
including on the Outputs (or any derivatives thereof).
3. Confidential Information
Prompts shall be deemed Your Confidential Information and may not be used to train the AI Technology other
than for the benefit of You and it shall not be used for the benefit of Practifi’s other users or customers.
4. Practifi Representations and Warranties; Disclaimers
In addition to the representations and warranties in the Agreement, Practifi hereby represents and warrants: (i)
(ii) Practifi’s delivery and use of the AI Technology complies with applicable law (including without limitation
those pertaining to data privacy, data security, and financial or health care regulations); and (iii) Practifi
maintains and shall continue to maintain commercially reasonable and industry standard conforming security
safeguards and controls, including proper access controls for the AI Technology.
EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, PRACTIFI AND ITS SUBCONTRACTORS
MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ALL SUCH
ADDITIONAL WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING
THE FOREGOING, PRACTIFI AND ITS SUBCONTRACTORS DO NOT WARRANT THAT THE AI TECHNOLOGY (OR
THE RESULTS OR OUTPUT FROM THE AI TECHNOLOGY) (A) WILL BE ACCURATE, ADEQUATE, COMPLETE,
RELIABLE, CURRENT, UNINTERRUPTED, OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE
RESULTS THAT MAY BE OBTAINED FROM USE OF THE AI TECHNOLOGY, AND (B) WILL MEET YOUR OR ANY
OTHER PERSON’S REQUIREMENTS, ACHIEVE ANY INTENDED RESULT, BE ACCURATE, COMPLETE, OR ERROR
FREE. IN ADDITION: (C) ALL THIRD-PARTY TECHNOLOGY UTILIZED IN CONNECTION WITH THE AI
TECHNOLOGY ARE PROVIDED “AS IS”.
DUE TO THE NATURE OF MACHINE LEARNING, THE OUTPUT GENERATED BY YOU USING THE AI TECHNOLOGY
MAY NOT BE UNIQUE ACROSS USERS, AS THE AI TECHNOLOGY MAY PRODUCE THE SAME OR SIMILAR
OUTPUT FOR YOU AND ANY OTHER USERS OF THE AI TECHNOLOGY. TWO DIFFERENT PARTIES MAY RECEIVE
THE SAME OR SIMILAR OUTPUT AFTER SUBMITTING THEIR RESPECTIVE PROMPTS. YOU ACKNOWLEDGE AND
AGREE THAT MODELS DEVELOPED OR TRAINED BASED ON PROMPT MAY BECOME UNAVAILABLE AT ANY
POINT DURING THE TERM.
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Master Subscription Agreement – Practifi
THE AI TECHNOLOGY AND ANY OUTPUTS ARE NOT INTENDED TO BE A SUBSTITUTE FOR FINANCIAL, LEGAL,
ACCOUNTING, OR OTHER PROFESSIONAL SERVICE OR ADVICE.
5. Indemnification
In addition to your indemnity obligations in the Agreement, You agree to (1) defend and/or handle at its own
cost and expense any Claim against Practifi and its subcontractors and their respective officers, directors,
employees, representatives, and agents (the “Indemnitees”) to the extent arising from each of the following: (a)
any Claim that, if true, would constitute a breach of this Agreement; by You (b) any Claim alleging that Your
Prompts violate or infringe the intellectual property rights of any third party, including, without limitation, any
patent, trademark, trade secret, or copyright; (c) any Claim arising from Your grossly negligent acts or omissions
or willful misconduct; or (d) Your violation of applicable law, rule or regulation; and (2) indemnify and hold the
Indemnitees harmless from and against any and all liabilities, losses, damages, costs and expenses (including,
without limitation, reasonable attorneys’ fees) associated or incurred in connection therewith.
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