Contracts
- Master Services Agreement (MSA)
- Technical Support
- Service Level Agreement
- Data Security Exhibit
- Salesforce.com Platform Addendum
- Acceptable Use Policy
- Application Management Support Terms & Conditions
- CCI Commonly Extracted Terms
- CLM Accelerator Add-On Amendment
- CLM Accelerator SOW
- CLM Generator and CLM Initiator Accelerator Add-On Amendment
- CLM Solution Assurance SOW
- Conga API Certification SOW
- Conga Architect Terms & Conditions
- Conga Assist Terms & Conditions
- Conga Care Terms & Conditions
- Conga Composer Accelerator SOW
- Conga Composer Web Accelerator Add-On Amendment
- Conga Composer Web Accelerator SOW
- Conga Contract Intelligence Implementation SOW
- Conga Contracts Accelerator Add-On Amendment
- Conga Contracts Accelerator SOW
- Conga Contracts for Salesforce Accelerator Add-On Amendment
- Conga Contracts for Salesforce Accelerator SOW
- Conga Discovery AI Implementation SOW
- Conga Discovery AI Accelerator Add-on
- Conga Sign Web Accelerator SOW
- Conga Sign Web App Add-On Amendment
- Conga Solution Assurance SOW
- Conga Training Terms and Conditions
- CPQ Essentials Accelerator Plus SOW
- CPQ Program Architect SOW
- Data Processing Addendum
- Data Processing Addendum (Pre-Signed)
- Data Processing Addendum for Partners
- End User License Agreement
- Global Customer Travel & Expense Policy
- Product Specific Terms
- Professional Services Terms
- Professional Services On Demand Terms & Conditions
- Reciprocal Subcontractor Terms
- Service Descriptions
- SMB In A Box Subcontractor Professional Services Agreement
- Solution Assessment SOW
- Supplier Code of Conduct
- TAM Terms & Conditions
- Technical Support Case Handling Guidelines
- Template SOW
- Training Services Terms & Conditions (Legacy)
- X-Author Terms
- CLM Accelerator For Clinical Research Edition SOW
- CLM Business or Enterprise Edition Accelerator SOW
- CLM Essentials Accelerator SOW
- CLM Generator Accelerator SOW
- CLM Initiator Accelerator SOW
- CLM Quick Start Accelerator SOW
- Conga Sign Essentials/Essentials Plus Accelerator Services SOW
- Conga Sign OneSpan Add-On Amendment
- Conga Sign Web & API Advisory Accelerator SOW
- CPQ Essentials Accelerator SOW
- Conga Free Trial Terms and Conditions
Master Services Agreement (MSA)
Effective May 17th 2024
DownloadTable of Contents
This Master Services Agreement (“Agreement”), including any applicable addenda, appendices, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Conga Corporation (“Conga”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
If you receive a free trial, the Agreement will also govern your use of the Subscription Services during the trial period.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”), unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This Master Services Agreement applies to Customer’s use of the online subscription services, including associated offline components and packaged technical support services, provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more Conga ordering documents signed by the parties (each, an “Order Form”). This Master Services Agreement and all executed Order Forms, including any addenda, appendices, and exhibits, are collectively referred to as the “Agreement.” All capitalized terms not defined herein will have the meanings attributed to them in the Order Form.
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order Form (the “Subscription Term”), Conga will (i) provision and/or make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; and (ii) the functionality of the Subscription Services will not be materially decreased from that available as of the Effective Date. Conga may release updates or upgrades, including push upgrades, to the Subscription Services during the Subscription Term, however, Customer agrees that its purchase of the Subscription Services is not contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Conga with respect to future functionality or features. Customer’s affiliates (“Affiliates”) may purchase Subscription Services from Conga pursuant to this Agreement. In such event, all references to “Customer” hereunder shall instead refer to such Affiliate identified in the applicable Order Form(s).
1.3 Subscription Services Users. Subject to the applicable entitlements, limits, and constraints set forth in the Order Form, Customer may authorize Customer’s (or its Affiliates’) named employees, representatives, consultants, contractors, partners, or agents (each, a natural person) to use the Subscription Service by supplying user identifications and passwords for such individuals (“Users”). Additionally, if applicable, Users may use Service Events, SMS Events, or Conga Sign Transactions, or other volume-based Subscription Services, subject to the applicable entitlements, limits, and constraints set forth in the Order Form. Customer may increase the quantity of Subscription Services pursuant to mutual execution of an additional Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Service Level Agreement. Conga will make the Subscription Services available in accordance with the Conga Service Level Agreement further described at http://legal.conga.com/#service-level-agreement (“SLA”).
1.5 Technical Support. Conga will provide technical support services in accordance with the level of technical support indicated in the Order Form ("Technical Support").
1.6 Service Descriptions. Conga will publish and maintain Service Descriptions that describe the material functionality of, and product-specific terms applicable to, the Subscription Services (“Service Descriptions”), which shall be updated from time-to-time and located at: https://legal.conga.com/#service-descriptions.
1.7 Professional Services. If Customer wishes to purchase implementation or other professional services from Conga relating to the Subscription Services (“Professional Services”), such work will be described in one or more separate statement(s) of work (“SOW”) or Order Form(s), in certain cases. Any Professional Services to be provided to Customer by Conga will be governed by the SOW and the Professional Services Terms found at: https://legal.conga.com/#professional-services-terms. Professional Services are separate and apart from the Subscription Services, and neither party’s obligations in connection with the Subscription Services are dependent in any way on any Professional Services. Training services purchased via Order Form or SOW will be considered Professional Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, and reliability of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Customer grants Conga a limited license to process and store Customer Data, where applicable, to provide, operate, maintain, and improve the Subscription Services in accordance with this Agreement. Customer will ensure all Customer-controlled system settings for Users are consistent with applicable entitlements, limits, and constraints, including license types and quantities, set forth in each Order Form, or otherwise in this Agreement. Seat based licenses are intended for direct use by named Users and automated or programmatic use is not permitted. Transactions, including Service Events (each as defined in the Order Form, if applicable), may be used in automated or programmatic workflows and may also be consumed by seat-based Users. If Customer exceeds a contractual usage limit (e.g., User count, Transactions, Service Events, Document Ingestions, etc.), Conga may work with Customer to align Customer’s usage to the applicable entitlements, limits, and constraints. If, notwithstanding Conga’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Subscription Services promptly upon Conga’s request, and/or pay any invoice for excess usage in accordance with Section 4 (Fees and Payment) below.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; (vii) access the Subscription Services for purposes of penetration, vulnerability, or other security testing, load testing, benchmarking, or competitive purposes; or (viii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order Form or in this Agreement. User subscriptions are for individual Users and cannot be shared or used by more than one User at a time, but may be reassigned to new Users replacing former Users who no longer require use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services in accordance with the terms of the Agreement. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Third-Party Providers. Certain third-party providers (“Third-Party Providers”) offer products and services related to the Subscription Services, including implementation, customization and other consulting services related to Customer's use of the Subscription Services and software, applications (both offline and online), and software-as-a-service offerings that work in conjunction with, or may be integrated with the Subscription Services, such as CRM applications. Conga is not responsible for, and does not warrant any such Third-Party Providers or any of their products or services. Customer is solely responsible for obtaining any necessary rights or licenses thereto, and the results therefrom. Any exchange of data or other interaction between Customer and a Third-Party Provider, and any purchase by Customer of any product or service offered by such provider, is solely between Customer and such Third-Party Provider. Notwithstanding the foregoing, to the extent Customer purchases such third-party products or services directly from Conga, the providers of such products or services shall not be considered Third-Party Providers hereunder.
2.4 SFDC’s Role. If the applicable Subscription Services are hosted on the customer relationship management platform provided by Salesforce.com, Inc. ("Salesforce Platform"), Customer recognizes and agrees that its access to the Salesforce Platform via the Subscription Services is subject to the SFDC Terms of Use, made available by Salesforce here: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/alliance-agreements-and-terms/Reseller-Pass-Through-Terms.pdf.
3. Security and Data Protection.
3.1 Protection of Customer Data. Conga has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security and privacy of Customer Data, as further described in the Data Security Exhibit found at https://legal.conga.com/#data-security-exhibit. Conga will not be responsible for loss of data processed, stored or transmitted on systems or networks not owned or operated by Conga or its Sub-processors (as such term is defined in the DPA).
3.2. Data Privacy. Conga’s Data Processing Addendum is available at https://legal.conga.com/#dpa and is incorporated into this Agreement by reference when applicable data protection law(s) applies to Customer’s use of the Subscription Services.
3.3 Use of Services Attributes and Anonymized Data. Conga may collect, use and disclose quantitative and other usage information, including data derived from Customer Data, (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. Services Attributes will be considered in the aggregate form only and will be anonymized, so as not to identify Customer or its Users . Conga retains all rights, title and interest in and to Services Attributes.
4. Fees & Payment.
4.1 Fees. Customer will pay all fees specified in all Order Forms hereunder. Except as otherwise provided in an Order Form(s), all fees will be invoiced and paid in United States dollars. Except as expressly set forth otherwise in the Agreement, fees (i) are based on quantities of Subscription Services detailed in an Order Form; (ii) will not be prorated or refunded if actual usage or number of Users is less than expected; and (iii) are non-cancellable and non-refundable. Any fees paid pursuant to an Order Form will not offset any fees due under any other Order Form.
4.2 Invoicing & Payment. Fees for Subscription Services will be invoiced annually in advance and otherwise in accordance with the Order Form. All amounts are due and payable thirty (30) days from the invoice date.
4.3 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
4.4 Taxes. Unless explicitly set forth otherwise, fees in an Order Form or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Conga is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice, unless Customer provides Conga with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer is responsible for paying all Taxes, excluding only taxes based on Conga’s income and personal property. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Conga of such location(s) if different than Customer’s business address listed in the applicable Order Form.
4.5 Suspension of Subscription Services. If Customer is in violation of this Agreement, or if Customer has an outstanding invoice that is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Conga reserves the right to suspend the Subscription Services, without liability to Customer, until such violation ceases and/or overdue amounts are paid in full.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga may utilize (A) Conga Corporation and Conga marks and brands, including the conga.com name, the Conga logo, the Conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including data contained within Conga database fields or objects, available to anyone other than Users, or use the Subscription Services, including information or data contained within Conga database fields or objects, for the benefit of any non-User; (iv) permit direct or indirect access to or use of any Subscription Services in a way that circumvents a contractual usage limit, or use any Subscription Services to access, copy or use any of Conga Technology, except as permitted under this Agreement or an Order Form, (v) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) create Internet "links" to or from the Subscription Service, or "frame" or "mirror" any content forming part of the Subscription Service for the benefit of non-Users; (vii) use or access the Subscription Services or Conga Technology to build, support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (viii) include the Subscription Services in a service bureau or outsourcing offering.
5.3 Customer Data. As between Conga and Customer, all Customer Data is owned by Customer. Customer Data is considered Confidential Information and shall be used solely as expressly permitted in the Agreement. During the Subscription Term, Customer may extract all Customer Data from the Subscription Services at its sole discretion.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Subscription Services, the Conga Technology, business plans, technology and technical information, screen and product designs, interoperability of the Subscription Services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7. Warranties; Warranties Disclaimer.
7.1 Warranties.
(a) Mutual Warranty. Each party represents and warrants that it has the legal power to enter into this Agreement.
(b) Data Warranty. Customer represents and warrants that Customer owns and has obtained all rights, consents, permissions, or licenses necessary to allow the Subscription Service’s access to, or possession, manipulation, processing, or use of the Customer Data and Customer templates.
(c) Subscription Services Warranty. Conga represents and warrants that the Subscription Services will (i) be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) perform in all material respects in accordance with the applicable Service Description(s), as updated from time to time; and (iii) that it owns or otherwise has sufficient rights to the Subscription Services to perform its obligations herein.
(d) Malicious Code. Customer represents and warrants that it will not upload any Customer Data or Customer templates to the Subscription Services that contain any programming routines, code, files, scripts, macros, or other elements that may damage, surreptitiously intercept or expropriate any system, data, or personal information through agents or programs intended to do harm, including for example viruses, worms, time bombs and Trojan horses (“Malicious Code”). Conga warrants and represents that Conga shall use all commercially reasonable efforts to prevent the introduction of any Malicious Code to Customer.
7.2 Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 ABOVE AND IN THE SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. CONGA DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
8. Mutual Indemnification.
8.1 Indemnification by Conga. Subject to this Agreement, Conga will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Subscription Services as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Conga in a monetary settlement of such Claim. Conga’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data or Customer technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) any use of the Subscription Services not in compliance with this Agreement. In the event of a Claim, Conga will, in its discretion and at no cost to Customer do one of the following: (A) modify the Subscription Services so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Subscription Services in accordance with this Agreement, or (C) terminate the subscription for the infringing Subscription Services and refund to Customer any prepaid fees for the remainder of the Subscription Term. THIS SECTION 8.1 SETS FORTH THE ENTIRE OBLIGATION OF CONGA AND CUSTOMER’S EXCLUSIVE REMEDY AGAINST CONGA FOR ANY CLAIM UNDER THIS SECTION.
8.2 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any Claim made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
8.3 Procedure. As a condition to the indemnifying party’s obligations under this Section 8, the party seeking indemnification must (a) promptly give written notice of the Claim to the indemnifying party; (b) give the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provide to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance. Notwithstanding the foregoing, the indemnified party will have the option to participate in the defense of the indemnified matter, using counsel of its own selection, at the indemnified party’s expense.
9. Limitation of Liability.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM SECTION 8 (MUTUAL INDEMNIFICATION), CUSTOMER’S PAYMENT OBLIGATIONS, AND EACH PARTY’S DATA SECURITY AND PRIVACY OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF ITS BREACH OF DATA SECURITY AND PRIVACY OBLIGATIONS HEREUNDER, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, SHALL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWENTY-FOUR (24) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Exclusion of Consequential and Related Damages. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERRORS OR, INACCURACY OF OUTPUT; (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY; (iii) LOSS OF BUSINESS OR LOST PROFITS; (iv) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (v) MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date set forth in the relevant Order Form(s) and continue for the Subscription Term specified therein. Unless advised in writing by Customer (via email to renewallt@conga.com) at least forty-five (45) days prior to the expiration of the then-current Subscription Term, Conga may automatically renew the Subscription Services described in the active Order Form(s) for a new Subscription Term equal to the longest Subscription Term of such expiring Order Form(s). The Subscription Services fees and Technical Support fees shall increase by ten percent (10%) for each and any renewal term, provided the product type(s), quantity(ies), and Subscription Term duration are the same as in the expiring Order Form(s).
10.3 Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services, including managed packages.
10.4 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, Conga will refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
10.5 Outstanding Fees. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Conga prior to the effective date of termination.
10.6 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, and 11.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 Publicity Rights. Conga may identify Customer as a Conga customer on its website and other marketing promotions. The parties agree to work together to draft and publish a press release regarding the relationship between Customer and Conga, with final wording subject to Customer approval.
11.3 Insurance. At its own expense, Conga shall maintain insurance coverage necessary to protect against insurable risks related to the Subscription Services and other related services, including cyber errors and omissions insurance, employer liability insurance, automobile insurance, network security and privacy liability insurance, and worker’s compensation insurance as required by applicable law. Conga shall procure blanket named insured coverage for Customer. Conga will provide Customer with a Certificate of Insurance evidencing the above policies and limits, no more than once yearly, and upon written request.
11.4 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.5 Notices. Conga may give general notices for Subscription Services applicable to all customers by means of a notice on the Subscription Services web portal or via email. Specific notices applicable to Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Customer's e-mail address on record in Conga’s account information. All legal or dispute-related notices will be sent by first class mail, email, or express delivery, if to Conga, attention General Counsel, at P.O. Box 7839, Broomfield, Colorado 80021 U.S.A., or legal@conga.com, and if to Customer, to Customer's account representative and address on record in Conga’s account information or such other addresses as either party may designate in writing from time to time.
11.6 Force Majeure. Excluding Customer’s payment obligations under Section 4, neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.7 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.9 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.10 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules.
11.11 Venue. The state and federal courts located in the State of Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.12 Export Control Laws. The use and delivery of the Subscription Services and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Subscription Services under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
11.13 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms executed hereunder, constitute the entire agreement between the parties, and supersede 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. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order Form executed hereunder, the terms of this Agreement will prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order Form that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
Effective May 16th 2024 to May 17th 2024
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This Master Services Agreement (“Agreement”), including any applicable addenda, appendices, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Conga Corporation (“Conga”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
If you receive a free trial, the Agreement will also govern your use of the Subscription Services during the trial period.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”), unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This Master Services Agreement applies to Customer’s use of the online subscription services, including associated offline components and packaged technical support services, provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more Conga ordering documents signed by the parties (each, an “Order Form”). This Master Services Agreement and all executed Order Forms, including any addenda, appendices, and exhibits, are collectively referred to as the “Agreement.” All capitalized terms not defined herein will have the meanings attributed to them in the Order Form.
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order Form (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (iii) the functionality of the Subscription Services will not be materially decreased from that available as of the Effective Date. Conga may release updates or upgrades, including push upgrades, to the Subscription Services during the Subscription Term, however, Customer agrees that its purchase of the Subscription Services is not contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Conga with respect to future functionality or features. Customer’s affiliates (“Affiliates”) may purchase Subscription Services from Conga pursuant to this Agreement. In such event, all references to “Customer” hereunder shall instead refer to such Affiliate identified in the applicable Order Form(s).
1.3 Subscription Services Users. Subject to the applicable entitlements, limits, and constraints set forth in the Order Form, Customer may authorize Customer’s (or its Affiliates’) named employees, representatives, consultants, contractors, partners, or agents to use the Subscription Service by supplying user identifications and passwords for such individuals (“Users”). Additionally, if applicable, Users may use Service Events, SMS Events, or Conga Sign Transactions, or other volume-based Subscription Services, subject to the applicable entitlements, limits, and constraints set forth in the Order Form. Customer may increase the quantity of Subscription Services pursuant to mutual execution of an additional Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Service Level Agreement. Conga will make the Subscription Services available in accordance with the Conga Service Level Agreement further described at http://legal.conga.com/#service-level-agreement (“SLA”).
1.5 Technical Support. Conga will provide technical support services in accordance with the level of technical support indicated in the Order Form ("Technical Support").
1.6 Service Descriptions. Conga will publish and maintain Service Descriptions that describe the material functionality of, and product-specific terms applicable to, the Subscription Services (“Service Descriptions”), which shall be updated from time-to-time and located at: https://legal.conga.com/#service-descriptions.
1.7 Professional Services. If Customer wishes to purchase implementation or other professional services from Conga relating to the Subscription Services (“Professional Services”), such work will be described in one or more separate statement(s) of work (“SOW”) or Order Form(s), in certain cases. Any Professional Services to be provided to Customer by Conga will be governed by the SOW and the Professional Services Terms found at: https://legal.conga.com/#professional-services-terms. Professional Services are separate and apart from the Subscription Services, and neither party’s obligations in connection with the Subscription Services are dependent in any way on any Professional Services. Training services purchased via Order Form or SOW will be considered Professional Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, and reliability of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Customer grants Conga a limited license to process and store Customer Data, where applicable, to provide, operate, maintain, and improve the Subscription Services in accordance with this Agreement. Customer will ensure all Customer-controlled system settings for Users are consistent with applicable entitlements, limits, and constraints, including license types and quantities, set forth in each Order Form, or otherwise in this Agreement. Seat based licenses are intended for direct use by named Users and automated or programmatic use is not permitted. Transactions, including Service Events, are intended to be used for automated or programmatic use and can also be consumed by seat-based Users. If Customer exceeds a contractual usage limit, Conga may work with Customer to align Customer’s usage to the applicable entitlements, limits, and constraints. If, notwithstanding Conga’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Subscription Services promptly upon Conga’s request, and/or pay any invoice for excess usage in accordance with Section 4 (Fees and Payment) below.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; (vii) access the Subscription Services for purposes of penetration, vulnerability, or other security testing, load testing, benchmarking, or competitive purposes; or (viii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order Form or in this Agreement. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services in accordance with the terms of the Agreement. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Third-Party Providers. Certain third-party providers (“Third-Party Providers”) offer products and services related to the Subscription Services, including implementation, customization and other consulting services related to Customer's use of the Subscription Services and software, applications (both offline and online), and software-as-a-service offerings that work in conjunction with, or may be integrated with the Subscription Services, such as CRM applications. Conga is not responsible for, and does not warrant any such Third-Party Providers or any of their products or services. Customer is solely responsible for obtaining any necessary rights or licenses thereto, and the results therefrom. Any exchange of data or other interaction between Customer and a Third-Party Provider, and any purchase by Customer of any product or service offered by such provider, is solely between Customer and such Third-Party Provider. Notwithstanding the foregoing, to the extent Customer purchases such third-party products or services directly from Conga, the providers of such products or services shall not be considered Third-Party Providers hereunder.
2.4 SFDC’s Role. If the applicable Subscription Services are hosted on the customer relationship management platform provided by Salesforce.com, Inc. ("Salesforce Platform"), Customer recognizes and agrees that its access to the Salesforce Platform via the Subscription Services is subject to the SFDC Terms of Use, made available by Salesforce here: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/alliance-agreements-and-terms/Reseller-Pass-Through-Terms.pdf.
3. Security and Data Protection.
3.1 Protection of Customer Data. Conga has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security and privacy of Customer Data, as further described in the Data Security Exhibit found at https://legal.conga.com/#data-security-exhibit. Conga will not be responsible for loss of data processed, stored or transmitted on systems or networks not owned or operated by Conga or its Sub-processors (as such term is defined in the DPA).
3.2. Data Privacy. Conga’s Data Processing Addendum is available at https://legal.conga.com/#dpa and is incorporated into this Agreement by reference when applicable data protection law(s) applies to Customer’s use of the Subscription Services.
3.3 Use of Services Attributes and Anonymized Data. Conga may collect, use and disclose quantitative and other usage information, including data derived from Customer Data, (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. Services Attributes will be considered in the aggregate form only and will be anonymized, so as not to identify Customer or its Users . Conga retains all rights, title and interest in and to Services Attributes.
4. Fees & Payment.
4.1 Fees. Customer will pay all fees specified in all Order Forms hereunder. Except as otherwise provided in an Order Form(s), all fees will be invoiced and paid in United States dollars. Except as expressly set forth otherwise in the Agreement, fees (i) are based on quantities of Subscription Services detailed in an Order Form; (ii) will not be prorated or refunded if actual usage or number of Users is less than expected; and (iii) are non-cancellable and non-refundable. Any fees paid pursuant to an Order Form will not offset any fees due under any other Order Form.
4.2 Invoicing & Payment. Fees for Subscription Services will be invoiced annually in advance and otherwise in accordance with the Order Form. All amounts are due and payable thirty (30) days from the invoice date.
4.3 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
4.4 Taxes. Unless explicitly set forth otherwise, fees in an Order Form or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Conga is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice, unless Customer provides Conga with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer is responsible for paying all Taxes, excluding only taxes based on Conga’s income and personal property. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Conga of such location(s) if different than Customer’s business address listed in the applicable Order Form.
4.5 Suspension of Subscription Services. If Customer is in violation of this Agreement, or if Customer has an outstanding invoice that is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Conga reserves the right to suspend the Subscription Services, without liability to Customer, until such violation ceases and/or overdue amounts are paid in full.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga may utilize (A) Conga Corporation and Conga marks and brands, including the conga.com name, the Conga logo, the Conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including data contained within Conga database fields or objects, available to anyone other than Users, or use the Subscription Services, including information or data contained within Conga database fields or objects, for the benefit of any unrelated third party or as a component of any non-Conga database fields or objects; (iv) permit direct or indirect access to or use of any Subscription Services in a way that circumvents a contractual usage limit, or use any Subscription Services to access, copy or use any of Conga Technology, except as permitted under this Agreement or an Order Form, (v) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (v) use or access the Subscription Services or Conga Technology to build, support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vi) include the Subscription Services in a service bureau or outsourcing offering.
5.3 Customer Data. As between Conga and Customer, all Customer Data is owned by Customer. Customer Data is considered Confidential Information and shall be used solely as expressly permitted in the Agreement. During the Subscription Term, Customer may extract all Customer Data from the Subscription Services at its sole discretion.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Subscription Services, the Conga Technology, business plans, technology and technical information, screen and product designs, interoperability of the Subscription Services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7. Warranties; Warranties Disclaimer.
7.1 Warranties.
(a) Mutual Warranty. Each party represents and warrants that it has the legal power to enter into this Agreement.
(b) Data Warranty. Customer represents and warrants that Customer owns and has obtained all rights, consents, permissions, or licenses necessary to allow the Subscription Service’s access to, or possession, manipulation, processing, or use of the Customer Data and Customer templates.
(c) Subscription Services Warranty. Conga represents and warrants that the Subscription Services will (i) be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) perform in all material respects in accordance with the applicable Service Description(s), as updated from time to time; and (iii) that it owns or otherwise has sufficient rights to the Subscription Services to perform its obligations herein.
(d) Malicious Code. Customer represents and warrants that it will not upload any Customer Data or Customer templates to the Subscription Services that contain any programming routines, code, files, scripts, macros, or other elements that may damage, surreptitiously intercept or expropriate any system, data, or personal information through agents or programs intended to do harm, including for example viruses, worms, time bombs and Trojan horses (“Malicious Code”). Conga warrants and represents that Conga shall use all commercially reasonable efforts to prevent the introduction of any Malicious Code to Customer.
7.2 Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 ABOVE AND IN THE SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. CONGA DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
8. Mutual Indemnification.
8.1 Indemnification by Conga. Subject to this Agreement, Conga will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Subscription Services as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Conga in a monetary settlement of such Claim. Conga’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data or Customer technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) any use of the Subscription Services not in compliance with this Agreement. In the event of a Claim, Conga will, in its discretion and at no cost to Customer do one of the following: (A) modify the Subscription Services so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Subscription Services in accordance with this Agreement, or (C) terminate the subscription for the infringing Subscription Services and refund to Customer any prepaid fees for the remainder of the Subscription Term. THIS SECTION 8.1 SETS FORTH THE ENTIRE OBLIGATION OF CONGA AND CUSTOMER’S EXCLUSIVE REMEDY AGAINST CONGA FOR ANY CLAIM UNDER THIS SECTION.
8.2 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any Claim made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
8.3 Procedure. As a condition to the indemnifying party’s obligations under this Section 8, the party seeking indemnification must (a) promptly give written notice of the Claim to the indemnifying party; (b) give the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provide to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance. Notwithstanding the foregoing, the indemnified party will have the option to participate in the defense of the indemnified matter, using counsel of its own selection, at the indemnified party’s expense.
9. Limitation of Liability.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM SECTION 8 (MUTUAL INDEMNIFICATION), CUSTOMER’S PAYMENT OBLIGATIONS, AND EACH PARTY’S DATA SECURITY AND PRIVACY OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF ITS BREACH OF DATA SECURITY AND PRIVACY OBLIGATIONS HEREUNDER, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, SHALL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWENTY-FOUR MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Exclusion of Consequential and Related Damages. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERRORS OR, INACCURACY OF OUTPUT; (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY; (iii) LOSS OF BUSINESS OR LOST PROFITS; (iv) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (v) MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date set forth in the relevant Order Form(s) and continue for the Subscription Term specified therein. Unless advised in writing by Customer (via email to renewallt@conga.com) at least forty-five (45) days prior to the expiration of the then-current Subscription Term, Conga may automatically renew the Subscription Services described in the active Order Form(s) for a new Subscription Term equal to the longest Subscription Term of such expiring Order Form(s). The Subscription Services fees and Technical Support fees shall increase by ten percent (10%) for each and any renewal term, provided the product type(s), quantity(ies), and Subscription Term duration are the same as in the expiring Order Form(s).
10.3 Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services, including managed packages.
10.4 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, Conga will refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
10.5 Outstanding Fees. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Conga prior to the effective date of termination.
10.6 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, and 11.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 Publicity Rights. Conga may identify Customer as a Conga customer on its website and other marketing promotions. The parties agree to work together to draft and publish a press release regarding the relationship between Customer and Conga, with final wording subject to Customer approval.
11.3 Insurance. At its own expense, Conga shall maintain insurance coverage necessary to protect against insurable risks related to the Subscription Services and other related services, including cyber errors and omissions insurance, employer liability insurance, automobile insurance, network security and privacy liability insurance, and worker’s compensation insurance as required by applicable law. Conga shall procure blanket named insured coverage for Customer. Conga will provide Customer with a Certificate of Insurance evidencing the above policies and limits, no more than once yearly, and upon written request.
11.4 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.5 Notices. Conga may give general notices for Subscription Services applicable to all customers by means of a notice on the Subscription Services web portal or via email. Specific notices applicable to Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Customer's e-mail address on record in Conga’s account information. All legal or dispute-related notices will be sent by first class mail, email, or express delivery, if to Conga, attention General Counsel, at P.O. Box 7839, Broomfield, Colorado 80021 U.S.A., or legal@conga.com, and if to Customer, to Customer's account representative and address on record in Conga’s account information or such other addresses as either party may designate in writing from time to time.
11.6 Force Majeure. Excluding Customer’s payment obligations under Section 4, neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.7 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.9 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.10 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules.
11.11 Venue. The state and federal courts located in the State of Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.12 Export Control Laws. The use and delivery of the Subscription Services and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Subscription Services under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
11.13 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms executed hereunder, constitute the entire agreement between the parties, and supersede 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. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order Form executed hereunder, the terms of this Agreement will prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order Form that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
Effective September 25th 2023 to May 16th 2024
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This Master Services Agreement (“Agreement”), including any applicable addenda, appendices, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Conga”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
If you receive a free trial, the Agreement will also govern your use of the Subscription Services during the trial period.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”), unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This Master Services Agreement applies to Customer’s use of the online subscription services, including associated offline components and packaged technical support services, provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more Conga ordering documents signed by the parties (each, an “Order Form”). This Master Services Agreement and all executed Order Forms, including any addenda, appendices, and exhibits, are collectively referred to as the “Agreement.” All capitalized terms not defined herein will have the meanings attributed to them in the Order Form.
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order Form (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (iii) the functionality of the Subscription Services will not be materially decreased from that available as of the Effective Date. Conga may release updates or upgrades, including push upgrades, to the Subscription Services during the Subscription Term, however, Customer agrees that its purchase of the Subscription Services is not contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Conga with respect to future functionality or features. Customer’s affiliates (“Affiliates”) may purchase Subscription Services from Conga pursuant to this Agreement. In such event, all references to “Customer” hereunder shall instead refer to such Affiliate identified in the applicable Order Form(s).
1.3 Subscription Services Users. Subject to the applicable entitlements, limits, and constraints set forth in the Order Form, Customer may authorize Customer’s (or its Affiliates’) named employees, representatives, consultants, contractors, partners, or agents to use the Subscription Service by supplying user identifications and passwords for such individuals (“Users”). Additionally, if applicable, Users may use Service Events, SMS Events, or Conga Sign Transactions, or other volume-based Subscription Services, subject to the applicable entitlements, limits, and constraints set forth in the Order Form. Customer may increase the quantity of Subscription Services pursuant to mutual execution of an additional Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Service Level Agreement. Conga will make the Subscription Services available in accordance with the Conga Service Level Agreement further described at http://legal.conga.com/#service-level-agreement (“SLA”).
1.5 Technical Support. Conga will provide technical support services in accordance with the level of technical support indicated in the Order Form ("Technical Support").
1.6 Service Descriptions. Conga will publish and maintain Service Descriptions that describe the material functionality of, and product-specific terms applicable to, the Subscription Services (“Service Descriptions”), which shall be updated from time-to-time and located at: https://legal.conga.com/#service-descriptions.
1.7 Professional Services. If Customer wishes to purchase implementation or other professional services from Conga relating to the Subscription Services (“Professional Services”), such work will be described in one or more separate statement(s) of work (“SOW”) or Order Form(s), in certain cases. Any Professional Services to be provided to Customer by Conga will be governed by the SOW and the Professional Services Terms found at: https://legal.conga.com/#professional-services-terms. Professional Services are separate and apart from the Subscription Services, and neither party’s obligations in connection with the Subscription Services are dependent in any way on any Professional Services. Training services purchased via Order Form or SOW will be considered Professional Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, and reliability of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Customer grants Conga a limited license to process and store Customer Data, where applicable, to provide, operate, maintain, and improve the Subscription Services in accordance with this Agreement. Customer will ensure all Customer-controlled system settings for Users are consistent with applicable entitlements, limits, and constraints, including license types and quantities, set forth in each Order Form, or otherwise in this Agreement. Seat based licenses are intended for direct use by named Users and automated or programmatic use is not permitted. Transactions, including Service Events, are intended to be used for automated or programmatic use and can also be consumed by seat-based Users. If Customer exceeds a contractual usage limit, Conga may work with Customer to align Customer’s usage to the applicable entitlements, limits, and constraints. If, notwithstanding Conga’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Subscription Services promptly upon Conga’s request, and/or pay any invoice for excess usage in accordance with Section 4 (Fees and Payment) below.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; (vii) access the Subscription Services for purposes of penetration, vulnerability, or other security testing, load testing, benchmarking, or competitive purposes; or (viii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order Form or in this Agreement. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services in accordance with the terms of the Agreement. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Third-Party Providers. Certain third-party providers (“Third-Party Providers”) offer products and services related to the Subscription Services, including implementation, customization and other consulting services related to Customer's use of the Subscription Services and software, applications (both offline and online), and software-as-a-service offerings that work in conjunction with, or may be integrated with the Subscription Services, such as CRM applications. Conga is not responsible for, and does not warrant any such Third-Party Providers or any of their products or services. Customer is solely responsible for obtaining any necessary rights or licenses thereto, and the results therefrom. Any exchange of data or other interaction between Customer and a Third-Party Provider, and any purchase by Customer of any product or service offered by such provider, is solely between Customer and such Third-Party Provider. Notwithstanding the foregoing, to the extent Customer purchases such third-party products or services directly from Conga, the providers of such products or services shall not be considered Third-Party Providers hereunder.
2.4 SFDC’s Role. If the applicable Subscription Services are hosted on the customer relationship management platform provided by Salesforce.com, Inc. ("Salesforce Platform"), Customer recognizes and agrees that its access to the Salesforce Platform via the Subscription Services is subject to the SFDC Terms of Use, made available by Salesforce here: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/alliance-agreements-and-terms/Reseller-Pass-Through-Terms.pdf.
3. Security and Data Protection.
3.1 Protection of Customer Data. Conga has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security and privacy of Customer Data, as further described in the Data Security Exhibit found at https://legal.conga.com/#data-security-exhibit. Conga will not be responsible for loss of data processed, stored or transmitted on systems or networks not owned or operated by Conga or its Sub-processors (as such term is defined in the DPA).
3.2. Data Privacy. Conga’s Data Processing Addendum is available at https://legal.conga.com/#dpa and is incorporated into this Agreement by reference when applicable data protection law(s) applies to Customer’s use of the Subscription Services.
3.3 Use of Services Attributes and Anonymized Data. Conga may collect, use and disclose quantitative and other usage information, including data derived from Customer Data, (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. Services Attributes will be considered in the aggregate form only and will be anonymized, so as not to identify Customer or its Users . Conga retains all rights, title and interest in and to Services Attributes.
4. Fees & Payment.
4.1 Fees. Customer will pay all fees specified in all Order Forms hereunder. Except as otherwise provided in an Order Form(s), all fees will be invoiced and paid in United States dollars. Except as expressly set forth otherwise in the Agreement, fees (i) are based on quantities of Subscription Services detailed in an Order Form; (ii) will not be prorated or refunded if actual usage or number of Users is less than expected; and (iii) are non-cancellable and non-refundable. Any fees paid pursuant to an Order Form will not offset any fees due under any other Order Form.
4.2 Invoicing & Payment. Fees for Subscription Services will be invoiced annually in advance and otherwise in accordance with the Order Form. All amounts are due and payable thirty (30) days from the invoice date.
4.3 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
4.4 Taxes. Unless explicitly set forth otherwise, fees in an Order Form or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Conga is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice, unless Customer provides Conga with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer is responsible for paying all Taxes, excluding only taxes based on Conga’s income and personal property. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Conga of such location(s) if different than Customer’s business address listed in the applicable Order Form.
4.5 Suspension of Subscription Services. If Customer is in violation of this Agreement, or if Customer has an outstanding invoice that is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Conga reserves the right to suspend the Subscription Services, without liability to Customer, until such violation ceases and/or overdue amounts are paid in full.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga may utilize (A) Apttus Corporation and Conga marks and brands, including the apttus.com name, the conga.com name, the Apttus logo, the Conga logo, the Apttus.com domain name, the Conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including data contained within Conga database fields or objects, available to anyone other than Users, or use the Subscription Services, including information or data contained within Conga database fields or objects, for the benefit of any unrelated third party or as a component of any non-Conga database fields or objects; (iv) permit direct or indirect access to or use of any Subscription Services in a way that circumvents a contractual usage limit, or use any Subscription Services to access, copy or use any of Conga Technology, except as permitted under this Agreement or an Order Form, (v) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (v) use or access the Subscription Services or Conga Technology to build, support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vi) include the Subscription Services in a service bureau or outsourcing offering.
5.3 Customer Data. As between Conga and Customer, all Customer Data is owned by Customer. Customer Data is considered Confidential Information and shall be used solely as expressly permitted in the Agreement. During the Subscription Term, Customer may extract all Customer Data from the Subscription Services at its sole discretion.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Subscription Services, the Conga Technology, business plans, technology and technical information, screen and product designs, interoperability of the Subscription Services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7. Warranties; Warranties Disclaimer.
7.1 Warranties.
(a) Mutual Warranty. Each party represents and warrants that it has the legal power to enter into this Agreement.
(b) Data Warranty. Customer represents and warrants that Customer owns and has obtained all rights, consents, permissions, or licenses necessary to allow the Subscription Service’s access to, or possession, manipulation, processing, or use of the Customer Data and Customer templates.
(c) Subscription Services Warranty. Conga represents and warrants that the Subscription Services will (i) be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) perform in all material respects in accordance with the applicable Service Description(s), as updated from time to time; and (iii) that it owns or otherwise has sufficient rights to the Subscription Services to perform its obligations herein.
(d) Malicious Code. Customer represents and warrants that it will not upload any Customer Data or Customer templates to the Subscription Services that contain any programming routines, code, files, scripts, macros, or other elements that may damage, surreptitiously intercept or expropriate any system, data, or personal information through agents or programs intended to do harm, including for example viruses, worms, time bombs and Trojan horses (“Malicious Code”). Conga warrants and represents that Conga shall use all commercially reasonable efforts to prevent the introduction of any Malicious Code to Customer.
7.2 Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 ABOVE AND IN THE SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. CONGA DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
8. Mutual Indemnification.
8.1 Indemnification by Conga. Subject to this Agreement, Conga will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Subscription Services as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Conga in a monetary settlement of such Claim. Conga’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data or Customer technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) any use of the Subscription Services not in compliance with this Agreement. In the event of a Claim, Conga will, in its discretion and at no cost to Customer do one of the following: (A) modify the Subscription Services so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Subscription Services in accordance with this Agreement, or (C) terminate the subscription for the infringing Subscription Services and refund to Customer any prepaid fees for the remainder of the Subscription Term. THIS SECTION 8.1 SETS FORTH THE ENTIRE OBLIGATION OF CONGA AND CUSTOMER’S EXCLUSIVE REMEDY AGAINST CONGA FOR ANY CLAIM UNDER THIS SECTION.
8.2 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any Claim made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
8.3 Procedure. As a condition to the indemnifying party’s obligations under this Section 8, the party seeking indemnification must (a) promptly give written notice of the Claim to the indemnifying party; (b) give the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provide to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance. Notwithstanding the foregoing, the indemnified party will have the option to participate in the defense of the indemnified matter, using counsel of its own selection, at the indemnified party’s expense.
9. Limitation of Liability.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM SECTION 8 (MUTUAL INDEMNIFICATION), CUSTOMER’S PAYMENT OBLIGATIONS, AND EACH PARTY’S DATA SECURITY AND PRIVACY OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF ITS BREACH OF DATA SECURITY AND PRIVACY OBLIGATIONS HEREUNDER, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, SHALL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWENTY-FOUR MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Exclusion of Consequential and Related Damages. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERRORS OR, INACCURACY OF OUTPUT; (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY; (iii) LOSS OF BUSINESS OR LOST PROFITS; (iv) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (v) MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date set forth in the relevant Order Form(s) and continue for the Subscription Term specified therein. Unless advised in writing by Customer (via email to renewallt@conga.com) at least forty-five (45) days prior to the expiration of the then-current Subscription Term, Conga may automatically renew the Subscription Services described in the active Order Form(s) for a new Subscription Term equal to the longest Subscription Term of such expiring Order Form(s). The Subscription Services fees and Technical Support fees shall increase by ten percent (10%) for each and any renewal term, provided the product type(s), quantity(ies), and Subscription Term duration are the same as in the expiring Order Form(s).
10.3 Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services, including managed packages.
10.4 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, Conga will refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
10.5 Outstanding Fees. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Conga prior to the effective date of termination.
10.6 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, and 11.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 Publicity Rights. Conga may identify Customer as a Conga customer on its website and other marketing promotions. The parties agree to work together to draft and publish a press release regarding the relationship between Customer and Conga, with final wording subject to Customer approval.
11.3 Insurance. At its own expense, Conga shall maintain insurance coverage necessary to protect against insurable risks related to the Subscription Services and other related services, including cyber errors and omissions insurance, employer liability insurance, automobile insurance, network security and privacy liability insurance, and worker’s compensation insurance as required by applicable law. Conga shall procure blanket named insured coverage for Customer. Conga will provide Customer with a Certificate of Insurance evidencing the above policies and limits, no more than once yearly, and upon written request.
11.4 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.5 Notices. Conga may give general notices for Subscription Services applicable to all customers by means of a notice on the Subscription Services web portal or via email. Specific notices applicable to Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Customer's e-mail address on record in Conga’s account information. All legal or dispute-related notices will be sent by first class mail, email, or express delivery, if to Conga, attention General Counsel, at P.O. Box 7839, Broomfield, Colorado 80021 U.S.A., or legal@conga.com, and if to Customer, to Customer's account representative and address on record in Conga’s account information or such other addresses as either party may designate in writing from time to time.
11.6 Force Majeure. Excluding Customer’s payment obligations under Section 4, neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.7 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.9 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.10 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules.
11.11 Venue. The state and federal courts located in the State of Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.12 Export Control Laws. The use and delivery of the Subscription Services and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Subscription Services under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
11.13 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms executed hereunder, constitute the entire agreement between the parties, and supersede 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. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order Form executed hereunder, the terms of this Agreement will prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order Form that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
Effective July 27th 2023 to September 25th 2023
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This Master Services Agreement (“Agreement”), including any applicable addenda, appendices, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Conga”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
If you receive a free trial, the Agreement will also govern your use of the Subscription Services during the trial period.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”), unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This Master Services Agreement applies to Customer’s use of the online subscription services, including associated offline components and packaged technical support services, provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more Conga ordering documents signed by the parties (each, an “Order Form”). This Master Services Agreement and all executed Order Forms, including any addenda, appendices, and exhibits, are collectively referred to as the “Agreement.” All capitalized terms not defined herein will have the meanings attributed to them in the Order Form.
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order Form (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (iii) the functionality of the Subscription Services will not be materially decreased from that available as of the Effective Date. Conga may release updates or upgrades, including push upgrades, to the Subscription Services during the Subscription Term, however, Customer agrees that its purchase of the Subscription Services is not contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Conga with respect to future functionality or features. Customer’s affiliates (“Affiliates”) may purchase Subscription Services from Conga pursuant to this Agreement. In such event, all references to “Customer” hereunder shall instead refer to such Affiliate identified in the applicable Order Form(s).
1.3 Subscription Services Users. Subject to the applicable entitlements, limits, and constraints set forth in the Order Form, Customer may authorize Customer’s (or its Affiliates’) named employees, representatives, consultants, contractors, partners, or agents to use the Subscription Service by supplying user identifications and passwords for such individuals (“Users”). Additionally, if applicable, Users may use Service Events, SMS Events, or Conga Sign Transactions, or other volume-based Subscription Services, subject to the applicable entitlements, limits, and constraints set forth in the Order Form. Customer may increase the quantity of Subscription Services pursuant to mutual execution of an additional Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Service Level Agreement. Conga will make the Subscription Services available in accordance with the Conga Service Level Agreement further described at http://legal.conga.com/#service-level-agreement (“SLA”).
1.5 Technical Support. Conga will provide technical support services in accordance with the level of technical support indicated in the Order Form ("Technical Support").
1.6 Service Descriptions. Conga will publish and maintain Service Descriptions that describe the material functionality of, and product-specific terms applicable to, the Subscription Services (“Service Descriptions”), which shall be updated from time-to-time and located at: https://legal.conga.com/#service-descriptions.
1.7 Professional Services. If Customer wishes to purchase implementation or other professional services from Conga relating to the Subscription Services (“Professional Services”), such work will be described in one or more separate statement(s) of work (“SOW”) or Order Form(s), in certain cases. Any Professional Services to be provided to Customer by Conga will be governed by the SOW and the Professional Services Terms found at: https://legal.conga.com/#professional-services-terms. Professional Services are separate and apart from the Subscription Services, and neither party’s obligations in connection with the Subscription Services are dependent in any way on any Professional Services. Training services purchased via Order Form or SOW will be considered Professional Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, and reliability of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Customer grants Conga a limited license to process and store Customer Data, where applicable, to provide, operate, maintain, and improve the Subscription Services in accordance with this Agreement. Customer will ensure all Customer-controlled system settings for Users are consistent with applicable entitlements, limits, and constraints, including license types and quantities, set forth in each Order Form, or otherwise in this Agreement. Seat based licenses are intended for direct use by named Users and automated or programmatic use is not permitted. Transactions, including Service Events, are intended to be used for automated or programmatic use and can also be consumed by seat-based Users. If Customer exceeds a contractual usage limit, Conga may work with Customer to align Customer’s usage to the applicable entitlements, limits, and constraints. If, notwithstanding Conga’s efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer will execute an Order Form for additional quantities of the applicable Subscription Services promptly upon Conga’s request, and/or pay any invoice for excess usage in accordance with Section 4 (Fees and Payment) below.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; (vii) access the Subscription Services for purposes of penetration, vulnerability, or other security testing, load testing, benchmarking, or competitive purposes; or (viii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order Form or in this Agreement. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services in accordance with the terms of the Agreement. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Third-Party Providers. Certain third-party providers (“Third-Party Providers”) offer products and services related to the Subscription Services, including implementation, customization and other consulting services related to Customer's use of the Subscription Services and software, applications (both offline and online), and software-as-a-service offerings that work in conjunction with, or may be integrated with the Subscription Services, such as CRM applications. Conga is not responsible for, and does not warrant any such Third-Party Providers or any of their products or services. Customer is solely responsible for obtaining any necessary rights or licenses thereto, and the results therefrom. Any exchange of data or other interaction between Customer and a Third-Party Provider, and any purchase by Customer of any product or service offered by such provider, is solely between Customer and such Third-Party Provider. Notwithstanding the foregoing, to the extent Customer purchases such third-party products or services directly from Conga, the providers of such products or services shall not be considered Third-Party Providers hereunder.
2.4 SFDC’s Role. If the applicable Subscription Services are hosted on the customer relationship management platform provided by Salesforce.com, Inc. ("Salesforce Platform"), Customer recognizes and agrees that its access to the Salesforce Platform via the Subscription Services is subject to the SFDC Terms of Use, made available by Salesforce here: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/alliance-agreements-and-terms/Reseller-Pass-Through-Terms.pdf.
3. Security and Data Protection.
3.1 Protection of Customer Data. Conga has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security and privacy of Customer Data, as further described in the Data Security Exhibit found at https://legal.conga.com/#data-security-exhibit. Conga will not be responsible for loss of data processed, stored or transmitted on systems or networks not owned or operated by Conga or its Sub-processors (as such term is defined in the DPA).
3.2. Data Privacy. Conga’s Data Processing Addendum is available at https://legal.conga.com/#dpa and is incorporated into this Agreement by reference when applicable data protection law(s) applies to Customer’s use of the Subscription Services.
3.3 Use of Services Attributes and Anonymized Data. Conga may collect, use and disclose quantitative and other usage information, including data derived from Customer Data, (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. Services Attributes will be considered in the aggregate form only and will be anonymized, so as not to identify Customer or its Users . Conga retains all rights, title and interest in and to Services Attributes.
4. Fees & Payment.
4.1 Fees. Customer will pay all fees specified in all Order Forms hereunder. Except as otherwise provided in an Order Form(s), all fees will be invoiced and paid in United States dollars. Except as expressly set forth otherwise in the Agreement, fees (i) are based on quantities of Subscription Services detailed in an Order Form; (ii) will not be prorated or refunded if actual usage or number of Users is less than expected; and (iii) are non-cancellable and non-refundable. Any fees paid pursuant to an Order Form will not offset any fees due under any other Order Form.
4.2 Invoicing & Payment. Fees for Subscription Services will be invoiced annually in advance and otherwise in accordance with the Order Form. All amounts are due and payable thirty (30) days from the invoice date.
4.3 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
4.4 Taxes. Unless explicitly set forth otherwise, fees in an Order Form or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Conga is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice, unless Customer provides Conga with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer is responsible for paying all Taxes, excluding only taxes based on Conga’s income and personal property. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Conga of such location(s) if different than Customer’s business address listed in the applicable Order Form.
4.5 Suspension of Subscription Services. If Customer is in violation of this Agreement, or if Customer has an outstanding invoice that is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Conga reserves the right to suspend the Subscription Services, without liability to Customer, until such violation ceases and/or overdue amounts are paid in full.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga may utilize (A) Apttus Corporation and Conga marks and brands, including the apttus.com name, the conga.com name, the Apttus logo, the Conga logo, the Apttus.com domain name, the Conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including data contained within Conga database fields or objects, available to anyone other than Users, or use the Subscription Services, including information or data contained within Conga database fields or objects, for the benefit of any unrelated third party or as a component of any non-Conga database fields or objects; (iv) permit direct or indirect access to or use of any Subscription Services in a way that circumvents a contractual usage limit, or use any Subscription Services to access, copy or use any of Conga Technology, except as permitted under this Agreement or an Order Form, (v) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (v) use or access the Subscription Services or Conga Technology to build, support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vi) include the Subscription Services in a service bureau or outsourcing offering.
5.3 Customer Data. As between Conga and Customer, all Customer Data is owned by Customer. Customer Data is considered Confidential Information and shall be used solely as expressly permitted in the Agreement. During the Subscription Term, Customer may extract all Customer Data from the Subscription Services at its sole discretion.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Subscription Services, the Conga Technology, business plans, technology and technical information, screen and product designs, interoperability of the Subscription Services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7. Warranties; Warranties Disclaimer.
7.1 Warranties.
(a) Mutual Warranty. Each party represents and warrants that it has the legal power to enter into this Agreement.
(b) Data Warranty. Customer represents and warrants that Customer owns and has obtained all rights, consents, permissions, or licenses necessary to allow the Subscription Service’s access to, or possession, manipulation, processing, or use of the Customer Data and Customer templates.
(c) Subscription Services Warranty. Conga represents and warrants that the Subscription Services will (i) be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) perform in all material respects in accordance with the applicable Service Description(s), as updated from time to time; and (iii) that it owns or otherwise has sufficient rights to the Subscription Services to perform its obligations herein.
(d) Malicious Code. Customer represents and warrants that it will not upload any Customer Data or Customer templates to the Subscription Services that contain any programming routines, code, files, scripts, macros, or other elements that may damage, surreptitiously intercept or expropriate any system, data, or personal information through agents or programs intended to do harm, including for example viruses, worms, time bombs and Trojan horses (“Malicious Code”). Conga warrants and represents that Conga shall use all commercially reasonable efforts to prevent the introduction of any Malicious Code to Customer.
7.2 Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 ABOVE AND IN THE SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. CONGA DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
8. Mutual Indemnification.
8.1 Indemnification by Conga. Subject to this Agreement, Conga will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Subscription Services as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Conga in a monetary settlement of such Claim. Conga’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data or Customer technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) any use of the Subscription Services not in compliance with this Agreement. In the event of a Claim, Conga will, in its discretion and at no cost to Customer do one of the following: (A) modify the Subscription Services so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Subscription Services in accordance with this Agreement, or (C) terminate the subscription for the infringing Subscription Services and refund to Customer any prepaid fees for the remainder of the Subscription Term. THIS SECTION 8.1 SETS FORTH THE ENTIRE OBLIGATION OF CONGA AND CUSTOMER’S EXCLUSIVE REMEDY AGAINST CONGA FOR ANY CLAIM UNDER THIS SECTION.
8.2 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any Claim made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
8.3 Procedure. As a condition to the indemnifying party’s obligations under this Section 8, the party seeking indemnification must (a) promptly give written notice of the Claim to the indemnifying party; (b) give the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provide to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance. Notwithstanding the foregoing, the indemnified party will have the option to participate in the defense of the indemnified matter, using counsel of its own selection, at the indemnified party’s expense.
9. Limitation of Liability.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM SECTION 8 (MUTUAL INDEMNIFICATION), CUSTOMER’S PAYMENT OBLIGATIONS, AND EACH PARTY’S DATA SECURITY AND PRIVACY OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF ITS BREACH OF DATA SECURITY AND PRIVACY OBLIGATIONS HEREUNDER, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, SHALL EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWENTY-FOUR MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Exclusion of Consequential and Related Damages. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERRORS OR, INACCURACY OF OUTPUT; (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY; (iii) LOSS OF BUSINESS OR LOST PROFITS; (iv) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (v) MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date set forth in the relevant Order Form(s) and continue for the Subscription Term specified therein. Unless advised in writing by Customer (via email to renewallt@conga.com) at least forty-five (45) days prior to the expiration of the then-current Subscription Term, Conga may automatically renew the Subscription Services described in the active Order Form(s) for a new Subscription Term equal to the longest Subscription Term of such expiring Order Form(s). The Subscription Services fees and Technical Support fees shall increase by ten percent (10%) for each and any renewal term, provided the product type(s), quantity(ies), and Subscription Term duration are the same as in the expiring Order Form(s).
10.3 Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services, including managed packages.
10.4 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, Conga will refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
10.5 Outstanding Fees. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Conga prior to the effective date of termination.
10.6 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, and 11.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 Use of Customer Name and Logo. With approval of Customer, Conga may issue a press release regarding the relationship between Customer and Conga, refer to Customer in marketing initiatives, and use Customer’s logo for such purposes. With approval of Customer, Conga may request that Customer participate in Conga’s reference program and work with Conga’s representatives, at Conga’s cost and expense, on a use case overview video or written testimonial.
11.3 Insurance. At its own expense, Conga shall maintain insurance coverage necessary to protect against insurable risks related to the Subscription Services and other related services, including cyber errors and omissions insurance, employer liability insurance, automobile insurance, network security and privacy liability insurance, and worker’s compensation insurance as required by applicable law. Conga shall procure blanket named insured coverage for Customer. Conga will provide Customer with a Certificate of Insurance evidencing the above policies and limits, no more than once yearly, and upon written request.
11.4 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.5 Notices. Conga may give general notices for Subscription Services applicable to all customers by means of a notice on the Subscription Services web portal or via email. Specific notices applicable to Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Customer's e-mail address on record in Conga’s account information. All legal or dispute-related notices will be sent by first class mail, email, or express delivery, if to Conga, attention General Counsel, at P.O. Box 7839, Broomfield, Colorado 80021 U.S.A., or legal@conga.com, and if to Customer, to Customer's account representative and address on record in Conga’s account information or such other addresses as either party may designate in writing from time to time.
11.6 Force Majeure. Excluding Customer’s payment obligations under Section 4, neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.7 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.8 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.9 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.10 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules.
11.11 Venue. The state and federal courts located in the State of Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.12 Export Control Laws. The use and delivery of the Subscription Services and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Subscription Services under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
11.13 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms executed hereunder, constitute the entire agreement between the parties, and supersede 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. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order Form executed hereunder, the terms of this Agreement will prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order Form that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
Effective September 22nd 2022 to July 27th 2023
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This Master Services Agreement (“Agreement”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Conga”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
If you receive a free trial, the Agreement will also govern your use of the Subscription Services during the trial period.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This Master Services Agreement applies to Customer’s use of the online subscription services, including associated offline components and packaged technical support services, provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more Conga ordering documents signed by the parties (each, an “Order Form”). This Master Services Agreement and all executed Order Forms, including any addenda and exhibits, are collectively referred to as the “Agreement.” All capitalized terms not defined herein will have the meanings attributed to them in the Order Form.
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order Form (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (iii) the functionality of the Subscription Services will not be materially decreased from that available as of the Effective Date. Conga may release updates or upgrades, including push upgrades, to the Subscription Services during the Subscription Term, however, Customer agrees that its purchase of the Subscription Services is not contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Conga with respect to future functionality or features. Customer’s affiliates (“Affiliates”) may purchase Subscription Services from Conga pursuant to this Agreement. In such event, all references to “Customer” hereunder shall instead refer to such Affiliate identified in the applicable Order Form(s).
1.3 Subscription Services Users. Subject to the limits set forth in the Order Form, Customer may authorize, via the Salesforce LMA (License Management Application), if applicable, Customer’s named employees, representatives, consultants, contractors, partners, or agents to use the Subscription Service by supplying user identifications and passwords for such individuals (“Users”). Additionally, if applicable, Users may use Service Events, SMS Events, or Conga Sign Transactions subject to the limits set forth in the Order Form. Customer may increase the number of Users, Service Events, or SMS Events pursuant to an add-on Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Service Level Agreement. Conga will make the Subscription Services available in accordance with the Conga Service Level Agreement further described at http://legal.conga.com/#service-level-agreement (“SLA”).
1.5 Technical Support. Conga will provide trouble handling and break/fix support services in accordance with the level of technical support indicated in the Order Form.
1.6 Service Descriptions. Conga will publish and maintain Service Descriptions that describe the material functionality of, and product-specific terms applicable to, the Subscription Services (“Service Descriptions”), which shall be updated from time-to-time and located at: https://legal.conga.com/#service-descriptions.
1.7 Professional Services. If Customer wishes to purchase implementation or other professional services from Conga relating to the Subscription Services (“Professional Services”), such work will be described in one or more separate statement(s) of work (“SOW”) or Order Form(s), in certain cases. Any Professional Services to be provided to Customer by Conga will be governed by the SOW and the Professional Services Terms found at: https://legal.conga.com/#professional-services-terms. Professional Services are separate and apart from the Subscription Services, and neither party’s obligations in connection with the Subscription Services are dependent in any way on any Professional Services. Training services purchased via Order Form or SOW will be considered Professional Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, and reliability of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Conga reserves the right to, in cooperation with Customer, audit Customer’s use of the Subscription Services. In the event that Conga discovers that Customer’s actual usage of the Subscription Services exceeds the number of Users, Service Events, SMS Events or otherwise as set forth in the applicable Order Form, then, without limiting Conga’s other rights and remedies under this Agreement, Conga will be entitled to issue an invoice to Customer for such additional use.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order Form. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services in accordance with the terms of the Agreement. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Third-Party Providers. Certain third-party providers (“Third-Party Providers”) offer products and services related to the Subscription Services, including implementation, customization and other consulting services related to Customer's use of the Subscription Services and software, applications (both offline and online), and software-as-a-service offerings that work in conjunction with, or may be integrated with the Subscription Services, such as CRM applications. Conga is not responsible for, and does not warrant any such Third-Party Providers or any of their products or services. Customer is solely responsible for obtaining any necessary rights or licenses thereto, and the results therefrom. Any exchange of data or other interaction between Customer and a Third-Party Provider, and any purchase by Customer of any product or service offered by such provider, is solely between Customer and such Third-Party Provider. Notwithstanding the foregoing, to the extent Customer purchases such third-party products or services directly from Conga, the providers of such products or services shall not be considered Third-Party Providers hereunder.
2.4 SFDC’s Role. Customer recognizes and agrees that, if the applicable Subscription Services are hosted on the technology platform called salesforce.com, provided by salesforce.com, inc. ("SFDC"), then Customer's access and use of the Subscription Services, is subject to the Salesforce.com Platform Addendum found at https://legal.conga.com/#salesforce-platform-addendum.
3. Security and Data Protection.
3.1 Protection of Customer Data. Conga has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security and privacy of Customer Data, as further described in the Data Security Exhibit found at https://legal.conga.com/#data-security-exhibit. Conga will not be responsible for loss of data processed, stored or transmitted on systems or networks not owned or operated by Conga, including the Internet.
3.2. Data Privacy.
(A) Data Processing Addendum. Conga’s Data Processing Addendum is available at https://legal.conga.com/#dpa and is incorporated into this Agreement by reference when the General Data Protection Regulation, California Consumer Privacy Act (“CCPA”), or other applicable data protection law(s) applies to Customer’s use of the Subscription Services.
(B) CCPA. Conga will not: (a) sell Customer Data; (b) collect, retain, use, or disclose Customer Data for any purpose other than performance of its obligations under this Agreement, including for any commercial purpose other than to perform the Subscription Services; or (c) collect, retain, use, or disclose Customer Data for any purpose outside the direct business relationship between Conga and Customer. As used in this Section 3.2: (i) “sell” means selling, renting, releasing, disclosing, disseminating, making available, or transferring data, or otherwise communicating it orally, in writing, or by electronic or other means, to another business or a third party for monetary or other valuable consideration; and (ii) “commercial purpose” means to advance Conga’s commercial or economic interests, including without limitation by inducing another to buy, rent, lease, join, subscribe to, provide, or exchange products, goods, property, or services, and by enabling or effecting, directly or indirectly, a commercial transaction. Conga hereby certifies that it understands the restrictions set forth in this Section 3.2(B) and will comply with them. The parties agree that, for purposes of this Agreement, and when the CCPA applies to Customer’s use of the Subscription Services, Conga is a “Service Provider” (not a “third party”) to Customer pursuant to the CCPA.
3.3 Use of Services Attributes and Anonymized Data. Conga may collect, use and disclose quantitative and other usage information (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. For the sake of clarity, no Personal Data or Customer Data will be collected. Services Attributes will be considered in the aggregate form only and will not identify Customer or its Users (“Anonymized Metadata”). Conga retains all rights, title and interest in and to Anonymized Metadata.
4. Fees & Payment.
4.1 Fees. Customer will pay all fees specified in all Order Form(s) hereunder. Except as otherwise provided in an Order Form, all fees are quoted in United States dollars. Except as expressly set forth otherwise in the Agreement, fees (i) are based on number of Users, SMS Events, Service Events, or other mechanism detailed in an Order Form for subscriptions purchased in the relevant Order Form; (ii) will not be prorated if actual usage is less than expected, or if the number of Users set forth in the relevant Order Form exceeds those that are ultimately assigned to individual persons; and (iii) are non-cancellable and non-refundable. Any fees paid pursuant to an Order Form will not offset any fees due under any other Order Form.
4.2 Invoicing & Payment. Fees for Subscription Services will be invoiced annually in advance and otherwise in accordance with the Order Form. All amounts are due and payable thirty (30) days from the invoice date. All payments made under this Agreement will be in United States dollars.
4.3 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
4.4 Taxes. Unless explicitly set forth otherwise, fees in an Order Form or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Conga is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice, unless Customer provides Conga with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer is responsible for paying all Taxes, excluding only taxes based on Conga’s income and personal property. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Conga of such location(s) if different than Customer’s business address listed in the applicable Order Form.
4.5 Suspension of Subscription Services. If Customer's account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Conga reserves the right to suspend the Subscription Services, without liability to Customer, until such overdue amounts are paid in full.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga may utilize (A) Apttus Corporation and Conga marks and brands, including the apttus.com name, the conga.com name, the Apttus logo, the Conga logo, the Apttus.com domain name, the Conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including data contained within Conga database fields or objects, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Conga Technology to build, support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
5.3 Customer Data. As between Conga and Customer, all Customer Data is owned by Customer. Customer Data is considered Confidential Information and shall be used solely as expressly permitted in the Agreement. During the Subscription Term, Customer may extract all Customer Data from the Subscription Services at its sole discretion.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Subscription Services, the Conga Technology, business plans, technology and technical information, screen and product designs, interoperability of the Subscription Services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7. Warranties; Warranties Disclaimer.
7.1 Warranties.
(a) Mutual Warranty. Each party represents and warrants that it has the legal power to enter into this Agreement.
(b) Data Warranty. Customer represents and warrants that Customer owns and has obtained all rights, consents, permissions, or licenses necessary to allow the Subscription Service’s access to, or possession, manipulation, processing, or use of the Customer Data and Customer template.
(c) Subscription Services Warranty. Conga represents and warrants that the Subscription Services will (i) be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) perform in all material respects in accordance with the applicable Service Description(s), as updated from time to time; and (iii) that it owns or otherwise has sufficient rights to the Subscription Services to perform its obligations herein.
(d) Malicious Code. Customer represents and warrants that it will not upload any Customer Data or Customer templates to the Subscription Services that contain any programming routines, code, files, scripts, macros, or other elements that may damage, surreptitiously intercept or expropriate any system, data, or personal information through agents or programs intended to do harm, including for example viruses, worms, time bombs and Trojan horses (“Malicious Code”). Conga warrants and represents that Conga shall use all commercially reasonable efforts to prevent the introduction of any Malicious Code to Customer.
7.2 Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 ABOVE AND IN THE SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. CONGA DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
8. Mutual Indemnification.
8.1 Indemnification by Conga. Subject to this Agreement, Conga will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Subscription Services as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Conga in a monetary settlement of such Claim. Conga’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) any use of the Subscription Services not in compliance with this Agreement. In the event of a Claim, Conga will, in its discretion and at no cost to Customer do one of the following: (A) modify the Subscription Services so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Subscription Services in accordance with this Agreement, or (C) terminate the subscription for the infringing Subscription Services and refund to Customer any prepaid fees for the remainder of the Subscription Term. THIS SECTION 8.1 SETS FORTH THE ENTIRE OBLIGATION OF CONGA AND CUSTOMER’S EXCLUSIVE REMEDY AGAINST CONGA FOR ANY CLAIM UNDER THIS SECTION.
8.2 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any Claim made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
8.3 Procedure. As a condition to the indemnifying party’s obligations under this Section 8, the party seeking indemnification must (a) promptly gives written notice of the Claim to the indemnifying party; (b) gives the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provides to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance. Notwithstanding the foregoing, the indemnified party will have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at the indemnified party’s expense.
9. Limitation of Liability.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM SECTION 8 (MUTUAL INDEMNIFICATION) AND CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Exclusion of Consequential and Related Damages. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS OR LOSS OF USE (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date set forth in the relevant Order Form(s) and continue for the Subscription Term specified therein. Unless advised in writing by Customer at least forty-five (45) days prior to the expiration of the then-current Subscription Term, the Subscription Services described in the active Order Form(s) shall automatically renew for a new Subscription Term equal to the longest Subscription Term of such expiring Order Form(s). The Subscription Services fees and Technical Support fees shall increase by ten percent (10%) for each renewal term in the event of auto-renew.
10.3 Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services, including managed packages, as well as any model data pertaining to Conga AI Analyze, if applicable.
10.4 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, Conga will refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
10.5 Outstanding Fees. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Conga prior to the effective date of termination.
10.6 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, and 11.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 Use of Customer Name and Logo. With approval of Customer, Conga may issue a press release regarding the relationship between Customer and Conga, refer to Customer in marketing initiatives, and use Customer’s logos for such purposes. With approval from Customer, as Conga may request from time to time, Customer shall participate in Conga’s reference program and shall work with Conga’s representatives, at Conga’s cost and expense, on a use case overview and video or written testimonial, with content subject to review and approval by Customer.
11.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.4 Notices. Conga may give general notices for Subscription Services applicable to all customers by means of a notice on the Subscription Services web portal or via email. Specific notices applicable to Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Customer's e-mail address on record in Conga’s account information. All legal or dispute-related notices will be sent by first class mail, email, or express delivery, if to Conga, attention Chief Legal Officer, at P.O. Box 7839, Broomfield, Colorado 80021 U.S.A., or legal@conga.com, and if to Customer, to Customer's account representative and address on record in Conga’s account information or such other addresses as either party may designate in writing from time to time.
11.5 Force Majeure. Excluding Customer’s payment obligations under Section 4, neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.9 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules.
11.10 Venue. The state and federal courts located in the State of Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.11 Export Control Laws. The use and delivery of the Subscription Services and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Subscription Services under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
11.12 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms executed hereunder, constitute the entire agreement between the parties, and supersede 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. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order Form executed hereunder, the terms of this Agreement will prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order Form that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
Effective November 2nd 2021 to September 22nd 2022
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This Master Services Agreement (“Agreement”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Conga”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
If you receive a free trial, the Agreement will also govern your use of the Subscription Services during the trial period.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This Master Services Agreement applies to Customer’s use of the online subscription services, including associated offline components and packaged technical support services, provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more Conga ordering documents signed by the parties (each, an “Order Form”). This Master Services Agreement and all executed Order Forms, including any addenda and exhibits, are collectively referred to as the “Agreement.” All capitalized terms not defined herein will have the meanings attributed to them in the Order Form.
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order Form (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (iii) the functionality of the Subscription Services will not be materially decreased from that available as of the Effective Date. Conga may release updates or upgrades, including push upgrades, to the Subscription Services during the Subscription Term, however, Customer agrees that its purchase of the Subscription Services is not contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Conga with respect to future functionality or features. Customer’s affiliates (“Affiliates”) may purchase Subscription Services from Conga pursuant to this Agreement. In such event, all references to “Customer” hereunder shall instead refer to such Affiliate identified in the applicable Order Form(s).
1.3 Subscription Services Users. Subject to the limits set forth in the Order Form, Customer may authorize, via the Salesforce LMA (License Management Application), if applicable, Customer’s named employees, representatives, consultants, contractors, partners, or agents to use the Subscription Service by supplying user identifications and passwords for such individuals (“Users”). Additionally, if applicable, Users may use Service Events, SMS Events, or Conga Sign Transactions subject to the limits set forth in the Order Form. Customer may increase the number of Users, Service Events, or SMS Events pursuant to an add-on Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Service Level Agreement. Conga will make the Subscription Services available in accordance with the Conga Service Level Agreement further described at http://legal.conga.com/#service-level-agreement (“SLA”).
1.5 Technical Support. Conga will provide trouble handling and break/fix support services in accordance with the level of technical support indicated in the Order Form.
1.6 Service Descriptions. Conga will publish and maintain Service Descriptions that describe the material functionality of, and product-specific terms applicable to, the Subscription Services (“Service Descriptions”), which shall be updated from time-to-time and located at: https://legal.conga.com/#service-descriptions.
1.7 Professional Services. If Customer wishes to purchase implementation or other professional services from Conga relating to the Subscription Services (“Professional Services”), such work will be described in one or more separate statement(s) of work (“SOW”) or Order Form(s), in certain cases. Any Professional Services to be provided to Customer by Conga will be governed by the SOW and the Professional Services Terms found at: https://legal.conga.com/#professional-services-terms. Professional Services are separate and apart from the Subscription Services, and neither party’s obligations in connection with the Subscription Services are dependent in any way on any Professional Services. Training services purchased via Order Form or SOW will be considered Professional Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, and reliability of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Conga reserves the right to, in cooperation with Customer, audit Customer’s use of the Subscription Services. In the event that Conga discovers that Customer’s actual usage of the Subscription Services exceeds the number of Users, Service Events, SMS Events or otherwise as set forth in the applicable Order Form, then, without limiting Conga’s other rights and remedies under this Agreement, Conga will be entitled to issue an invoice to Customer for such additional use.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order Form. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services in accordance with the terms of the Agreement. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Third-Party Providers. Certain third-party providers (“Third-Party Providers”) offer products and services related to the Subscription Services, including implementation, customization and other consulting services related to Customer's use of the Subscription Services and software, applications (both offline and online), and software-as-a-service offerings that work in conjunction with, or may be integrated with the Subscription Services, such as CRM applications. Conga is not responsible for, and does not warrant any such Third-Party Providers or any of their products or services. Customer is solely responsible for obtaining any necessary rights or licenses thereto, and the results therefrom. Any exchange of data or other interaction between Customer and a Third-Party Provider, and any purchase by Customer of any product or service offered by such provider, is solely between Customer and such Third-Party Provider. Notwithstanding the foregoing, to the extent Customer purchases such third-party products or services directly from Conga, the providers of such products or services shall not be considered Third-Party Providers hereunder.
2.4 SFDC’s Role. Customer recognizes and agrees that, if the applicable Subscription Services are hosted on the technology platform called salesforce.com, provided by salesforce.com, inc. ("SFDC"), then Customer's access and use of the Subscription Services, is subject to the Salesforce.com Platform Addendum found at https://legal.conga.com/#salesforce-platform-addendum.
3. Security and Data Protection.
3.1 Protection of Customer Data. Conga has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security and privacy of Customer Data, as further described in the Data Security Exhibit found at https://legal.conga.com/#data-security-exhibit. Conga will not be responsible for loss of data processed, stored or transmitted on systems or networks not owned or operated by Conga, including the Internet.
3.2. Data Privacy.
(A) Data Processing Addendum. Conga’s Data Processing Addendum is available at https://legal.conga.com/#dpa and is incorporated into this Agreement by reference when the General Data Protection Regulation, California Consumer Privacy Act (“CCPA”), or other applicable data protection law(s) applies to Customer’s use of the Subscription Services.
(B) CCPA. Conga will not: (a) sell Customer Data; (b) collect, retain, use, or disclose Customer Data for any purpose other than performance of its obligations under this Agreement, including for any commercial purpose other than to perform the Subscription Services; or (c) collect, retain, use, or disclose Customer Data for any purpose outside the direct business relationship between Conga and Customer. As used in this Section 3.2: (i) “sell” means selling, renting, releasing, disclosing, disseminating, making available, or transferring data, or otherwise communicating it orally, in writing, or by electronic or other means, to another business or a third party for monetary or other valuable consideration; and (ii) “commercial purpose” means to advance Conga’s commercial or economic interests, including without limitation by inducing another to buy, rent, lease, join, subscribe to, provide, or exchange products, goods, property, or services, and by enabling or effecting, directly or indirectly, a commercial transaction. Conga hereby certifies that it understands the restrictions set forth in this Section 3.2(B) and will comply with them. The parties agree that, for purposes of this Agreement, and when the CCPA applies to Customer’s use of the Subscription Services, Conga is a “Service Provider” (not a “third party”) to Customer pursuant to the CCPA.
3.3 Use of Services Attributes and Anonymized Data. Conga may collect, use and disclose quantitative and other usage information (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. For the sake of clarity, no Personal Data or Customer Data will be collected. Services Attributes will be considered in the aggregate form only and will not identify Customer or its Users (“Anonymized Metadata”). Conga retains all rights, title and interest in and to Anonymized Metadata.
4. Fees & Payment.
4.1 Fees. Customer will pay all fees specified in all Order Form(s) hereunder. Except as otherwise provided in an Order Form, all fees are quoted in United States dollars. Except as expressly set forth otherwise in the Agreement, fees (i) are based on number of Users, SMS Events, Service Events, or other mechanism detailed in an Order Form for subscriptions purchased in the relevant Order Form; (ii) will not be prorated if actual usage is less than expected, or if the number of Users set forth in the relevant Order Form exceeds those that are ultimately assigned to individual persons; and (iii) are non-cancellable and non-refundable. Any fees paid pursuant to an Order Form will not offset any fees due under any other Order Form.
4.2 Invoicing & Payment. Fees for Subscription Services will be invoiced annually in advance and otherwise in accordance with the Order Form. All amounts are due and payable thirty (30) days from the invoice date. All payments made under this Agreement will be in United States dollars.
4.3 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
4.4 Taxes. Unless explicitly set forth otherwise, fees in an Order Form or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Conga is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice, unless Customer provides Conga with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer is responsible for paying all Taxes, excluding only taxes based on Conga’s income and personal property. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Conga of such location(s) if different than Customer’s business address listed in the applicable Order Form.
4.5 Suspension of Subscription Services. If Customer's account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Conga reserves the right to suspend the Subscription Services, without liability to Customer, until such overdue amounts are paid in full.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga may utilize (A) Apttus Corporation and Conga marks and brands, including the apttus.com name, the conga.com name, the Apttus logo, the Conga logo, the Apttus.com domain name, the Conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including data contained within Conga database fields or objects, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Conga Technology to build, support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
5.3 Customer Data. As between Conga and Customer, all Customer Data is owned by Customer. Customer Data is considered Confidential Information and shall be used solely as expressly permitted in the Agreement. During the Subscription Term, Customer may extract all Customer Data from the Subscription Services at its sole discretion.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Subscription Services, the Conga Technology, business plans, technology and technical information, screen and product designs, interoperability of the Subscription Services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7. Warranties; Warranties Disclaimer.
7.1 Warranties.
(a) Mutual Warranty. Each party represents and warrants that it has the legal power to enter into this Agreement.
(b) Data Warranty. Customer represents and warrants that Customer owns and has obtained all rights, consents, permissions, or licenses necessary to allow the Subscription Service’s access to, or possession, manipulation, processing, or use of the Customer Data and Customer template.
(c) Subscription Services Warranty. Conga represents and warrants that the Subscription Services will (i) be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) perform in all material respects in accordance with the applicable Service Description(s), as updated from time to time; and (iii) that it owns or otherwise has sufficient rights to the Subscription Services to perform its obligations herein.
(d) Malicious Code. Customer represents and warrants that it will not upload any Customer Data or Customer templates to the Subscription Services that contain any programming routines, code, files, scripts, macros, or other elements that may damage, surreptitiously intercept or expropriate any system, data, or personal information through agents or programs intended to do harm, including for example viruses, worms, time bombs and Trojan horses (“Malicious Code”). Conga warrants and represents that Conga shall use all commercially reasonable efforts to prevent the introduction of any Malicious Code to Customer.
7.2 Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 ABOVE AND IN THE SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. CONGA DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
8. Mutual Indemnification.
8.1 Indemnification by Conga. Subject to this Agreement, Conga will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Subscription Services as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Conga in a monetary settlement of such Claim. Conga’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) any use of the Subscription Services not in compliance with this Agreement. In the event of a Claim, Conga will, in its discretion and at no cost to Customer do one of the following: (A) modify the Subscription Services so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Subscription Services in accordance with this Agreement, or (C) terminate the subscription for the infringing Subscription Services and refund to Customer any prepaid fees for the remainder of the Subscription Term. THIS SECTION 8.1 SETS FORTH THE ENTIRE OBLIGATION OF CONGA AND CUSTOMER’S EXCLUSIVE REMEDY AGAINST CONGA FOR ANY CLAIM UNDER THIS SECTION.
8.2 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any Claim made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
8.3 Procedure. As a condition to the indemnifying party’s obligations under this Section 8, the party seeking indemnification must (a) promptly gives written notice of the Claim to the indemnifying party; (b) gives the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provides to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance. Notwithstanding the foregoing, the indemnified party will have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at the indemnified party’s expense.
9. Limitation of Liability.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM SECTION 8 (MUTUAL INDEMNIFICATION) AND CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Exclusion of Consequential and Related Damages. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS OR LOSS OF USE (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date set forth in the relevant Order Form(s) and continue for the Subscription Term specified therein. Unless advised in writing by Customer at least forty-five (45) days prior to the expiration of the then-current Subscription Term, the Subscription Services described in the active Order Form(s) shall automatically renew for a new Subscription Term equal to the longest Subscription Term of such expiring Order Form(s). The Subscription Services fees and Technical Support fees shall increase by eight percent (8%) for each renewal term in the event of auto-renew.
10.3 Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services, including managed packages, as well as any model data pertaining to Conga AI Analyze, if applicable.
10.4 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, Conga will refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
10.5 Outstanding Fees. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Conga prior to the effective date of termination.
10.6 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, and 11.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 Use of Customer Name and Logo. With approval of Customer, Conga may issue a press release regarding the relationship between Customer and Conga, refer to Customer in marketing initiatives, and use Customer’s logos for such purposes. With approval from Customer, as Conga may request from time to time, Customer shall participate in Conga’s reference program and shall work with Conga’s representatives, at Conga’s cost and expense, on a use case overview and video or written testimonial, with content subject to review and approval by Customer.
11.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.4 Notices. Conga may give general notices for Subscription Services applicable to all customers by means of a notice on the Subscription Services web portal or via email. Specific notices applicable to Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Customer's e-mail address on record in Conga’s account information. All legal or dispute-related notices will be sent by first class mail, email, or express delivery, if to Conga, attention Chief Legal Officer, at P.O. Box 7839, Broomfield, Colorado 80021 U.S.A., or legal@conga.com, and if to Customer, to Customer's account representative and address on record in Conga’s account information or such other addresses as either party may designate in writing from time to time.
11.5 Force Majeure. Excluding Customer’s payment obligations under Section 4, neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.9 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules.
11.10 Venue. The state and federal courts located in the State of Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.11 Export Control Laws. The use and delivery of the Subscription Services and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Subscription Services under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
11.12 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms executed hereunder, constitute the entire agreement between the parties, and supersede 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. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order Form executed hereunder, the terms of this Agreement will prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order Form that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
Effective October 15th 2021 to November 2nd 2021
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This Master Services Agreement (“Agreement”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Conga”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
YOU MAY NOT ACCESS THE SUBSCRIPTION SERVICES IF YOU ARE AN CONGA COMPETITOR, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF CONGA.
If you receive a free trial, the Agreement will also govern your use of the Subscription Services during the trial period.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This Master Services Agreement applies to Customer’s use of the online subscription services, including associated offline components and packaged technical support services, provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more Conga ordering documents signed by the parties (each, an “Order Form”). This Master Services Agreement and all executed Order Forms, including any addenda and exhibits, are collectively referred to as the “Agreement.” All capitalized terms not defined herein will have the meanings attributed to them in the Order Form.
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order Form (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (iii) the functionality of the Subscription Services will not be materially decreased from that available as of the Effective Date. Conga may release updates or upgrades, including push upgrades, to the Subscription Services during the Subscription Term, however, Customer agrees that its purchase of the Subscription Services is not contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Conga with respect to future functionality or features. Customer’s affiliates (“Affiliates”) may purchase Subscription Services from Conga pursuant to this Agreement. In such event, all references to “Customer” hereunder shall instead refer to such Affiliate identified in the applicable Order Form(s).
1.3 Subscription Services Users. Subject to the limits set forth in the Order Form, Customer may authorize, via the Salesforce LMA (License Management Application), if applicable, Customer’s named employees, representatives, consultants, contractors, partners, or agents to use the Subscription Service by supplying user identifications and passwords for such individuals (“Users”). Additionally, if applicable, Users may use Service Events, SMS Events, or Conga Sign Transactions subject to the limits set forth in the Order Form. Customer may increase the number of Users, Service Events, or SMS Events pursuant to an add-on Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Service Level Agreement. Conga will make the Subscription Services available in accordance with the Conga Service Level Agreement further described at http://legal.conga.com/#service-level-agreement (“SLA”).
1.5 Technical Support. Conga will provide trouble handling and break/fix support services in accordance with the level of technical support indicated in the Order Form.
1.6 Service Descriptions. Conga will publish and maintain Service Descriptions that describe the material functionality of, and product-specific terms applicable to, the Subscription Services (“Service Descriptions”), which shall be updated from time-to-time and located at: https://legal.conga.com/#service-descriptions.
1.7 Professional Services. If Customer wishes to purchase implementation or other professional services from Conga relating to the Subscription Services (“Professional Services”), such work will be described in one or more separate statement(s) of work (“SOW”). Any Professional Services to be provided to Customer by Conga will be governed by the SOW and the Professional Services Terms found at: https://legal.conga.com/#professional-services-terms. Professional Services are separate and apart from the Subscription Services, and neither party’s obligations in connection with the Subscription Services are dependent in any way on any Professional Services. Training services purchased via Order Form or SOW will be considered Professional Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Conga reserves the right to, in cooperation with Customer, audit Customer’s use of the Subscription Services. In the event that Conga discovers that Customer’s actual usage of the Subscription Services exceeds the number of Users, Service Events, SMS Events or otherwise as set forth in the applicable Order Form, then, without limiting Conga’s other rights and remedies under this Agreement, Conga will be entitled to issue an invoice to Customer for such additional use.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order Form. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services in accordance with the terms of the Agreement. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Third-Party Providers. Certain third-party providers (“Third-Party Providers”) offer products and services related to the Subscription Services, including implementation, customization and other consulting services related to customers’ use of the Subscription Services and software, applications (both offline and online), and software-as-a-service offerings that work in conjunction with, or may be integrated with the Subscription Services, such as CRM applications. Conga is not responsible for, and does not warrant any such Third-Party Providers or any of their products or services. Customer is solely responsible for obtaining any necessary rights or licenses thereto, and the results therefrom. Any exchange of data or other interaction between Customer and a Third-Party Provider, and any purchase by Customer of any product or service offered by such provider, is solely between Customer and such Third-Party Provider. Notwithstanding the foregoing, to the extent Customer purchases such third-party products or services directly from Conga, the providers of such products or services shall not be considered Third-Party Providers hereunder.
2.4 SFDC’s Role. Customer recognizes and agrees that, if the applicable Subscription Services are hosted on the technology platform called salesforce.com, provided by salesforce.com, inc. ("SFDC"), then Customer's access and use of the Subscription Services, is subject to the Salesforce.com Platform Addendum found at https://legal.conga.com/#salesforce-platform-addendum.
3. Security and Data Protection.
3.1 Protection of Customer Data. Conga has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security and privacy of Customer Data, as further described in the Data Security Exhibit found at https://legal.conga.com/#data-security-exhibit. Conga will not be responsible for loss of data processed, stored or transmitted on systems or networks not owned or operated by Conga, including the Internet.
3.2. Data Privacy.
(A) Data Processing Addendum. Conga’s Data Processing Addendum is available at https://legal.conga.com/#dpa and is incorporated into this Agreement by reference when the General Data Protection Regulation, California Consumer Privacy Act (“CCPA”), or other applicable data protection law(s) applies to Customer’s use of the Subscription Services.
(B) CCPA. Conga will not: (a) sell Customer Data; (b) collect, retain, use, or disclose Customer Data for any purpose other than performance of its obligations under this Agreement, including for any commercial purpose other than to perform the Subscription Services; or (c) collect, retain, use, or disclose Customer Data for any purpose outside the direct business relationship between Conga and Customer. As used in this Section 3.2: (i) “sell” means selling, renting, releasing, disclosing, disseminating, making available, or transferring data, or otherwise communicating it orally, in writing, or by electronic or other means, to another business or a third party for monetary or other valuable consideration; and (ii) “commercial purpose” means to advance Conga’s commercial or economic interests, including without limitation by inducing another to buy, rent, lease, join, subscribe to, provide, or exchange products, goods, property, or services, and by enabling or effecting, directly or indirectly, a commercial transaction. Conga hereby certifies that it understands the restrictions set forth in this Section 3.2(B) and will comply with them. The parties agree that, for purposes of this Agreement, and when the CCPA applies to Customer’s use of the Subscription Services, Conga is a “Service Provider” (not a “third party”) to Customer pursuant to the CCPA.
3.3 Use of Services Attributes and Anonymized Data. Conga may collect, use and disclose quantitative and other usage information (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. For the sake of clarity, no Personal Data or Customer Data will be collected. Services Attributes will be considered in the aggregate form only and will not identify Customer or its Users (“Anonymized Metadata”). Conga retains all rights, title and interest in and to Anonymized Metadata.
4. Fees & Payment.
4.1 Fees. Customer will pay all fees specified in all Order Forms hereunder. Except as otherwise provided in an Order Form, all fees are quoted in United States dollars. Except as expressly set forth otherwise in the Agreement, fees (i) are based on number of Users, SMS Events, Service Events, or other mechanism detailed in an Order Form for subscriptions purchased in the relevant Order Form; (ii) will not be prorated if actual usage is less than expected, or if the number of Users set forth in the relevant Order Form exceeds those that are ultimately assigned to individual persons; and (iii) are non-cancellable and non-refundable. Any fees paid pursuant to an Order Form will not offset any fees due under any other Order Form.
4.2 Invoicing & Payment. Except as set forth in Section 2.1, fees for the Subscription Services will be invoiced annually in advance and otherwise in accordance with the Order Form. All amounts are due and payable thirty (30) days from the invoice date. All payments made under this Agreement will be in United States dollars.
4.3 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
4.4 Taxes. Unless explicitly set forth otherwise, fees in an Order Form or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Conga is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice, unless Customer provides Conga with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer is responsible for paying all Taxes, excluding only taxes based on Conga’s income and personal property. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Conga of such location(s) if different than Customer’s business address listed in the applicable Order Form.
4.5 Suspension of Subscription Services. If Customer's account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Conga reserves the right to suspend the Subscription Services, without liability to Customer, until such overdue amounts are paid in full.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga may utilize (A) Apttus Corporation and Conga marks and brands, including the apttus.com name, the conga.com name, the Apttus logo, the Conga logo, the Apttus.com domain name, the Conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including data contained within Conga database fields or objects, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Conga Technology to build, support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
5.3 Customer Data. As between Conga and Customer, all Customer Data is owned by Customer. Customer Data is considered Confidential Information and shall be used solely as expressly permitted in the Agreement. During the Subscription Term, Customer may extract all Customer Data from the Subscription Services at its sole discretion.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Subscription Services, the Conga Technology, business plans, technology and technical information, screen and product designs, interoperability of the Subscription Services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7. Warranties; Warranty Remedies; Warranties Disclaimer.
7.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. Conga represents and warrants that the Subscription Services will (i) be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (ii) perform in all material respects in accordance with the applicable Service Description(s), as updated from time to time.
7.2 Warranty Remedies. If Customer purchases Professional Services from Conga, Customer will notify Conga of any warranty deficiencies under Section 7.1 within 30 days of the performance of the relevant Professional Services, and Customer's exclusive remedy will be the re-performance of the deficient Professional Services, or as otherwise specified in a SOW.
7.3 Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 ABOVE AND IN THE SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. CONGA DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
8. Mutual Indemnification.
8.1 Indemnification by Conga. Subject to this Agreement, Conga will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Subscription Services as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Conga in a monetary settlement of such Claim. Conga’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) any use of the Subscription Services not in compliance with this Agreement. In the event of a Claim, Conga will, in its discretion and at no cost to Customer do one of the following: (A) modify the Subscription Services so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Subscription Services in accordance with this Agreement, or (C) terminate the subscription for the infringing Subscription Services and refund to Customer any prepaid fees for the remainder of the Subscription Term. THIS SECTION 8.1 SETS FORTH THE ENTIRE OBLIGATION OF CONGA AND CUSTOMER’S EXCLUSIVE REMEDY AGAINST CONGA FOR ANY CLAIM UNDER THIS SECTION.
8.2 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any Claim made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
8.3 Procedure. As a condition to the indemnifying party’s obligations under this Section 8, the party seeking indemnification must (a) promptly gives written notice of the Claim to the indemnifying party; (b) gives the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provides to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance. Notwithstanding the foregoing, the indemnified party will have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at the indemnified party’s expense.
9. Limitation of Liability.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM SECTION 8 (MUTUAL INDEMNIFICATION) AND CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Exclusion of Consequential and Related Damages. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS OR LOSS OF USE (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified therein. Except as otherwise provided in this Agreement or applicable Order Form, at the end of the then current Subscription Term, the Subscription Services described in the active Order Form(s) shall automatically renew for a new Subscription Term equal to the longest Subscription Term of such expiring Order Form(s). Unless otherwise agreed by the parties, the unit prices for the Subscription Services fees, and the fees for associated technical support, shall increase by eight percent (8%) for each renewal term, provided the subscription quantity, type(s), and term are substantially similar to those in the expiring Order Form(s). If Customer wishes to discontinue use of the Subscription Services, decrease the quantity of the Subscription Services, or otherwise modify its purchase of the Subscriptions Services, for such renewal Order Form(s), it must provide Conga with forty-five (45) days’ notice prior to the expiration of the applicable Order Form(s).
10.3 Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services, including managed packages, as well as any model data pertaining to Conga AI Analyze, if applicable.
10.4 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, Conga will refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
10.5 Outstanding Fees. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Conga prior to the effective date of termination.
10.6 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, and 11.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 Use of Customer Name and Logo. With approval of Customer, Conga may issue a press release regarding the relationship between Customer and Conga, refer to Customer in marketing initiatives, and use Customer’s logos for such purposes. As Conga may request from time to time, Customer shall participate in Conga’s reference program and shall work with Conga’s representatives, at Conga’s cost and expense, on a use case overview and video or written testimonial, with content subject to review and approval by Customer.
11.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.4 Notices. Conga may give general notices for Subscription Services applicable to all customers by means of a notice on the Subscription Services web portal or via email. Specific notices applicable to Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Customer's e-mail address on record in Conga’s account information. All legal or dispute-related notices will be sent by first class mail, email, or express delivery, if to Conga, attention Chief Legal Officer, at P.O. Box 7839, Broomfield, Colorado 80021 U.S.A., or legal@conga.com, and if to Customer, to Customer's account representative and address on record in Conga’s account information or such other addresses as either party may designate in writing from time to time.
11.5 Force Majeure. Excluding Customer’s payment obligations under Section 4, neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.9 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules.
11.10 Venue. The state and federal courts located in the State of Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.11 Export Control Laws. The use and delivery of the Subscription Services and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Subscription Services under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
11.12 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms executed hereunder, constitute the entire agreement between the parties, and supersede 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. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order Form executed hereunder, the terms of this Agreement will prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order Form that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
Effective June 25th 2021 to October 15th 2021
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This Master Services Agreement (“Agreement”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Conga”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
YOU MAY NOT ACCESS THE SUBSCRIPTION SERVICES IF YOU ARE AN CONGA COMPETITOR, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF CONGA.
If you receive a free trial, the Agreement will also govern your use of the Subscription Services during the trial period.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This Master Services Agreement applies to Customer’s use of the online subscription services, including associated offline components and packaged technical support services, provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more Conga ordering documents signed by the parties (each, an “Order Form”). This Master Services Agreement and all executed Order Forms, including any addenda and exhibits, are collectively referred to as the “Agreement.” All capitalized terms not defined herein will have the meanings attributed to them in the Order Form.
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order Form (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (iii) the functionality of the Subscription Services will not be materially decreased from that available as of the Effective Date. Conga may release updates or upgrades, including push upgrades, to the Subscription Services during the Subscription Term, however, Customer agrees that its purchase of the Subscription Services is not contingent upon the delivery of any future functionality or features, nor dependent upon any oral or written public comments made by Conga with respect to future functionality or features. Customer’s affiliates (“Affiliates”) may purchase Subscription Services from Conga pursuant to this Agreement. In such event, all references to “Customer” hereunder shall instead refer to such Affiliate identified in the applicable Order Form(s).
1.3 Subscription Services Users. Subject to the limits set forth in the Order Form, Customer may authorize, via the Salesforce LMA (License Management Application), if applicable, Customer’s named employees, representatives, consultants, contractors, partners, or agents to use the Subscription Service by supplying user identifications and passwords for such individuals (“Users”). Additionally, if applicable, Users may use Service Events, SMS Events, or Conga Sign Transactions subject to the limits set forth in the Order Form. Customer may increase the number of Users, Service Events, or SMS Events pursuant to an add-on Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Service Level Agreement. Conga will make the Subscription Services available in accordance with the Conga Service Level Agreement further described at http://legal.conga.com/#service-level-agreement (“SLA”).
1.5 Technical Support. Conga will provide trouble handling and break/fix support services in accordance with the level of technical support indicated in the Order Form.
1.6 Service Descriptions. Conga will publish and maintain Service Descriptions that describe the material functionality of, and product-specific terms applicable to, the Subscription Services (“Service Descriptions”), which shall be updated from time-to-time and located at: https://legal.conga.com/#service-descriptions.
1.7 Professional Services. If Customer wishes to purchase implementation or other professional services from Conga relating to the Subscription Services (“Professional Services”), such work will be described in one or more separate statement(s) of work (“SOW”). Any Professional Services to be provided to Customer by Conga will be governed by the SOW and the Professional Services Terms found at: https://legal.conga.com/#professional-services-terms. Professional Services are separate and apart from the Subscription Services, and neither party’s obligations in connection with the Subscription Services are dependent in any way on any Professional Services. Training services purchased via Order Form or SOW will be considered Professional Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Conga reserves the right to, in cooperation with Customer, audit Customer’s use of the Subscription Services. In the event that Conga discovers that Customer’s actual usage of the Subscription Services exceeds the number of Users, Service Events, SMS Events or otherwise as set forth in the applicable Order Form, then, without limiting Conga’s other rights and remedies under this Agreement, Conga will be entitled to issue an invoice to Customer for such additional use.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order Form. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services in accordance with the terms of the Agreement. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Third-Party Providers. Certain third-party providers (“Third-Party Providers”) offer products and services related to the Subscription Services, including implementation, customization and other consulting services related to customers’ use of the Subscription Services and software, applications (both offline and online), and software-as-a-service offerings that work in conjunction with, or may be integrated with the Subscription Services, such as CRM applications. Conga is not responsible for, and does not warrant any such Third-Party Providers or any of their products or services. Customer is solely responsible for obtaining any necessary rights or licenses thereto, and the results therefrom. Any exchange of data or other interaction between Customer and a Third-Party Provider, and any purchase by Customer of any product or service offered by such provider, is solely between Customer and such Third-Party Provider. Notwithstanding the foregoing, to the extent Customer purchases such third-party products or services directly from Conga, the providers of such products or services shall not be considered Third-Party Providers hereunder.
2.4 SFDC’s Role. Customer recognizes and agrees that, if the applicable Subscription Services are hosted on the technology platform called salesforce.com, provided by salesforce.com, inc. ("SFDC"), then Customer's access and use of the Subscription Services, is subject to the Salesforce.com Platform Addendum found at https://legal.conga.com/#salesforce-platform-addendum.
3. Security and Data Protection.
3.1 Protection of Customer Data. Conga has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security and privacy of Customer Data, as further described in the Data Security Exhibit found at https://legal.conga.com/#data-security-exhibit. Conga will not be responsible for loss of data processed, stored or transmitted on systems or networks not owned or operated by Conga, including the Internet.
3.2. Data Privacy.
(A) Data Processing Addendum. Conga’s Data Processing Addendum is available at https://legal.conga.com/#dpa and is incorporated into this Agreement by reference when the General Data Protection Regulation, California Consumer Privacy Act (“CCPA”), or other applicable data protection law(s) applies to Customer’s use of the Subscription Services.
(B) CCPA. Conga will not: (a) sell Customer Data; (b) collect, retain, use, or disclose Customer Data for any purpose other than performance of its obligations under this Agreement, including for any commercial purpose other than to perform the Subscription Services; or (c) collect, retain, use, or disclose Customer Data for any purpose outside the direct business relationship between Conga and Customer. As used in this Section 3.2: (i) “sell” means selling, renting, releasing, disclosing, disseminating, making available, or transferring data, or otherwise communicating it orally, in writing, or by electronic or other means, to another business or a third party for monetary or other valuable consideration; and (ii) “commercial purpose” means to advance Conga’s commercial or economic interests, including without limitation by inducing another to buy, rent, lease, join, subscribe to, provide, or exchange products, goods, property, or services, and by enabling or effecting, directly or indirectly, a commercial transaction. Conga hereby certifies that it understands the restrictions set forth in this Section 3.2(B) and will comply with them. The parties agree that, for purposes of this Agreement, and when the CCPA applies to Customer’s use of the Subscription Services, Conga is a “Service Provider” (not a “third party”) to Customer pursuant to the CCPA.
3.3 Use of Services Attributes and Anonymized Data. Conga may collect, use and disclose quantitative and other usage information (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. For the sake of clarity, no Personal Data or Customer Data will be collected. Services Attributes will be considered in the aggregate form only and will not identify Customer or its Users (“Anonymized Metadata”). Conga retains all rights, title and interest in and to Anonymized Metadata.
4. Fees & Payment.
4.1 Fees. Customer will pay all fees specified in all Order Forms hereunder. Except as otherwise provided in an Order Form, all fees are quoted in United States dollars. Except as expressly set forth otherwise in the Agreement, fees (i) are based on number of Users, SMS Events, Service Events, or other mechanism detailed in an Order Form for subscriptions purchased in the relevant Order Form; (ii) will not be prorated if actual usage is less than expected, or if the number of Users set forth in the relevant Order Form exceeds those that are ultimately assigned to individual persons; and (iii) are non-cancellable and non-refundable. Any fees paid pursuant to an Order Form will not offset any fees due under any other Order Form.
4.2 Invoicing & Payment. Except as set forth in Section 2.1, fees for the Subscription Services will be invoiced annually in advance and otherwise in accordance with the Order Form. All amounts are due and payable thirty (30) days from the invoice date. All payments made under this Agreement will be in United States dollars.
4.3 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
4.4 Taxes. Unless explicitly set forth otherwise, fees in an Order Form or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Conga is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice, unless Customer provides Conga with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer is responsible for paying all Taxes, excluding only taxes based on Conga’s income and personal property. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Conga of such location(s) if different than Customer’s business address listed in the applicable Order Form.
4.5 Suspension of Subscription Services. If Customer's account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Conga reserves the right to suspend the Subscription Services, without liability to Customer, until such overdue amounts are paid in full.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga may utilize (A) Apttus Corporation and Conga marks and brands, including the apttus.com name, the conga.com name, the Apttus logo, the Conga logo, the Apttus.com domain name, the Conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including data contained within Conga database fields or objects, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Conga Technology to build, support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
5.3 Customer Data. As between Conga and Customer, all Customer Data is owned by Customer. Customer Data is considered Confidential Information and shall be used solely as expressly permitted in the Agreement. During the Subscription Term, Customer may extract all Customer Data from the Subscription Services at its sole discretion.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Subscription Services, the Conga Technology, business plans, technology and technical information, screen and product designs, interoperability of the Subscription Services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7. Warranties; Warranty Remedies; Warranties Disclaimer.
7.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. Conga represents and warrants that the Subscription Services will (i) be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (ii) perform in all material respects in accordance with the applicable Service Description(s), as updated from time to time.
7.2 Warranty Remedies. Customer will notify Conga of any warranty deficiencies under Section 7.1 within 30 days of the performance of the relevant Subscription Services, and Customer's exclusive remedy will be the re-performance of the deficient Subscription Services. If Conga cannot re-perform such deficient Subscription Services as warranted, Customer will be entitled to terminate the deficient Subscription Services under Section 10.5 below and recover a pro-rata portion of the fees paid to Conga for such deficient Subscription Services, and such refund will be Customer’s sole remedy and Conga’s entire liability.
7.3 Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 ABOVE AND IN THE SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. CONGA DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
8. Mutual Indemnification.
8.1 Indemnification by Conga. Subject to this Agreement, Conga will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Subscription Services as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Conga in a monetary settlement of such Claim. Conga’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) any use of the Subscription Services not in compliance with this Agreement. In the event of a Claim, Conga will, in its discretion and at no cost to Customer do one of the following: (A) modify the Subscription Services so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Subscription Services in accordance with this Agreement, or (C) terminate the subscription for the infringing Subscription Services and refund to Customer any prepaid fees for the remainder of the Subscription Term. THIS SECTION 8.1 SETS FORTH THE ENTIRE OBLIGATION OF CONGA AND CUSTOMER’S EXCLUSIVE REMEDY AGAINST CONGA FOR ANY CLAIM UNDER THIS SECTION.
8.2 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any Claim made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
8.3 Procedure. As a condition to the indemnifying party’s obligations under this Section 8, the party seeking indemnification must (a) promptly gives written notice of the Claim to the indemnifying party; (b) gives the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provides to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance. Notwithstanding the foregoing, the indemnified party will have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at the indemnified party’s expense.
9. Limitation of Liability.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM SECTION 8 (MUTUAL INDEMNIFICATION) AND CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Exclusion of Consequential and Related Damages. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS OR LOSS OF USE (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified therein. Except as otherwise provided in this Agreement or applicable Order Form, at the end of the then current Subscription Term, the Subscription Services described in the active Order Form(s) shall automatically renew for a new Subscription Term equal to the longest Subscription Term of such expiring Order Form(s). Unless otherwise agreed by the parties, the unit prices for the Subscription Services fees, and the fees for associated technical support, shall increase by eight percent (8%) for each renewal term, provided the subscription quantity, type(s), and term are substantially similar to those in the expiring Order Form(s). If Customer wishes to discontinue use of the Subscription Services, decrease the quantity of the Subscription Services, or otherwise modify its purchase of the Subscriptions Services, for such renewal Order Form(s), it must provide Conga with forty-five (45) days’ notice prior to the expiration of the applicable Order Form(s).
10.3 Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services, including managed packages, as well as any model data pertaining to Conga AI Analyze, if applicable.
10.4 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, Conga will refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
10.5 Outstanding Fees. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Conga prior to the effective date of termination.
10.6 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, and 11.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 Use of Customer Name and Logo. With approval of Customer, Conga may issue a press release regarding the relationship between Customer and Conga, refer to Customer in marketing initiatives, and use Customer’s logos for such purposes. As Conga may request from time to time, Customer shall participate in Conga’s reference program and shall work with Conga’s representatives, at Conga’s cost and expense, on a use case overview and video or written testimonial, with content subject to review and approval by Customer.
11.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.4 Notices. Conga may give general notices for Subscription Services applicable to all customers by means of a notice on the Subscription Services web portal or via email. Specific notices applicable to Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Customer's e-mail address on record in Conga’s account information. All legal or dispute-related notices will be sent by first class mail, email, or express delivery, if to Conga, attention Chief Legal Officer, at P.O. Box 7839, Broomfield, Colorado 80021 U.S.A., or legal@conga.com, and if to Customer, to Customer's account representative and address on record in Conga’s account information or such other addresses as either party may designate in writing from time to time.
11.5 Force Majeure. Excluding Customer’s payment obligations under Section 4, neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
11.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.9 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules.
11.10 Venue. The state and federal courts located in the State of Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.11 Export Control Laws. The use and delivery of the Subscription Services and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Subscription Services under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
11.12 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms executed hereunder, constitute the entire agreement between the parties, and supersede 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. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order Form executed hereunder, the terms of this Agreement will prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order Form that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
Effective February 11th 2021 to June 25th 2021
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This Master Services Agreement (“Agreement”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Conga”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
YOU MAY NOT ACCESS THE SUBSCRIPTION SERVICES IF YOU ARE AN CONGA COMPETITOR, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF CONGA.
If you receive a free trial, the Agreement will also govern your use of the Subscription Services during the trial period. Other Conga subscription modules are available, subject to separate terms and conditions.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This Master Services Agreement applies to Customer’s use of the online subscription services, including associated offline components related online training and packaged technical support services provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more Conga subscription-based ordering documents signed by the parties (each, an “Order”). This Master Services Agreement and all executed Orders, including any addenda and exhibits, are collectively referred to as the “Agreement.” All capitalized terms not defined herein will have the meanings attributed to them in the Order.
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; and (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. Customer agrees that its purchase of the Subscription Services is not contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written public comments made by Conga with respect to future functionality or features.
1.3 Subscription Services Users. Subject to the limits set forth in the Order, Customer may authorize Customer’s employees and contractors, acting on its behalf, to use the Subscription Services and will supply (or request Conga to supply) user identifications and passwords for such individuals (“Users”). Customer may increase the number of Users pursuant to an add-on Order(s). Unless otherwise specified in the relevant Order, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Service Level Agreement. Conga will make the Subscription Services available in accordance with the Service Level Agreement further described at http://legal.apttus.com/#apttus-service-level-agreement (“SLA”).
1.5 Technical Support. Conga will provide trouble handling and break/fix support services in accordance with the level of technical support indicated in the Order, and as further described at: http://legal.apttus.com/#apttus-technical-support.
1.6 Professional Services. If Customer wishes to purchase implementation or other professional services from Conga relating to the Subscription Services (“Professional Services”), the parties will mutually execute one or more separate Conga-based statement of work (“SOW”). Any Professional Services to be provided to Customer by Conga will be governed by the Professional Services Terms found at: http://legal.apttus.com/#apttus-professional-services-delivery-terms. Professional Services are separate and apart from the Subscription Services, and neither party’s obligations in connection with the Subscription Services are dependent in any way on any Professional Services. Training services purchased via Order or SOW will be considered Professional Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Conga reserves the right to audit Customer’s use of the Subscription Services no more than once each calendar year to ensure compliance with the terms of the Agreement. In the event that Conga discovers that Customer’s actual usage of the Subscription Services exceeds the amount of Users set forth in the applicable Order, then, without limiting Conga’s other rights and remedies under this Agreement, Conga will be entitled to issue an invoice to Customer for such additional Users.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services in accordance with the terms of the Agreement. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Third-Party Providers. Certain third-party providers, some of which may be listed on Conga's website, offer products and services related to the Subscription Services, including implementation, customization and other consulting services related to customers’ use of the Subscription Services and software, applications (both offline and online), and software-as-a-service offerings that work in conjunction with, or may be integrated with the Subscription Services, such as CRM applications. Conga is not responsible for, and does not warrant any such third-party providers or any of their products or services, whether or not such products or services are designated by Conga as "certified," "validated" or otherwise, and Customer will be solely responsible for obtaining any necessary rights or licenses thereto. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any product or service offered by such third-party provider, is solely between Customer and such third-party provider.
2.4 SFDC’s Role. Customer recognizes and agrees that, if the applicable Subscription Services are hosted on the technology platform called salesforce.com, provided by salesforce.com, inc. ("SFDC"), then Customer's access and use of the Subscription Services, is subject to the Salesforce.com Platform Addendum found at http://legal.apttus.com/#salesforce-platform-addendum.
3. Security and Data Protection.
3.1 Protection of Customer Data. Conga has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security, privacy and integrity of Customer Data, as further described in the Data Security Exhibit found at http://legal.apttus.com/#data-security-exhibit. Conga will not be responsible for loss of data processed, stored or transmitted on systems or networks not owned or operated by Conga, including the Internet.
3.2 Use of Services Attributes and Anonymized Data. Conga may collect, use and disclose quantitative and other data related to Customer’s use of the Subscription Services (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. Services Attributes will be considered in the aggregate form only, and will not identify Customer or its Users (“Anonymized Data”). Conga retains all rights, title and interest in and to Anonymized Data.
4. Fees & Payment.
4.1 Fees. Customer will pay all fees specified in all Orders hereunder. Except as otherwise provided in an Order, all fees are quoted in United States dollars. Except as expressly set forth otherwise in the Agreement (i) fees are based on number of User subscriptions purchased in the relevant Order, and fees will not be prorated if actual usage is less than the number of Users set forth in the relevant Order; and (ii) are non-cancellable and non-refundable. Any fees paid pursuant to an Order will not offset any fees due under any other Order.
4.2 Invoicing & Payment. Except as set forth in Section 2.1, fees for the Subscription Services will be invoiced annually in advance and otherwise in accordance with the Order. All amounts are due and payable thirty (30) days from the invoice date. All payments made under this Agreement will be in United States dollars.
4.3 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
4.4 Taxes. Unless explicitly set forth otherwise, Fees set forth in an Order or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Conga is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice. Customer is responsible for paying all Taxes, excluding only taxes based on Conga’s income and personal property. If Conga has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Conga with a valid tax exemption certificate authorized by the appropriate taxing authority. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Conga of such location(s) if different than Customer’s business address listed in the applicable Order.
4.5 Suspension of Subscription Services. If Customer's account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Conga reserves the right to suspend the Subscription Services, without liability to Customer, until such amounts are paid in full.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga utilizes (A) the apttus.com name, the conga.com name, the apttus.com logo, the conga.com logo, the apttus.com domain name, the conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including Conga database field, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Conga Technology to build or support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
5.3 Customer Data. As between Conga and Customer, all Customer Data is owned by Customer. Customer Data is considered Confidential Information and shall be used solely as expressly permitted in the Agreement.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Orders hereunder), the Customer Data, the Subscription Services, the Conga Technology, business plans, technology and technical information, screen and product designs, interoperability of the Subscription Services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7. Warranties; Warranty Remedies; Warranties Disclaimer.
7.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. Conga represents and warrants that the Subscription Services will (i) be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (ii) perform in all material respects in accordance with the Conga online user guide for the Subscription Services, accessible via the Conga Customer Success Portal, as updated from time to time.
7.2 Warranty Remedies. Customer will notify Conga of any warranty deficiencies under Section 7.1 within 30 days of the performance of the relevant Subscription Services, and Customer's exclusive remedy will be the re-performance of the deficient Subscription Services. If Conga cannot re-perform such deficient Subscription Services as warranted, Customer will be entitled to terminate the deficient Subscription Services under Section 10.5 below and recover a pro-rata portion of the fees paid to Conga for such deficient Subscription Services, and such refund will be Customer’s sole remedy and Conga’s entire liability.
7.3 Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 ABOVE AND IN THE SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR- FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. CONGA DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
8. Mutual Indemnification.
8.1 Indemnification by Conga. Subject to this Agreement, Conga will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Subscription Services as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Conga in a monetary settlement of such Claim. Conga’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) any use of the Subscription Services not in compliance with this Agreement. In the event of a Claim, Conga may, in its discretion and at no cost to Customer (A) modify the Subscription Services so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Subscription Services in accordance with this Agreement, or (C) terminate the subscription for the infringing Subscription Services and refund to Customer any prepaid fees for the remainder of the Subscription Term.
8.2 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any Claim made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
8.3 Procedure. As a condition to the indemnifying party’s obligations under this Section 8, the party seeking indemnification must (a) promptly gives written notice of the Claim to the indemnifying party; (b) gives the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provides to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance. Notwithstanding the foregoing, the indemnified party will have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at the indemnified party’s expense.
9. Limitation of Liability.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM SECTION 8 (MUTUAL INDEMNIFICATION) AND FOR CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Exclusion of Consequential and Related Damages. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS OR LOSS OF USE; (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date specified in the relevant Order and continue for the Subscription Term specified therein. At the end of the then current Subscription Term, the Subscription Services described in the active Order(s) may be extended upon execution of a new Order(s). The Subscription Services fees for each renewal term will increase by five percent (5%) over the prior Subscription Term.
10.3 Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services. This includes managed packages or other software that has been installed in Customer environments.
10.4 Return of Customer Data. Upon request by Customer made within thirty (30) days of the effective date of termination or expiration of this Agreement, Conga will make available to Customer for download a file of Customer Data in comma separated value (.csv) format. Customer will pay service fees for any additional data migration activities. After such thirty (30) day period, Conga will have no obligation to maintain or provide any Customer Data and thereafter may delete all Customer Data in its systems or otherwise in its possession or under its control.
10.5 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, Conga will refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
10.6 Outstanding Fees. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Conga prior to the effective date of termination.
10.7 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, and 11.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 Use of Customer Name and Logo. With approval of Customer, Conga may issue a press release regarding the relationship between Customer and Conga, refer to Customer in marketing initiatives, and use Customer’s logos for such purposes. As Conga may request from time to time, Customer shall participate in Conga’s reference program and shall work with Conga’s representatives, at Conga’s cost and expense, on a use case overview and video or written testimonial, with content subject to review and approval by Customer.
11.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.4 Notices. Conga may give general notices for Subscription Services applicable to all customers by means of a notice on the Subscription Services web portal. Specific notices applicable to Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Customer's e-mail address on record in Conga’s account information. All legal or dispute-related notices will be sent by first class mail or express delivery, if to Conga, attention Chief Legal Officer, at 1400 Fashion Island Blvd., Suite 100, San Mateo, California 94404, U.S.A., and if to Customer, to Customer's account representative and address on record in Conga’s account information or such other addresses as either party may designate in writing from time to time.
11.5 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than twenty (20) days, either party may cancel unperformed Subscription Services upon written notice.
11.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.9 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules.
11.10 Venue. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.11 Export Control Laws. The use and delivery of the Subscription Services and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Subscription Services under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
11.12 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Orders executed hereunder, constitute the entire agreement between the parties, and supersede 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. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order executed hereunder, the terms of this Agreement will prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Orders) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
Effective January 7th 2021 to February 11th 2021
DownloadTable of Contents
This Master Subscription Services Agreement (“Agreement”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Conga”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
YOU MAY NOT ACCESS THE SUBSCRIPTION SERVICES IF YOU ARE AN CONGA COMPETITOR, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF CONGA.
If you receive a free trial, the Agreement will also govern your use of the Subscription Services during the trial period. Other Conga subscription modules are available, subject to separate terms and conditions.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This Master Subscription Services Agreement applies to Customer’s use of the online subscription services, including [associated offline components] related online training and packaged technical support services provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more Conga subscription-based ordering documents signed by the parties (each, an “Order”). This Master Subscription Services Agreement and all executed Orders, including any addenda and exhibits, are collectively referred to as the “Agreement.” All capitalized terms not defined herein will have the meanings attributed to them in the Order.
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; and (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. Customer agrees that its purchase of the Subscription Services is not contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written public comments made by Conga with respect to future functionality or features.
1.3 Subscription Services Users. Subject to the limits set forth in the Order, Customer may authorize Customer’s employees and contractors, acting on its behalf, to use the Subscription Services and will supply (or request Conga to supply) user identifications and passwords for such individuals (“Users”). Customer may increase the number of Users pursuant to an add-on Order(s). Unless otherwise specified in the relevant Order, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Service Level Agreement. Conga will make the Subscription Services available in accordance with the Service Level Agreement further described at http://legal.apttus.com/#apttus-service-level-agreement (“SLA”).
1.5 Technical Support. Conga will provide trouble handling and break/fix support services in accordance with the level of technical support indicated in the Order, and as further described at: http://legal.apttus.com/#apttus-technical-support.
1.6 Professional Services. If Customer wishes to purchase implementation or other professional services from Conga relating to the Subscription Services (“Professional Services”), the parties will mutually execute one or more separate Conga-based statement of work (“SOW”). Any Professional Services to be provided to Customer by Conga will be governed by the Professional Services Terms found at: http://legal.apttus.com/#apttus-professional-services-delivery-terms. Professional Services are separate and apart from the Subscription Services, and neither party’s obligations in connection with the Subscription Services are dependent in any way on any Professional Services. Training services purchased via Order or SOW will be considered Professional Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Conga reserves the right to audit Customer’s use of the Subscription Services no more than once each calendar year to ensure compliance with the terms of the Agreement. In the event that Conga discovers that Customer’s actual usage of the Subscription Services exceeds the amount of Users set forth in the applicable Order, then, without limiting Conga’s other rights and remedies under this Agreement, Conga will be entitled to issue an invoice to Customer for such additional Users.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services in accordance with the terms of the Agreement. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Third-Party Providers. Certain third-party providers, some of which may be listed on Conga's website, offer products and services related to the Subscription Services, including implementation, customization and other consulting services related to customers’ use of the Subscription Services and software, applications (both offline and online), and software-as-a-service offerings that work in conjunction with, or may be integrated with the Subscription Services, such as CRM applications. Conga is not responsible for, and does not warrant any such third-party providers or any of their products or services, whether or not such products or services are designated by Conga as "certified," "validated" or otherwise, and Customer will be solely responsible for obtaining any necessary rights or licenses thereto. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any product or service offered by such third-party provider, is solely between Customer and such third-party provider.
2.4 SFDC’s Role. Customer recognizes and agrees that, if the applicable Subscription Services are hosted on the technology platform called salesforce.com, provided by salesforce.com, inc. ("SFDC"), then Customer's access and use of the Subscription Services, is subject to the Salesforce.com Platform Addendum found at http://legal.apttus.com/#salesforce-platform-addendum.
3. Security and Data Protection.
3.1 Protection of Customer Data. Conga has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security, privacy and integrity of Customer Data, as further described in the Data Security Exhibit found at http://legal.apttus.com/#data-security-exhibit. Conga will not be responsible for loss of data processed, stored or transmitted on systems or networks not owned or operated by Conga, including the Internet.
3.2 Use of Services Attributes and Anonymized Data. Conga may collect, use and disclose quantitative and other data related to Customer’s use of the Subscription Services (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. Services Attributes will be considered in the aggregate form only, and will not identify Customer or its Users (“Anonymized Data”). Conga retains all rights, title and interest in and to Anonymized Data.
4. Fees & Payment.
4.1 Fees. Customer will pay all fees specified in all Orders hereunder. Except as otherwise provided in an Order, all fees are quoted in United States dollars. Except as expressly set forth otherwise in the Agreement (i) fees are based on number of User subscriptions purchased in the relevant Order, and fees will not be prorated if actual usage is less than the number of Users set forth in the relevant Order; and (ii) are non-cancellable and non-refundable. Any fees paid pursuant to an Order will not offset any fees due under any other Order.
4.2 Invoicing & Payment. Except as set forth in Section 2.1, fees for the Subscription Services will be invoiced annually in advance and otherwise in accordance with the Order. All amounts are due and payable thirty (30) days from the invoice date. All payments made under this Agreement will be in United States dollars.
4.3 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
4.4 Taxes. Unless explicitly set forth otherwise, Fees set forth in an Order or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Conga is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice. Customer is responsible for paying all Taxes, excluding only taxes based on Conga’s income and personal property. If Conga has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Conga with a valid tax exemption certificate authorized by the appropriate taxing authority. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Conga of such location(s) if different than Customer’s business address listed in the applicable Order.
4.5 Suspension of Subscription Services. If Customer's account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Conga reserves the right to suspend the Subscription Services, without liability to Customer, until such amounts are paid in full.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga utilizes (A) the apttus.com name, the conga.com name, the apttus.com logo, the conga.com logo, the apttus.com domain name, the conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including Conga database field, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Conga Technology to build or support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
5.3 Customer Data. As between Conga and Customer, all Customer Data is owned by Customer. Customer Data is considered Confidential Information and shall be used solely as expressly permitted in the Agreement.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Orders hereunder), the Customer Data, the Subscription Services, the Conga Technology, business plans, technology and technical information, screen and product designs, interoperability of the Subscription Services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7. Warranties; Warranty Remedies; Warranties Disclaimer.
7.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. Conga represents and warrants that the Subscription Services will (i) be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (ii) perform in all material respects in accordance with the Conga online user guide for the Subscription Services, accessible via the Conga Customer Success Portal, as updated from time to time.
7.2 Warranty Remedies. Customer will notify Conga of any warranty deficiencies under Section 7.1 within 30 days of the performance of the relevant Subscription Services, and Customer's exclusive remedy will be the re-performance of the deficient Subscription Services. If Conga cannot re-perform such deficient Subscription Services as warranted, Customer will be entitled to terminate the deficient Subscription Services under Section 10.5 below and recover a pro-rata portion of the fees paid to Conga for such deficient Subscription Services, and such refund will be Customer’s sole remedy and Conga’s entire liability.
7.3 Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 ABOVE AND IN THE SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR- FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. CONGA DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
8. Mutual Indemnification.
8.1 Indemnification by Conga. Subject to this Agreement, Conga will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Subscription Services as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Conga in a monetary settlement of such Claim. Conga’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) any use of the Subscription Services not in compliance with this Agreement. In the event of a Claim, Conga may, in its discretion and at no cost to Customer (A) modify the Subscription Services so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Subscription Services in accordance with this Agreement, or (C) terminate the subscription for the infringing Subscription Services and refund to Customer any prepaid fees for the remainder of the Subscription Term.
8.2 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any Claim made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
8.3 Procedure. As a condition to the indemnifying party’s obligations under this Section 8, the party seeking indemnification must (a) promptly gives written notice of the Claim to the indemnifying party; (b) gives the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provides to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance. Notwithstanding the foregoing, the indemnified party will have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at the indemnified party’s expense.
9. Limitation of Liability.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM SECTION 8 (MUTUAL INDEMNIFICATION) AND FOR CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Exclusion of Consequential and Related Damages. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS OR LOSS OF USE; (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date specified in the relevant Order and continue for the Subscription Term specified therein. At the end of the then current Subscription Term, the Subscription Services described in the active Order(s) may be extended upon execution of a new Order(s). The Subscription Services fees for each renewal term will increase by five percent (5%) over the prior Subscription Term.
10.3 Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services. This includes managed packages or other software that has been installed in Customer environments.
10.4 Return of Customer Data. Upon request by Customer made within thirty (30) days of the effective date of termination or expiration of this Agreement, Conga will make available to Customer for download a file of Customer Data in comma separated value (.csv) format. Customer will pay service fees for any additional data migration activities. After such thirty (30) day period, Conga will have no obligation to maintain or provide any Customer Data and thereafter may delete all Customer Data in its systems or otherwise in its possession or under its control.
10.5 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, Conga will refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
10.6 Outstanding Fees. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Conga prior to the effective date of termination.
10.7 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, and 11.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 Use of Customer Name and Logo. With approval of Customer, Conga may issue a press release regarding the relationship between Customer and Conga, refer to Customer in marketing initiatives, and use Customer’s logos for such purposes. As Conga may request from time to time, Customer shall participate in Conga’s reference program and shall work with Conga’s representatives, at Conga’s cost and expense, on a use case overview and video or written testimonial, with content subject to review and approval by Customer.
11.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.4 Notices. Conga may give general notices for Subscription Services applicable to all customers by means of a notice on the Subscription Services web portal. Specific notices applicable to Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Customer's e-mail address on record in Conga’s account information. All legal or dispute-related notices will be sent by first class mail or express delivery, if to Conga, attention Chief Legal Officer, at 1400 Fashion Island Blvd., Suite 100, San Mateo, California 94404, U.S.A., and if to Customer, to Customer's account representative and address on record in Conga’s account information or such other addresses as either party may designate in writing from time to time.
11.5 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than twenty (20) days, either party may cancel unperformed Subscription Services upon written notice.
11.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.7 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.9 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules.
11.10 Venue. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.11 Export Control Laws. The use and delivery of the Subscription Services and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Subscription Services under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
11.12 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Orders executed hereunder, constitute the entire agreement between the parties, and supersede 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. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order executed hereunder, the terms of this Agreement will prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Orders) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
Effective December 3rd 2019 to January 7th 2021
DownloadTable of Contents
This Master Subscription Services Agreement (“Agreement”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Apttus”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
YOU MAY NOT ACCESS THE SUBSCRIPTION SERVICES IF YOU ARE AN APTTUS COMPETITOR, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF APTTUS.
If you receive a free trial, the Agreement will also govern your use of the Subscription Services during the trial period. Other Apttus subscription modules are available, subject to separate terms and conditions.
Apttus may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This Master Subscription Services Agreement applies to Customer’s use of the online subscription services, including [associated offline components] related online training and packaged technical support services provided or managed by Apttus (collectively, the “Subscription Services”) that are listed in one or more Apttus subscription-based ordering documents signed by the parties (each, an “Order”). This Master Subscription Services Agreement and all executed Orders, including any addenda and exhibits, are collectively referred to as the “Agreement.” All capitalized terms not defined herein will have the meanings attributed to them in the Order.
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order (the “Subscription Term”), Apttus will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; and (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. Customer agrees that its purchase of the Subscription Services is not contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written public comments made by Apttus with respect to future functionality or features.
1.3 Subscription Services Users. Subject to the limits set forth in the Order, Customer may authorize Customer’s employees and contractors, acting on its behalf, to use the Subscription Services and will supply (or request Apttus to supply) user identifications and passwords for such individuals (“Users”). Customer may increase the number of Users pursuant to an add-on Order(s). Unless otherwise specified in the relevant Order, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Service Level Agreement. Apttus will make the Subscription Services available in accordance with the Apttus Service Level Agreement further described at http://legal.apttus.com/#apttus-service-level-agreement (“SLA”).
1.5 Technical Support. Apttus will provide trouble handling and break/fix support services in accordance with the level of technical support indicated in the Order, and as further described at: http://legal.apttus.com/#apttus-technical-support.
1.6 Professional Services. If Customer wishes to purchase implementation or other professional services from Apttus relating to the Subscription Services (“Professional Services”), the parties will mutually execute one or more separate Apttus based-statement of work (“SOW”). Any Professional Services to be provided to Customer by Apttus will be governed by the Apttus Professional Services Terms found at: http://legal.apttus.com/#apttus-professional-services-delivery-terms. Professional Services are separate and apart from the Subscription Services, and neither party’s obligations in connection with the Subscription Services are dependent in any way on any Professional Services. Training services purchased via Order or SOW will be considered Professional Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Apttus promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Apttus reserves the right to audit Customer’s use of the Subscription Services no more than once each calendar year to ensure compliance with the terms of the Agreement. In the event that Apttus discovers that Customer’s actual usage of the Subscription Services exceeds the amount of Users set forth in the applicable Order, then, without limiting Apttus’ other rights and remedies under this Agreement, Apttus will be entitled to issue an invoice to Customer for such additional Users.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services in accordance with the terms of the Agreement. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Third-Party Providers. Certain third-party providers, some of which may be listed on Apttus' website, offer products and services related to the Subscription Services, including implementation, customization and other consulting services related to customers’ use of the Subscription Services and software, applications (both offline and online), and software-as-a-service offerings that work in conjunction with, or may be integrated with the Subscription Services, such as CRM applications. Apttus is not responsible for, and does not warrant any such third-party providers or any of their products or services, whether or not such products or services are designated by Apttus as "certified," "validated" or otherwise, and Customer will be solely responsible for obtaining any necessary rights or licenses thereto. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any product or service offered by such third-party provider, is solely between Customer and such third-party provider.
2.4 SFDC’s Role. Customer recognizes and agrees that, if the applicable Subscription Services are hosted on the technology platform called salesforce.com, provided by salesforce.com, inc. ("SFDC"), then Customer's access and use of the Subscription Services, is subject to the Salesforce.com Platform Addendum found at http://legal.apttus.com/#salesforce-platform-addendum.
3. Security and Data Protection.
3.1 Protection of Customer Data. Apttus has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security, privacy and integrity of Customer Data, as further described in the Data Security Exhibit found at http://legal.apttus.com/#data-security-exhibit. Apttus will not be responsible for loss of data processed, stored or transmitted on systems or networks not owned or operated by Apttus, including the Internet.
3.2 Use of Services Attributes and Anonymized Data. Apttus may collect, use and disclose quantitative and other data related to Customer’s use of the Subscription Services (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. Services Attributes will be considered in the aggregate form only, and will not identify Customer or its Users (“Anonymized Data”). Apttus retains all rights, title and interest in and to Anonymized Data.
4. Fees & Payment.
4.1 Fees. Customer will pay all fees specified in all Orders hereunder. Except as otherwise provided in an Order, all fees are quoted in United States dollars. Except as expressly set forth otherwise in the Agreement (i) fees are based on number of User subscriptions purchased in the relevant Order, and fees will not be prorated if actual usage is less than the number of Users set forth in the relevant Order; and (ii) are non-cancellable and non-refundable. Any fees paid pursuant to an Order will not offset any fees due under any other Order.
4.2 Invoicing & Payment. Except as set forth in Section 2.1, fees for the Subscription Services will be invoiced annually in advance and otherwise in accordance with the Order. All amounts are due and payable thirty (30) days from the invoice date. All payments made under this Agreement will be in United States dollars.
4.3 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
4.4 Taxes. Unless explicitly set forth otherwise, Fees set forth in an Order or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Apttus is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice. Customer is responsible for paying all Taxes, excluding only taxes based on Apttus’ income and personal property. If Apttus has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Apttus with a valid tax exemption certificate authorized by the appropriate taxing authority. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Apttus of such location(s) if different than Customer’s business address listed in the applicable Order.
4.5 Suspension of Subscription Services. If Customer's account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Apttus reserves the right to suspend the Subscription Services, without liability to Customer, until such amounts are paid in full.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Apttus utilizes (A) the Apttus.com name, the Apttus.com logo, the Apttus.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Apttus Technology"); and (ii) that the Apttus Technology is covered by intellectual property rights owned or licensed by Apttus (collectively, "Apttus IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Apttus Technology or Apttus IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Apttus Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including Apttus database field, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Apttus Technology to build or support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
5.3 Customer Data. As between Apttus and Customer, all Customer Data is owned by Customer. Customer Data is considered Confidential Information and shall be used solely as expressly permitted in the Agreement.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Orders hereunder), the Customer Data, the Subscription Services, the Apttus Technology, business plans, technology and technical information, screen and product designs, interoperability of the Subscription Services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7. Warranties; Warranty Remedies; Warranties Disclaimer.
7.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. Apttus represents and warrants that the Subscription Services will (i) be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (ii) perform in all material respects in accordance with the Apttus online user guide for the Subscription Services, accessible via the Apttus Customer Success Portal, as updated from time to time.
7.2 Warranty Remedies. Customer will notify Apttus of any warranty deficiencies under Section 7.1 within 30 days of the performance of the relevant Subscription Services, and Customer's exclusive remedy will be the re-performance of the deficient Subscription Services. If Apttus cannot re-perform such deficient Subscription Services as warranted, Customer will be entitled to terminate the deficient Subscription Services under Section 10.5 below and recover a pro-rata portion of the fees paid to Apttus for such deficient Subscription Services, and such refund will be Customer’s sole remedy and Apttus’ entire liability.
7.3 Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 ABOVE AND IN THE SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, APTTUS AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. APTTUS DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. APTTUS DOES NOT WARRANT UNINTERRUPTED OR ERROR- FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT APTTUS WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. APTTUS DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
8. Mutual Indemnification.
8.1 Indemnification by Apttus. Subject to this Agreement, Apttus will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Subscription Services as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Apttus in a monetary settlement of such Claim. Apttus’ obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Apttus products or services; or (III) any use of the Subscription Services not in compliance with this Agreement. In the event of a Claim, Apttus may, in its discretion and at no cost to Customer (A) modify the Subscription Services so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Subscription Services in accordance with this Agreement, or (C) terminate the subscription for the infringing Subscription Services and refund to Customer any prepaid fees for the remainder of the Subscription Term.
8.2 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any Claim made or brought against Apttus by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Apttus products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
8.3 Procedure. As a condition to the indemnifying party’s obligations under this Section 8, the party seeking indemnification must (a) promptly gives written notice of the Claim to the indemnifying party; (b) gives the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provides to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance. Notwithstanding the foregoing, the indemnified party will have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at the indemnified party’s expense.
9. Limitation of Liability.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM SECTION 8 (MUTUAL INDEMNIFICATION) AND FOR CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Exclusion of Consequential and Related Damages. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS OR LOSS OF USE; (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date specified in the relevant Order and continue for the Subscription Term specified therein. At the end of the then current Subscription Term, the Subscription Services described in the active Order(s) may be extended upon execution of a new Order(s). The Subscription Services fees for each renewal term will increase by five percent (5%) over the prior Subscription Term.
10.3 Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Apttus provided software related to the Subscription Services. This includes managed packages or other software that has been installed in Customer environments.
10.4 Return of Customer Data. Upon request by Customer made within thirty (30) days of the effective date of termination or expiration of this Agreement, Apttus will make available to Customer for download a file of Customer Data in comma separated value (.csv) format. Customer will pay service fees for any additional data migration activities. After such thirty (30) day period, Apttus will have no obligation to maintain or provide any Customer Data and thereafter may delete all Customer Data in its systems or otherwise in its possession or under its control.
10.5 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, Apttus will refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
10.6 Outstanding Fees. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Apttus prior to the effective date of termination.
10.7 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, and 11.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.3 Notices. Apttus may give general notices for Subscription Services applicable to all customers by means of a notice on the Subscription Services web portal. Specific notices applicable to Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Customer's e-mail address on record in Apttus’ account information. All legal or dispute-related notices will be sent by first class mail or express delivery, if to Apttus, attention Chief Legal Officer, at 1400 Fashion Island Blvd., Suite 100, San Mateo, California 94404, U.S.A., and if to Customer, to Customer's account representative and address on record in Apttus’ account information or such other addresses as either party may designate in writing from time to time.
11.4 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than twenty (20) days, either party may cancel unperformed Subscription Services upon written notice.
11.5 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.7 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.8 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules.
11.9 Venue. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.10 Export Control Laws. The use and delivery of the Subscription Services and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Subscription Services under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
11.11 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Orders executed hereunder, constitute the entire agreement between the parties, and supersede 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. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order executed hereunder, the terms of this Agreement will prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Orders) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
Effective August 26th 2019 to December 3rd 2019
DownloadTable of Contents
This Master Subscription Services Agreement (“Agreement”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Apttus”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
YOU MAY NOT ACCESS THE SUBSCRIPTION SERVICES IF YOU ARE AN APTTUS COMPETITOR, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF APTTUS.
If you receive a free trial, the Agreement will also govern your use of the Subscription Services during the trial period. Other Apttus subscription modules are available, subject to separate terms and conditions.
Apttus may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This Master Subscription Services Agreement applies to Customer’s use of the online subscription services, including [associated offline components] related online training and packaged technical support services provided or managed by Apttus (collectively, the “Subscription Services”) that are listed in one or more Apttus subscription-based ordering documents signed by the parties (each, an “Order”). This Master Subscription Services Agreement and all executed Orders, including any addenda and exhibits, are collectively referred to as the “Agreement.” All capitalized terms not defined herein will have the meanings attributed to them in the Order.
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order (the “Subscription Term”), Apttus will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; and (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. Customer agrees that its purchase of the Subscription Services is not contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written public comments made by Apttus with respect to future functionality or features.
1.3 Subscription Services Users. Subject to the limits set forth in the Order, Customer may authorize Customer’s employees and contractors, acting on its behalf, to use the Subscription Services and will supply (or request Apttus to supply) user identifications and passwords for such individuals (“Users”). Customer may increase the number of Users pursuant to an add-on Order(s). Unless otherwise specified in the relevant Order, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Service Level Agreement. Apttus will make the Subscription Services available in accordance with the Apttus Service Level Agreement further described at http://legal.apttus.com/#apttus-service-level-agreement (“SLA”).
1.5 Technical Support. Apttus will provide trouble handling and break/fix support services in accordance with the level of technical support indicated in the Order, and as further described at: http://legal.apttus.com/#apttus-technical-support.
1.6 Professional Services. If Customer wishes to purchase implementation or other professional services from Apttus relating to the Subscription Services (“Professional Services”), the parties will mutually execute one or more separate Apttus based-statement of work (“SOW”). Any Professional Services to be provided to Customer by Apttus will be governed by the Apttus Professional Services Terms found at: http://legal.apttus.com/#apttus-professional-services-delivery-terms. Professional Services are separate and apart from the Subscription Services, and neither party’s obligations in connection with the Subscription Services are dependent in any way on any Professional Services. Training services purchased via Order or SOW will be considered Professional Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Apttus promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Apttus reserves the right to audit Customer’s use of the Subscription Services no more than once each calendar year to ensure compliance with the terms of the Agreement. In the event that Apttus discovers that Customer’s actual usage of the Subscription Services exceeds the amount of Users set forth in the applicable Order, then, without limiting Apttus’ other rights and remedies under this Agreement, Apttus will be entitled to issue an invoice to Customer for such additional Users.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services in accordance with the terms of the Agreement. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Third-Party Providers. Certain third-party providers, some of which may be listed on Apttus' website, offer products and services related to the Subscription Services, including implementation, customization and other consulting services related to customers’ use of the Subscription Services and software, applications (both offline and online), and software-as-a-service offerings that work in conjunction with, or may be integrated with the Subscription Services, such as CRM applications. Apttus is not responsible for, and does not warrant any such third-party providers or any of their products or services, whether or not such products or services are designated by Apttus as "certified," "validated" or otherwise, and Customer will be solely responsible for obtaining any necessary rights or licenses thereto. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any product or service offered by such third-party provider, is solely between Customer and such third-party provider.
2.4 SFDC’s Role. Customer recognizes and agrees that, if the applicable Subscription Services are hosted on the technology platform called salesforce.com, provided by salesforce.com, inc. ("SFDC"), then Customer's access and use of the Subscription Services, is subject to the Salesforce.com Platform Addendum found at http://legal.apttus.com/#salesforce-platform-addendum.
3. Security and Data Protection.
3.1 Protection of Customer Data. Apttus has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security, privacy and integrity of Customer Data, as further described in the Data Security Exhibit found at http://legal.apttus.com/#data-security-exhibit. Apttus will not be responsible for loss of data processed, stored or transmitted on systems or networks not owned or operated by Apttus, including the Internet.
3.2 Use of Services Attributes and Anonymized Data. Apttus may collect, use and disclose quantitative and other data related to Customer’s use of the Subscription Services (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. Services Attributes will be considered in the aggregate form only, and will not identify Customer or its Users (“Anonymized Data”). Apttus retains all rights, title and interest in and to Anonymized Data.
4. Fees & Payment.
4.1 Fees. Customer will pay all fees specified in all Orders hereunder. Except as otherwise provided in an Order, all fees are quoted in United States dollars. Except as expressly set forth otherwise in the Agreement (i) fees are based on number of User subscriptions purchased in the relevant Order, and fees will not be prorated if actual usage is less than the number of Users set forth in the relevant Order; and (ii) are non-cancellable and non-refundable. Any fees paid pursuant to an Order will not offset any fees due under any other Order.
4.2 Invoicing & Payment. Except as set forth in Section 2.1, fees for the Subscription Services will be invoiced annually in advance and otherwise in accordance with the Order. All amounts are due and payable thirty (30) days from the invoice date. All payments made under this Agreement will be in United States dollars.
4.3 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
4.4 Taxes. Unless explicitly set forth otherwise, Fees set forth in an Order or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Apttus is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice. Customer is responsible for paying all Taxes, excluding only taxes based on Apttus’ income and personal property. If Apttus has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Apttus with a valid tax exemption certificate authorized by the appropriate taxing authority. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Apttus of such location(s) if different than Customer’s business address listed in the applicable Order.
4.5 Suspension of Subscription Services. If Customer's account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Apttus reserves the right to suspend the Subscription Services, without liability to Customer, until such amounts are paid in full.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Apttus utilizes (A) the Apttus.com name, the Apttus.com logo, the Apttus.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Apttus Technology"); and (ii) that the Apttus Technology is covered by intellectual property rights owned or licensed by Apttus (collectively, "Apttus IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Apttus Technology or Apttus IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Apttus Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including Apttus database field, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Apttus Technology to build or support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
5.3 Customer Data. As between Apttus and Customer, all Customer Data is owned by Customer. Customer Data is considered Confidential Information and shall be used solely as expressly permitted in the Agreement.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Orders hereunder), the Customer Data, the Subscription Services, the Apttus Technology, business plans, technology and technical information, screen and product designs, interoperability of the Subscription Services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7. Warranties; Warranty Remedies; Warranties Disclaimer.
7.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. Apttus represents and warrants that the Subscription Services will (i) be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (ii) perform in all material respects in accordance with the Apttus online user guide for the Subscription Services, accessible via the Apttus Customer Success Portal, as updated from time to time.
7.2 Warranty Remedies. Customer will notify Apttus of any warranty deficiencies under Section 7.1 within 30 days of the performance of the relevant Subscription Services, and Customer's exclusive remedy will be the re-performance of the deficient Subscription Services. If Apttus cannot re-perform such deficient Subscription Services as warranted, Customer will be entitled to terminate the deficient Subscription Services under Section 10.5 below and recover a pro-rata portion of the fees paid to Apttus for such deficient Subscription Services, and such refund will be Customer’s sole remedy and Apttus’ entire liability.
7.3 Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 ABOVE AND IN THE SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, APTTUS AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. APTTUS DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. APTTUS DOES NOT WARRANT UNINTERRUPTED OR ERROR- FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT APTTUS WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. APTTUS DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
8. Mutual Indemnification.
8.1 Indemnification by Apttus. Subject to this Agreement, Apttus will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Subscription Services as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Apttus in a monetary settlement of such Claim. Apttus’ obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Apttus products or services; or (III) any use of the Subscription Services not in compliance with this Agreement. In the event of a Claim, Apttus may, in its discretion and at no cost to Customer (A) modify the Subscription Services so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Subscription Services in accordance with this Agreement, or (C) terminate the subscription for the infringing Subscription Services and refund to Customer any prepaid fees for the remainder of the Subscription Term.
8.2 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any Claim made or brought against Apttus by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Apttus products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
8.3 Procedure. As a condition to the indemnifying party’s obligations under this Section 8, the party seeking indemnification must (a) promptly gives written notice of the Claim to the indemnifying party; (b) gives the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provides to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance. Notwithstanding the foregoing, the indemnified party will have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at the indemnified party’s expense.
9. Limitation of Liability.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM SECTION 8 (MUTUAL INDEMNIFICATION) AND FOR CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Exclusion of Consequential and Related Damages. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS OR LOSS OF USE; (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date specified in the relevant Order and continue for the Subscription Term specified therein. At the end of the then current Subscription Term, the Subscription Services described in the active Order(s) will auto-renew for a period of three (3) years, unless (i) Customer notifies Apttus at least forty-five (45) days in advance of their intent not to renew; (ii) the Subscription Services are no longer commercially available; or (iii) renewal Order(s) have already been negotiated. The Subscription Services fees for each auto-renew term will increase by five percent (5%) over the prior Subscription Term.
10.3 Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Apttus provided software related to the Subscription Services. This includes managed packages or other software that has been installed in Customer environments.
10.4 Return of Customer Data. Upon request by Customer made within thirty (30) days of the effective date of termination or expiration of this Agreement, Apttus will make available to Customer for download a file of Customer Data in comma separated value (.csv) format. Customer will pay service fees for any additional data migration activities. After such thirty (30) day period, Apttus will have no obligation to maintain or provide any Customer Data and thereafter may delete all Customer Data in its systems or otherwise in its possession or under its control.
10.5 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, Apttus will refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
10.6 Outstanding Fees. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Apttus prior to the effective date of termination.
10.7 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, and 11.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.3 Notices. Apttus may give general notices for Subscription Services applicable to all customers by means of a notice on the Subscription Services web portal. Specific notices applicable to Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Customer's e-mail address on record in Apttus’ account information. All legal or dispute-related notices will be sent by first class mail or express delivery, if to Apttus, attention Chief Legal Officer, at 1400 Fashion Island Blvd., Suite 100, San Mateo, California 94404, U.S.A., and if to Customer, to Customer's account representative and address on record in Apttus’ account information or such other addresses as either party may designate in writing from time to time.
11.4 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than twenty (20) days, either party may cancel unperformed Subscription Services upon written notice.
11.5 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.7 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.8 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules.
11.9 Venue. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.10 Export Control Laws. The use and delivery of the Subscription Services and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Subscription Services under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
11.11 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Orders executed hereunder, constitute the entire agreement between the parties, and supersede 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. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order executed hereunder, the terms of this Agreement will prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Orders) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
Effective March 7th 2019 to August 26th 2019
DownloadTable of Contents
This Master Subscription Services Agreement (“Agreement”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Apttus”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
YOU MAY NOT ACCESS THE SUBSCRIPTION SERVICES IF YOU ARE AN APTTUS COMPETITOR, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF APTTUS.
If you receive a free trial, the Agreement will also govern your use of the Subscription Services during the trial period. Other Apttus subscription modules are available, subject to separate terms and conditions.
Apttus may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This Master Subscription Services Agreement applies to Customer’s use of the online subscription services, including [associated offline components] related online training and packaged technical support services provided or managed by Apttus (collectively, the “Subscription Services”) that are listed in one or more Apttus subscription-based ordering documents signed by the parties (each, an “Order”). This Master Subscription Services Agreement and all executed Orders, including any addenda and exhibits, are collectively referred to as the “Agreement.” All capitalized terms not defined herein will have the meanings attributed to them in the Order.
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order (the “Subscription Term”), Apttus will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; and (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. Customer agrees that its purchase of the Subscription Services is not contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written public comments made by Apttus with respect to future functionality or features.
1.3 Subscription Services Users. Subject to the limits set forth in the Order, Customer may authorize Customer’s employees and contractors, acting on its behalf, to use the Subscription Services and will supply (or request Apttus to supply) user identifications and passwords for such individuals (“Users”). Customer may increase the number of Users pursuant to an add-on Order(s). Unless otherwise specified in the relevant Order, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Service Level Agreement. Apttus will make the Subscription Services available in accordance with the Apttus Service Level Agreement further described at http://legal.apttus.com/ (“SLA”).
1.5 Technical Support. Apttus will provide trouble handling and break/fix support services in accordance with the level of technical support indicated in the Order, and as further described at: http://legal.apttus.com/.
1.6 Professional Services. If Customer wishes to purchase implementation or other professional services from Apttus relating to the Subscription Services (“Professional Services”), the parties will mutually execute one or more separate Apttus based-statement of work (“SOW”). Any Professional Services to be provided to Customer by Apttus will be governed by the Apttus Professional Services Terms found at: http://legal.apttus.com/. Professional Services are separate and apart from the Subscription Services, and neither party’s obligations in connection with the Subscription Services are dependent in any way on any Professional Services. Training services purchased via Order or SOW will be considered Professional Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Apttus promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Apttus reserves the right to audit Customer’s use of the Subscription Services no more than once each calendar year to ensure compliance with the terms of the Agreement. In the event that Apttus discovers that Customer’s actual usage of the Subscription Services exceeds the amount of Users set forth in the applicable Order, then, without limiting Apttus’ other rights and remedies under this Agreement, Apttus will be entitled to issue an invoice to Customer for such additional Users.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services in accordance with the terms of the Agreement. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Third-Party Providers. Certain third-party providers, some of which may be listed on Apttus' website, offer products and services related to the Subscription Services, including implementation, customization and other consulting services related to customers’ use of the Subscription Services and software, applications (both offline and online), and software-as-a-service offerings that work in conjunction with, or may be integrated with the Subscription Services, such as CRM applications. Apttus is not responsible for, and does not warrant any such third-party providers or any of their products or services, whether or not such products or services are designated by Apttus as "certified," "validated" or otherwise, and Customer will be solely responsible for obtaining any necessary rights or licenses thereto. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any product or service offered by such third-party provider, is solely between Customer and such third-party provider.
3. Security and Data Protection.
3.1 Protection of Customer Data. Apttus has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security, privacy and integrity of Customer Data, as further described in the Data Security Exhibit found at http://legal.apttus.com/. Apttus will not be responsible for loss of data processed, stored or transmitted on systems or networks not owned or operated by Apttus, including the Internet.
3.2 Use of Services Attributes and Anonymized Data. Apttus may collect, use and disclose quantitative and other data related to Customer’s use of the Subscription Services (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. Services Attributes will be considered in the aggregate form only, and will not identify Customer or its Users (“Anonymized Data”). Apttus retains all rights, title and interest in and to Anonymized Data.
4. Fees & Payment.
4.1 Fees. Customer will pay all fees specified in all Orders hereunder. Except as otherwise provided in an Order, all fees are quoted in United States dollars. Except as expressly set forth otherwise in the Agreement (i) fees are based on number of User subscriptions purchased in the relevant Order, and fees will not be prorated if actual usage is less than the number of Users set forth in the relevant Order; and (ii) are non-cancellable and non-refundable. Any fees paid pursuant to an Order will not offset any fees due under any other Order.
4.2 Invoicing & Payment. Except as set forth in Section 2.1, fees for the Subscription Services will be invoiced annually in advance and otherwise in accordance with the Order. All amounts are due and payable thirty (30) days from the invoice date. All payments made under this Agreement will be in United States dollars.
4.3 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
4.4 Taxes. Unless explicitly set forth otherwise, Fees set forth in an Order or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Apttus is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice. Customer is responsible for paying all Taxes, excluding only taxes based on Apttus’ income and personal property. If Apttus has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Apttus with a valid tax exemption certificate authorized by the appropriate taxing authority. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Apttus of such location(s) if different than Customer’s business address listed in the applicable Order.
4.5 Suspension of Subscription Services. If Customer's account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Apttus reserves the right to suspend the Subscription Services, without liability to Customer, until such amounts are paid in full.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Apttus utilizes (A) the Apttus.com name, the Apttus.com logo, the Apttus.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Apttus Technology"); and (ii) that the Apttus Technology is covered by intellectual property rights owned or licensed by Apttus (collectively, "Apttus IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Apttus Technology or Apttus IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Apttus Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including Apttus database field, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Apttus Technology to build or support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
5.3 Customer Data. As between Apttus and Customer, all Customer Data is owned by Customer. Customer Data is considered Confidential Information and shall be used solely as expressly permitted in the Agreement.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Orders hereunder), the Customer Data, the Subscription Services, the Apttus Technology, business plans, technology and technical information, screen and product designs, interoperability of the Subscription Services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7. Warranties; Warranty Remedies; Warranties Disclaimer.
7.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. Apttus represents and warrants that the Subscription Services will (i) be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (ii) perform in all material respects in accordance with the Apttus online user guide for the Subscription Services, accessible via the Apttus Customer Success Portal, as updated from time to time.
7.2 Warranty Remedies. Customer will notify Apttus of any warranty deficiencies under Section 7.1 within 30 days of the performance of the relevant Subscription Services, and Customer's exclusive remedy will be the re-performance of the deficient Subscription Services. If Apttus cannot re-perform such deficient Subscription Services as warranted, Customer will be entitled to terminate the deficient Subscription Services under Section 10.5 above and recover a pro-rata portion of the fees paid to Apttus for such deficient Subscription Services, and such refund will be Customer’s sole remedy and Apttus’ entire liability.
7.3 Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 ABOVE AND IN THE SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, APTTUS AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. APTTUS DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. APTTUS DOES NOT WARRANT UNINTERRUPTED OR ERROR- FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT APTTUS WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. APTTUS DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
8. Mutual Indemnification.
8.1 Indemnification by Apttus. Subject to this Agreement, Apttus will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Subscription Services as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Apttus in a monetary settlement of such Claim. Apttus’ obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Apttus products or services; or (III) any use of the Subscription Services not in compliance with this Agreement. In the event of a Claim, Apttus may, in its discretion and at no cost to Customer (A) modify the Subscription Services so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Subscription Services in accordance with this Agreement, or (C) terminate the subscription for the infringing Subscription Services and refund to Customer any prepaid fees for the remainder of the Subscription Term.
8.2 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any Claim made or brought against Apttus by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Apttus products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
8.3 Procedure. As a condition to the indemnifying party’s obligations under this Section 8, the party seeking indemnification must (a) promptly gives written notice of the Claim to the indemnifying party; (b) gives the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provides to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance. Notwithstanding the foregoing, the indemnified party will have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at the indemnified party’s expense.
9. Limitation of Liability.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM SECTION 8 (MUTUAL INDEMNIFICATION) AND FOR CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Exclusion of Consequential and Related Damages. NO PARTY WILL HAVE WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date specified in the relevant Order and continue for the Subscription Term specified therein. At the end of the then current Subscription Term, the Subscription Services described in the active Order(s) will auto-renew for a period of three (3) years, unless (i) Customer notifies Apttus at least forty-five (45) days in advance of their intent not to renew; (ii) the Subscription Services are no longer commercially available; or (iii) renewal Order(s) have already been negotiated. The Subscription Services fees for each auto-renew term will increase by five percent (5%) over the prior Subscription Term.
10.3 Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Apttus provided software related to the Subscription Services. This includes managed packages or other software that has been installed in Customer environments.
10.4 Return of Customer Data. Upon request by Customer made within thirty (30) days of the effective date of termination or expiration of this Agreement, Apttus will make available to Customer for download a file of Customer Data in comma separated value (.csv) format. Customer will pay service fees for any data migration activities. After such thirty (30) day period, Apttus will have no obligation to maintain or provide any Customer Data and thereafter may delete all Customer Data in its systems or otherwise in its possession or under its control.
10.5 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, Apttus will refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
10.6 Outstanding Fees. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Apttus prior to the effective date of termination.
10.7 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, 11 and 12.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.3 Notices. Apttus may give general notices for Subscription Services applicable to all customers by means of a notice on the Subscription Services web portal. Specific notices applicable to Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Customer's e-mail address on record in Apttus’ account information. All legal or dispute-related notices will be sent by first class mail or express delivery, if to Apttus, attention Chief Legal Officer, at 1400 Fashion Island Blvd., Suite 100, San Mateo, California 94404, U.S.A., and if to Customer, to Customer's account representative and address on record in Apttus’ account information or such other addresses as either party may designate in writing from time to time.
11.4 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than twenty (20) days, either party may cancel unperformed Subscription Services upon written notice.
11.5 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.7 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.8 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules.
11.9 Venue. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.10 Export Control Laws. The use and delivery of the Subscription Services and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Subscription Services under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
11.11 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Orders executed hereunder, constitute the entire agreement between the parties, and supersede 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. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order executed hereunder, the terms of this Agreement will prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Orders) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
Effective January 31st 2019 to March 7th 2019
DownloadTable of Contents
This Master Subscription Services Agreement (“Agreement”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Apttus”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
YOU MAY NOT ACCESS THE SUBSCRIPTION SERVICES IF YOU ARE AN APTTUS COMPETITOR, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF APTTUS.
If you receive a free trial, the Agreement will also govern your use of the Subscription Services during the trial period. Other Apttus subscription modules are available, subject to separate terms and conditions.
Apttus may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This Master Subscription Services Agreement applies to Customer’s use of the online subscription services, including [associated offline components] related online training and packaged technical support services provided or managed by Apttus (collectively, the “Subscription Services”) that are listed in one or more Apttus subscription-based ordering documents signed by the parties (each, an “Order”). This Master Subscription Services Agreement and all executed Orders, including any addenda and exhibits, are collectively referred to as the “Agreement.” All capitalized terms not defined herein will have the meanings attributed to them in the Order.
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order (the “Subscription Term”), Apttus will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; and (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof. Customer agrees that its purchase of the Subscription Services is not contingent upon the delivery of any future functionality or features, nor is it dependent upon any oral or written public comments made by Apttus with respect to future functionality or features.
1.3 Subscription Services Users. Subject to the limits set forth in the Order, Customer may authorize Customer’s employees and contractors, acting on its behalf, to use the Subscription Services and will supply (or request Apttus to supply) user identifications and passwords for such individuals (“Users”). Customer may increase the number of Users pursuant to an add-on Order(s). Unless otherwise specified in the relevant Order, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Service Level Agreement. Apttus will make the Subscription Services available in accordance with the Apttus Service Level Agreement further described at http://legal.apttus.com/ (“SLA”).
1.5 Technical Support. Apttus will provide trouble handling and break/fix support services in accordance with the level of technical support indicated in the Order, and as further described at: http://legal.apttus.com/.
1.6 Professional Services. If Customer wishes to purchase implementation or other professional services from Apttus relating to the Subscription Services (“Professional Services”), the parties will mutually execute one or more separate Apttus based-statement of work (“SOW”). Any Professional Services to be provided to Customer by Apttus will be governed by the Apttus Professional Services Terms found at: http://legal.apttus.com/. Professional Services are separate and apart from the Subscription Services, and neither party’s obligations in connection with the Subscription Services are dependent in any way on any Professional Services. Training services purchased via Order or SOW will be considered Professional Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Apttus promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Apttus reserves the right to audit Customer’s use of the Subscription Services no more than once each calendar year to ensure compliance with the terms of the Agreement. In the event that Apttus discovers that Customer’s actual usage of the Subscription Services exceeds the amount of Users set forth in the applicable Order, then, without limiting Apttus’ other rights and remedies under this Agreement, Apttus will be entitled to issue an invoice to Customer for such additional Users.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services in accordance with the terms of the Agreement. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Third-Party Providers. Certain third-party providers, some of which may be listed on Apttus' website, offer products and services related to the Subscription Services, including implementation, customization and other consulting services related to customers’ use of the Subscription Services and software, applications (both offline and online), and software-as-a-service offerings that work in conjunction with, or may be integrated with the Subscription Services, such as CRM applications. Apttus is not responsible for, and does not warrant any such third-party providers or any of their products or services, whether or not such products or services are designated by Apttus as "certified," "validated" or otherwise, and Customer will be solely responsible for obtaining any necessary rights or licenses thereto. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any product or service offered by such third-party provider, is solely between Customer and such third-party provider.
3. Security and Data Protection.
3.1 Protection of Customer Data. Apttus has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security, privacy and integrity of Customer Data, as further described in the Data Security Exhibit found at http://legal.apttus.com/. Apttus will not be responsible for loss of data processed, stored or transmitted on systems or networks not owned or operated by Apttus, including the Internet.
3.2 Use of Services Attributes and Anonymized Data. Apttus may collect, use and disclose quantitative and other data related to Customer’s use of the Subscription Services (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. Services Attributes will be considered in the aggregate form only, and will not identify Customer or its Users (“Anonymized Data”). Apttus retains all rights, title and interest in and to Anonymized Data.
4. Fees & Payment.
4.1 Fees. Customer will pay all fees specified in all Orders hereunder. Except as otherwise provided in an Order, all fees are quoted in United States dollars. Except as expressly set forth otherwise in the Agreement (i) fees are based on number of User subscriptions purchased in the relevant Order, and fees will not be prorated if actual usage is less than the number of Users set forth in the relevant Order; and (ii) are non-cancellable and non-refundable. Any fees paid pursuant to an Order will not offset any fees due under any other Order.
4.2 Invoicing & Payment. Except as set forth in Section 2.1, fees for the Subscription Services will be invoiced annually in advance and otherwise in accordance with the Order. All amounts are due and payable thirty (30) days from the invoice date. All payments made under this Agreement will be in United States dollars.
4.3 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
4.4 Taxes. Unless explicitly set forth otherwise, Fees set forth in an Order or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Apttus is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice. Customer is responsible for paying all Taxes, excluding only taxes based on Apttus’ income and personal property. If Apttus has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Apttus with a valid tax exemption certificate authorized by the appropriate taxing authority. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Apttus of such location(s) if different than Customer’s business address listed in the applicable Order.
4.5 Suspension of Subscription Services. If Customer's account is thirty (30) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, Apttus reserves the right to suspend the Subscription Services, without liability to Customer, until such amounts are paid in full.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Apttus utilizes (A) the Apttus.com name, the Apttus.com logo, the Apttus.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Apttus Technology"); and (ii) that the Apttus Technology is covered by intellectual property rights owned or licensed by Apttus (collectively, "Apttus IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Apttus Technology or Apttus IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Apttus Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including Apttus database field, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Apttus Technology to build or support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
5.3 Customer Data. As between Apttus and Customer, all Customer Data is owned by Customer. Customer Data is considered Confidential Information and shall be used solely as expressly permitted in the Agreement.
6. Confidentiality.
6.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Orders hereunder), the Customer Data, the Subscription Services, the Apttus Technology, business plans, technology and technical information, screen and product designs, interoperability of the Subscription Services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
6.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
6.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7. Warranties; Warranty Remedies; Warranties Disclaimer.
7.1 Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. Apttus represents and warrants that the Subscription Services will (i) be provided in a manner consistent with general industry standards reasonably applicable to the provision thereof; and (ii) perform in all material respects in accordance with the Apttus online user guide for the Subscription Services, accessible via the Apttus Customer Success Portal, as updated from time to time.
7.2 Warranty Remedies. Customer will notify Apttus of any warranty deficiencies under Section 7.1 within 30 days of the performance of the relevant Subscription Services, and Customer's exclusive remedy will be the re-performance of the deficient Subscription Services. If Apttus cannot re-perform such deficient Subscription Services as warranted, Customer will be entitled to terminate the deficient Subscription Services under Section 10.5 above and recover a pro-rata portion of the fees paid to Apttus for such deficient Subscription Services, and such refund will be Customer’s sole remedy and Apttus’ entire liability.
7.3 Warranties Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7.1 ABOVE AND IN THE SLA, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, APTTUS AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. APTTUS DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. APTTUS DOES NOT WARRANT UNINTERRUPTED OR ERROR- FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT APTTUS WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. APTTUS DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
8. Mutual Indemnification.
8.1 Indemnification by Apttus. Subject to this Agreement, Apttus will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Subscription Services as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Apttus in a monetary settlement of such Claim. Apttus’ obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Apttus products or services; or (III) any use of the Subscription Services not in compliance with this Agreement. In the event of a Claim, Apttus may, in its discretion and at no cost to Customer (A) modify the Subscription Services so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Subscription Services in accordance with this Agreement, or (C) terminate the subscription for the infringing Subscription Services and refund to Customer any prepaid fees for the remainder of the Subscription Term.
8.2 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any Claim made or brought against Apttus by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Apttus products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
8.3 Procedure. As a condition to the indemnifying party’s obligations under this Section 8, the party seeking indemnification must (a) promptly gives written notice of the Claim to the indemnifying party; (b) gives the indemnifying party sole control of the defense and settlement of the Claim (provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability); and (c) provides to the indemnifying party, at the indemnifying party’s expense, all reasonable assistance. Notwithstanding the foregoing, the indemnified party will have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at the indemnified party’s expense.
9. Limitation of Liability.
9.1 Limitation of Liability. EXCEPT FOR A PARTY’S LIABILITY ARISING FROM SECTION 8 (MUTUAL INDEMNIFICATION) AND FOR CUSTOMER’S PAYMENT OBLIGATIONS, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.
9.2 Exclusion of Consequential and Related Damages. NO PARTY WILL HAVE WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. Term & Termination.
10.1 Term of Agreement. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with this Agreement have expired or been terminated.
10.2 Term of User Subscriptions. User subscriptions commence on the start date specified in the relevant Order and continue for the Subscription Term specified therein. At the end of the then current Subscription Term, the Subscription Services described in the active Order(s) will auto-renew for a period of three (3) years, unless (i) Customer notifies Apttus at least forty-five (45) days in advance of their intent not to renew; (ii) the Subscription Services are no longer commercially available; or (iii) renewal Order(s) have already been negotiated. The Subscription Services fees for each auto-renew term will increase by five percent (5%) over the prior Subscription Term.
10.3 Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Apttus provided software related to the Subscription Services. This includes managed packages or other software that has been installed in Customer environments.
10.4 Return of Customer Data. Upon request by Customer made within thirty (30) days of the effective date of termination or expiration of this Agreement, Apttus will make available to Customer for download a file of Customer Data in comma separated value (.csv) format. Customer will pay service fees for any data migration activities. After such thirty (30) day period, Apttus will have no obligation to maintain or provide any Customer Data and thereafter may delete all Customer Data in its systems or otherwise in its possession or under its control.
10.5 Termination for Cause. A party may terminate this Agreement for cause: (i) upon thirty (30) days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, Apttus will refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
10.6 Outstanding Fees. Termination will not relieve Customer of the obligation to pay any fees accrued or payable to Apttus prior to the effective date of termination.
10.7 Surviving Provisions. The following provisions will survive any termination or expiration of this Agreement: Sections 5, 6, 7, 8, 9, 10, 11 and 12.
11. General Provisions.
11.1 Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
11.2 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
11.3 Notices. Apttus may give general notices for Subscription Services applicable to all customers by means of a notice on the Subscription Services web portal. Specific notices applicable to Users of the Subscription Services, technical support, system security and other account notices will be given by electronic mail to Customer's e-mail address on record in Apttus’ account information. All legal or dispute-related notices will be sent by first class mail or express delivery, if to Apttus, attention Chief Legal Officer, at 1400 Fashion Island Blvd., Suite 100, San Mateo, California 94404, U.S.A., and if to Customer, to Customer's account representative and address on record in Apttus’ account information or such other addresses as either party may designate in writing from time to time.
11.4 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than twenty (20) days, either party may cancel unperformed Subscription Services upon written notice.
11.5 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
11.6 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.7 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Agreement) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section will be void and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
11.8 Governing Law. This Agreement will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules.
11.9 Venue. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
11.10 Export Control Laws. The use and delivery of the Subscription Services and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Subscription Services under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
11.11 Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Orders executed hereunder, constitute the entire agreement between the parties, and supersede 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. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order executed hereunder, the terms of this Agreement will prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Orders) will be incorporated into or form any part of this Agreement, and all such terms or conditions will be null and void.
Effective July 7th 2017 to January 31st 2019
DownloadTable of Contents
These APTTUS Terms of Use (“Terms” or “Agreement”), including any applicable Addendums, Annexes, Exhibits, etc., constitute a legal agreement between you or your employer or other entity on whose behalf you enter into this Agreement (the “Customer”) and APTTUS Corporation (“APTTUS”).
YOU MUST READ AND AGREE TO THESE TERMS PRIOR TO DOWNLOADING AND/OR USING THE SERVICE. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER FORM, OR DOWNLOADING, INSTALLING AND/OR USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
YOU MAY NOT ACCESS THE SERVICE IF YOU ARE AN APTTUS COMPETITOR, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF APTTUS.
If you register for a Free Trial, the Terms will also govern your use of the Service during the trial period. Other APTTUS subscription modules are available, subject to separate terms and conditions.
APTTUS may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
1.1. “Affiliate” means any legal entity in which Customer, directly or indirectly controls more than 50% of the voting rights or shares. Any such legal entity shall be considered an Affiliate for only such time as such interest is maintained.
1.2. “APTTUS Database Field” refers to and means a designated storage area within the Service
1.3. “Customer Data” means all electronic data or information submitted by Customer to the Service.
1.4. “Effective Date” means the date that Customer signs the applicable Order Form.
1.5. “Free Trial” means a no-cost trial or evaluation of the Service for which Customer may register with APTTUS via Order Form or through an application marketplace . Additional terms and conditions applicable to a Free Trial may appear on the trial registration web page, which are incorporated into this Agreement by reference and are legally binding.
1.6. “Order Form” means the ordering documents (including those associated with online commerce) representing a purchase of the Service that are executed hereunder and that specify, among other things, the number of subscriptions ordered, the Subscription Term, applicable fees, and applicable level of Technical Support.
1.7. “Purchased Service” means Service that Customer purchases under an Order Form, as distinguished from that provided pursuant to a Free Trial.
1.8. “Service” means the online, Web-based service, including associated offline components, provided or managed by APTTUS under an Order Form pursuant to a Free Trial or a Purchased Service.
1.9. “Service Attributes” means Service usage data related to Customer’s account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.
1.10. “Subscription Term” means the period of time between the applicable Subscription Start Date and Subscription End Date as set forth in an Order Form. The Subscription Term for Free Trials is the earlier of (a) 30 days from the date of Service installation, or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service.
1.11. “Technical Support” means the trouble handling and break/fix support services provided by APTTUS, as such services are further described at: http://legal.apttus.com/legal.html#apttus-technical-support.
1.12. “User Guide” means the online user guide for the Service, accessible via the APTTUS Customer Success Portal, as updated from time to time.
1.13. “Users” means Customer’s and its Affiliates employees, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by APTTUS at Customer’s request).
1.14. “X-Author” means an APTTUS offering that, if purchased by Customer, is part of the Service and enables Users to add and update CRM records from certain spreadsheet applications.
2. Service.
2.1. Provision of Service. APTTUS shall make the Service available to Customer pursuant to the terms and conditions set forth in this Agreement and all Order Forms executed hereunder. During the term of this Agreement, (i) the Service shall perform in accordance with the User Guide, and (ii) the functionality of the Service will not be decreased from that available as of the Effective Date. Customer agrees that its purchase of subscriptions is not contingent upon the delivery of any future functionality or features nor is it dependent upon any oral or written public comments made by APTTUS with respect to future functionality or features.
2.2. Additional Users. Additional User licenses may be provisioned subject to execution of add on Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions shall be coterminous with the expiration of the then current Subscription Term.
2.3. Minimum System Requirements and Third Party Components. Customer recognizes and agrees that in order to utilize the Service (i) certain minimum system requirements exist; and (ii) certain other third-party software or applications (e.g. CRM application) may need to be acquired and/or licensed directly by Customer or from APTTUS. APTTUS is not responsible for, nor does it warrant the performance of such third-party components.
2.4 Service Level Agreement. APTTUS warrants the availability of the Service in accordance with the Service Level Agreement further described at: http://legal.apttus.com/legal.html#apttus-service-level-agreement ("SLA").
2.5 Professional Services. Any professional services to be provided to Customer by APTTUS will be governed by the APTTUS Professional Services Delivery Terms, which are found at: http://legal.apttus.com/legal.html#apttus-professional-services-terms-of-use.
2.6 Free Trial. Free Trials may only be installed in sandbox environments and used solely for evaluation purposes and not for the maintenance or processing of any data on which Customer would typically rely in a production capable environment. Customer Data, and any customizations made to the Service by or for Customer during a Free Trial will be lost at the end of the Free Trial. Customer engages in a Free Trial at its discretion. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (I) APTTUS DISCLAIMS ANY LIABILITY FOR ISSUES THAT MAY ARISE DURING OR AS A RESULT OF CUSTOMER’S USE OF THE SERVICE DURING A FREE TRIAL, and (ii) either party may terminate a Free Trial at any time with or without cause, immediately upon notice to the other party. The parties may extend the Subscription End Date set forth in the respective Free Trial Order Form upon mutual written agreement (email being sufficient).
3. Use of the Service.
3.1. APTTUS Responsibilities. APTTUS shall use commercially reasonable efforts to make the Service generally available 24 hours a day, 7 days a week, as further set forth and described in the SLA. As part of the Service, APTTUS agrees to provide Customer with Technical Support consistent with such support level purchased by Customer. Standard Technical Support is included in Customer's subscriptions at no additional charge.
3.2. Customer Responsibilities. Customer is responsible for all activities that occur under Customer’s User accounts. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify APTTUS promptly of any such unauthorized use; and (iii) comply with all applicable local, state, federal, and foreign laws in using the Service.
3.3. Use Guidelines. Customer shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Agreement; (ii) knowingly send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) knowingly send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) knowingly send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (vi) attempt to gain unauthorized access to the Service or its related systems or networks: or (vii) use the Service in excess of the licensed quantity as set forth in the applicable Order Form. User subscriptions are for named Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who have terminated an employment or some other prior relationship with Customer, or no longer require ongoing use of the Service. At all times Customer remains responsible for Affiliates’ use of the Service and related User Guide. A breach of the Agreement by a Customer Affiliate shall be considered a breach by Customer hereunder.
3.4. Third-Party Providers. Certain third-party providers, some of which may be listed on pages within APTTUS’ website, offer products and services related to the Service, including implementation, customization and other consulting services related to customers’ use of the Service and applications (both offline and online) that work in conjunction with the Service, such as by exchanging data with the Service or by offering additional functionality within the user interface of the Service through use of the Service’s application programming interface. APTTUS does not warrant any such third-party providers or any of their products or services, whether or not such products or services are designated by APTTUS as “certified,” “validated” or otherwise. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any product or service offered by such third-party provider, is solely between Customer and such third-party provider.
4.Security and Data Privacy.
4.1. Protection of Customer Data. APTTUS has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security, privacy and integrity of Customer Data. APTTUS shall not be responsible for loss of data transmitted on networks not owned or operated by APTTUS, including the Internet.
4.2. Use of Service Attributes and Anonymized Data. APTTUS may process, use and share certain Service Attributes for internal business purposes, for example, to support proper functioning of the Service, to provide Customer with support services and to investigate fraud, abuse or violations of this Agreement. APTTUS may also process, share, reproduce, or otherwise use Service Attributes and Customer Data in the form of Anonymized Data in any way, in APTTUS’ sole discretion. “Anonymized Data” means Service Attributes and/or Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users or customers.
5. Fees & Payment.
5.1. User Fees. Customer shall pay all fees specified in all executed Order Forms hereunder. Except as otherwise provided, all fees are quoted in United States dollars. Fees are based on the number of User subscriptions purchased in the relevant Order Form, not the extent of actual usage. Except as otherwise provided, fees are non-refundable, and the number of subscriptions purchased cannot be decreased during the relevant Subscription Term stated on the Order Form.
5.2. Invoicing & Payment. License fees for the term of the Service will be invoiced annually in advance and otherwise in accordance with the terms set forth in the relevant Order Form. Unless otherwise stated in the Order Form, charges are due net 30 days from the invoice date. Unless otherwise stated in the Order Form, all payments made under this Agreement shall be in United States dollars. Invoices submitted via email should be sent in individual attachments (one invoice per attachment) in either PDF or TIFF formats to an email address provided by Customer.
5.3. Overdue Payments. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at APTTUS’ discretion, late charges at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
5.4. Suspension of Service. If Customer’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, APTTUS reserves the right to suspend the Service provided to Customer, without liability to Customer, until such amounts are paid in full.
5.5 Taxes. Unless otherwise stated, APTTUS’ fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes“). Customer is responsible for paying all Taxes, excluding only taxes based on APTTUS’ income. If APTTUS has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides APTTUS with a valid tax exemption certificate authorized by the appropriate taxing authority.
6. Proprietary Rights.
6.1.Reservation of Rights. Customer acknowledges (a) that in providing the Service, APTTUS utilizes (i) the apttus.com name, the apttus.com logo, the apttus.com domain name, the product and service names associated with the Service, and other trademarks and service marks; (ii) certain audio and visual information, documents, software and other works of authorship; and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, “APTTUS Technology“) and (b) that the APTTUS Technology is covered by intellectual property rights owned or licensed by APTTUS (collectively, “APTTUS IP Rights“). Other than as expressly set forth in this Agreement, no license or other rights in or to the APTTUS Technology or APTTUS IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
6.2. License Grant. APTTUS grants Customer and its Users a worldwide, non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement), non-sublicenseable right to access and use the Service for its internal business purposes and otherwise in accordance with the terms of this Agreement. APTTUS reserves the right, with reasonable notice to Customer, to audit Customer’s use of the Service no more than once each calendar year to ensure compliance with the terms of the Agreement.
6.3. Restrictions. Customer shall not (i) modify, copy or create derivative works based on the Service or APTTUS Technology; (ii) allow non-Users to access information contained inside an APTTUS Database Field without sufficient APTTUS licenses; (iii) access the Service via any sort of ‘bot’ or ‘script’; or (iv) disassemble, reverse engineer, or decompile the Service or APTTUS Technology, or access it in order to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, functions or graphics of the Service, or (C) copy any ideas, features, functions or graphics of the Service.
6.4. Customer Data. As between APTTUS and Customer, all Customer Data is owned exclusively by Customer. Customer Data shall be considered Confidential Information subject to the terms of this Agreement.
7. Confidentiality.
7.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party“) disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Service, the APTTUS Technology, business and marketing plans, technology and technical information, screen and product designs interoperability of the Service with third-party products and software, and business processes. Confidential Information (except for Customer Data) shall 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
7.2. Non-Disclosure and Use Restrictions. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.
7.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party shall, except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information. The Receiving Party shall be responsible for any use or disclosure of Confidential Information by any of its, and its Affiliates’, employees, contractors and/or agents.
7.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
7.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
8. Warranties & Disclaimers.
8.1. Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. APTTUS represents and warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) it owns or otherwise has sufficient rights to the Service and the APTTUS Technology to grant the rights and licenses granted herein; and (iii) the Service and APTTUS Technology do not infringe any intellectual property rights of any third party.
8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, APTTUS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. APTTUS HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Mutual Indemnification.
9.1. Indemnification by APTTUS. Subject to this Agreement, APTTUS shall (a) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder infringes the intellectual property rights of a third party, and (b) pay (i) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (ii) those damages agreed to by APTTUS in a monetary settlement of such Claim; provided, that Customer (a) promptly gives written notice of the Claim to APTTUS; (b) gives APTTUS sole control of the defense and settlement of the Claim (provided that APTTUS may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and (c) provides to APTTUS, at APTTUS’ cost, all reasonable assistance. Customer will have the right to participate in the defense, including retention of and/or advice of separate counsel, at its own expense.
9.2. Indemnification by Customer. Subject to this Agreement, Customer shall (a) defend, or at its option settle, any Claim made or brought against APTTUS by a third party alleging that the Customer Data or Customer’s unlawful use of the Service (as opposed to the Service itself) infringes the intellectual property rights of, or has otherwise harmed, a third party and (b) pay (i) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (ii) those damages agreed to by Customer in a monetary settlement of such Claim; provided, that APTTUS (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases APTTUS of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance. APTTUS will have the right to participate in the defense, including retention of and/or advice of separate counsel, at its own expense.
10. Limitation of Liability.
10.1. Limitation of Liability. EXCEPT FOR A VIOLATION OF SECTION 5 (FEES AND PAYMENTS), SECTION 6 (PROPRIETARY RIGHTS), SECTION 7 (CONFIDENTIALITY), OR LIABILITY ARISING FROM SECTION 9 (MUTUAL INDEMNIFICATION), NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
10.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
11. Term & Termination.
11.1. Term of Agreement. This Agreement commences on the Effective Date and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated.
11.2. Term of User Subscriptions. User subscriptions commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified therein. At the end of the initial Subscription Term, the Service(s) described in the active Order Form(s) will auto-renew for a period of 3 years, unless (i) Customer notifies APTTUS at least forty-five (45) days in advance of their intent not to renew; or (ii) renewal Order Form(s) have already been negotiated. The Subscription fees for the auto-renew term will increase by 5% over prior Subscription Term.
11.3. Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete, from all Customer desktop, mobile, server, web and other environments, any APTTUS provided software related to the Service. This includes managed packages or other software that has been installed in Customer environments.
11.4. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, APTTUS shall refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
11.5. Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to APTTUS prior to the effective date of termination.
11.6. Return of Customer Data. Upon request by Customer made within 30 days of the effective date of termination, APTTUS will make available to Customer for download a file of Customer Data in comma separated value (.csv) format at no charge. Customer shall pay service fees for any additional data migration activities. After such 30-day period, APTTUS shall have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.
11.7. Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 5, 6 (excluding Section 6.2), 7, 8, 9, 10, 11 and 12.
12. General Provisions.
12.1. Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.2. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
12.3. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email.
12.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
12.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.6. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.7. Attorneys’ Fees. In any legal action or proceeding arising from, related to, or brought to enforce, construe, interpret, rescind or cancel this Agreement or any of its provisions (including any Order Forms executed hereunder), the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees and costs incurred in connection with such action or proceeding, in addition to any other relief to which it may be entitled.
12.8. Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules.
12.9. Venue. The state and federal courts located in San Francisco County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
12.10. Export Control Laws. The license and delivery of the Service and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party shall comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Service under a United States distribution license and restrictions on reexport or use to facilitate transactions with embargoed individuals or companies must be complied with.
12.11. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms executed hereunder, constitute the entire agreement between the parties, and supersede 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 shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order Form executed hereunder, the terms of this Agreement shall prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order Form that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. Installation and/or use of third party software applications may require the User to accept certain “click-through” terms. Such terms flow directly between the User and such third party.
Effective July 7th 2017 to July 7th 2017
DownloadSummary of changes
capitalization of APTTUS; general clean-up; removal of XA provisions
Table of Contents
These APTTUS Terms of Use (“Terms” or “Agreement”), including any applicable Addendums, Annexes, Exhibits, etc., constitute a legal agreement between you or your employer or other entity on whose behalf you enter into this Agreement (the “Customer”) and APTTUS Corporation (“APTTUS”).
YOU MUST READ AND AGREE TO THESE TERMS PRIOR TO DOWNLOADING AND/OR USING THE SERVICE. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER FORM, OR DOWNLOADING, INSTALLING AND/OR USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
YOU MAY NOT ACCESS THE SERVICE IF YOU ARE AN APTTUS COMPETITOR, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF APTTUS.
If you register for a Free Trial, the Terms will also govern your use of the Service during the trial period. Other APTTUS subscription modules are available, subject to separate terms and conditions.
APTTUS may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
1.1. “Affiliate” means any legal entity in which Customer, directly or indirectly controls more than 50% of the voting rights or shares. Any such legal entity shall be considered an Affiliate for only such time as such interest is maintained.
1.2. “APTTUS Database Field” refers to and means a designated storage area within the Service
1.3. “Customer Data” means all electronic data or information submitted by Customer to the Service.
1.4. “Effective Date” means the date that Customer signs the applicable Order Form.
1.5. “Free Trial” means a no-cost trial or evaluation of the Service for which Customer may register with APTTUS via Order Form or through an application marketplace . Additional terms and conditions applicable to a Free Trial may appear on the trial registration web page, which are incorporated into this Agreement by reference and are legally binding.
1.6. “Order Form” means the ordering documents (including those associated with online commerce) representing a purchase of the Service that are executed hereunder and that specify, among other things, the number of subscriptions ordered, the Subscription Term, applicable fees, and applicable level of Technical Support.
1.7. “Purchased Service” means Service that Customer purchases under an Order Form, as distinguished from that provided pursuant to a Free Trial.
1.8. “Service” means the online, Web-based service, including associated offline components, provided or managed by APTTUS under an Order Form pursuant to a Free Trial or a Purchased Service.
1.9. “Service Attributes” means Service usage data related to Customer’s account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.
1.10. “Subscription Term” means the period of time between the applicable Subscription Start Date and Subscription End Date as set forth in an Order Form. The Subscription Term for Free Trials is the earlier of (a) 30 days from the date of Service installation, or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service.
1.11. “Technical Support” means the trouble handling and break/fix support services provided by APTTUS, as such services are further described at: http://legal.apttus.com/legal.html#apttus-technical-support.
1.12. “User Guide” means the online user guide for the Service, accessible via the APTTUS Customer Success Portal, as updated from time to time.
1.13. “Users” means Customer’s and its Affiliates employees, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by APTTUS at Customer’s request).
1.14. “X-Author” means an APTTUS offering that, if purchased by Customer, is part of the Service and enables Users to add and update CRM records from certain spreadsheet applications.
2. Service.
2.1. Provision of Service. APTTUS shall make the Service available to Customer pursuant to the terms and conditions set forth in this Agreement and all Order Forms executed hereunder. During the term of this Agreement, (i) the Service shall perform in accordance with the User Guide, and (ii) the functionality of the Service will not be decreased from that available as of the Effective Date. Customer agrees that its purchase of subscriptions is not contingent upon the delivery of any future functionality or features nor is it dependent upon any oral or written public comments made by APTTUS with respect to future functionality or features.
2.2. Additional Users. Additional User licenses may be provisioned subject to execution of add on Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions shall be coterminous with the expiration of the then current Subscription Term.
2.3. Minimum System Requirements and Third Party Components. Customer recognizes and agrees that in order to utilize the Service (i) certain minimum system requirements exist; and (ii) certain other third-party software or applications (e.g. CRM application) may need to be acquired and/or licensed directly by Customer or from APTTUS. APTTUS is not responsible for, nor does it warrant the performance of such third-party components.
2.4 Service Level Agreement. APTTUS warrants the availability of the Service in accordance with the Service Level Agreement further described at: http://legal.apttus.com/legal.html#apttus-service-level-agreement ("SLA").
2.5 Professional Services. Any professional services to be provided to Customer by APTTUS will be governed by the APTTUS Professional Services Terms of Use, which are found at: http://legal.apttus.com/legal.html#apttus-professional-services-terms-of-use.
2.6 Free Trial. Free Trials may only be installed in sandbox environments and used solely for evaluation purposes and not for the maintenance or processing of any data on which Customer would typically rely in a production capable environment. Customer Data, and any customizations made to the Service by or for Customer during a Free Trial will be lost at the end of the Free Trial. Customer engages in a Free Trial at its discretion. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (I) APTTUS DISCLAIMS ANY LIABILITY FOR ISSUES THAT MAY ARISE DURING OR AS A RESULT OF CUSTOMER’S USE OF THE SERVICE DURING A FREE TRIAL, and (ii) either party may terminate a Free Trial at any time with or without cause, immediately upon notice
to the other party. The parties may extend the Subscription End Date set forth in
the respective Free Trial Order Form upon mutual written agreement (email being
sufficient).
3. Use of the Service.
3.1. APTTUS Responsibilities. APTTUS shall use commercially reasonable efforts to make the Service generally available 24 hours a day, 7 days a week, as further set forth and described in the SLA. As part of the Service, APTTUS agrees to provide Customer with Technical Support consistent with such support level purchased by Customer. Standard Technical Support is included in Customer's subscriptions at no additional charge.
3.2. Customer Responsibilities. Customer is responsible for all activities that occur under Customer’s User accounts. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify APTTUS promptly of any such unauthorized use; and (iii) comply with all applicable local, state, federal, and foreign laws in using the Service.
3.3. Use Guidelines. Customer shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Agreement; (ii) knowingly send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) knowingly send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) knowingly send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (vi) attempt to gain unauthorized access to the Service or its related systems or networks: or (vii) use the Service in excess of the licensed quantity as set forth in the applicable Order Form. User subscriptions are for named Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who have terminated an employment or some other prior relationship with Customer, or no longer require ongoing use of the Service. At all times Customer remains responsible for Affiliates’ use of the Service and related User Guide. A breach of the Agreement by a Customer Affiliate shall be considered a breach by Customer hereunder.
3.4. Third-Party Providers. Certain third-party providers, some of which may be listed on pages within APTTUS’ website, offer products and services related to the Service, including implementation, customization and other consulting services related to customers’ use of the Service and applications (both offline and online) that work in conjunction with the Service, such as by exchanging data with the Service or by offering additional functionality within the user interface of the Service through use of the Service’s application programming interface. APTTUS does not warrant any such third-party providers or any of their products or services, whether or not such products or services are designated by APTTUS as “certified,” “validated” or otherwise. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any product or service offered by such third-party provider, is solely between Customer and such third-party provider.
4.Security and Data Privacy.
4.1. Protection of Customer Data. APTTUS has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security, privacy and integrity of Customer Data. APTTUS shall not be responsible for loss of data transmitted on networks not owned or operated by APTTUS, including the Internet.
4.2. Use of Service Attributes and Anonymized Data. APTTUS may process, use and share certain Service Attributes for internal business purposes, for example, to support proper functioning of the Service, to provide Customer with support services and to investigate fraud, abuse or violations of this Agreement. APTTUS may also process, share, reproduce, or otherwise use Service Attributes and Customer Data in the form of Anonymized Data in any way, in APTTUS’ sole discretion. “Anonymized Data” means Service Attributes and/or Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users or customers.
5. Fees & Payment.
5.1. User Fees. Customer shall pay all fees specified in all executed Order Forms hereunder. Except as otherwise provided, all fees are quoted in United States dollars. Fees are based on the number of User subscriptions purchased in the relevant Order Form, not the extent of actual usage. Except as otherwise provided, fees are non-refundable, and the number of subscriptions purchased cannot be decreased during the relevant Subscription Term stated on the Order Form.
5.2. Invoicing & Payment. License fees for the term of the Service will be invoiced annually in advance and otherwise in accordance with the terms set forth in the relevant Order Form. Unless otherwise stated in the Order Form, charges are due net 30 days from the invoice date. Unless otherwise stated in the Order Form, all payments made under this Agreement shall be in United States dollars. Invoices submitted via email should be sent in individual attachments (one invoice per attachment) in either PDF or TIFF formats to an email address provided by Customer.
5.3. Overdue Payments. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at APTTUS’ discretion, late charges at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
5.4. Suspension of Service. If Customer’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, APTTUS reserves the right to suspend the Service provided to Customer, without liability to Customer, until such amounts are paid in full.
5.5 Taxes. Unless otherwise stated, APTTUS’ fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes“). Customer is responsible for paying all Taxes, excluding only taxes based on APTTUS’ income. If APTTUS has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides APTTUS with a valid tax exemption certificate authorized by the appropriate taxing authority.
6. Proprietary Rights.
6.1.Reservation of Rights. Customer acknowledges (a) that in providing the Service, APTTUS utilizes (i) the apttus.com name, the apttus.com logo, the apttus.com domain name, the product and service names associated with the Service, and other trademarks and service marks; (ii) certain audio and visual information, documents, software and other works of authorship; and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, “APTTUS Technology“) and (b) that the APTTUS Technology is covered by intellectual property rights owned or licensed by APTTUS (collectively, “APTTUS IP Rights“). Other than as expressly set forth in this Agreement, no license or other rights in or to the APTTUS Technology or APTTUS IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
6.2. License Grant. APTTUS grants Customer and its Users a worldwide, non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement), non-sublicenseable right to access and use the Service for its internal business purposes and otherwise in accordance with the terms of this Agreement. APTTUS reserves the right, with reasonable notice to Customer, to audit Customer’s use of the Service no more than once each calendar year to ensure compliance with the terms of the Agreement.
6.3. Restrictions. Customer shall not (i) modify, copy or create derivative works based on the Service or APTTUS Technology; (ii) allow non-Users to access information contained inside an APTTUS Database Field without sufficient APTTUS licenses; (iii) access the Service via any sort of ‘bot’ or ‘script’; or (iv) disassemble, reverse engineer, or decompile the Service or APTTUS Technology, or access it in order to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, functions or graphics of the Service, or (C) copy any ideas, features, functions or graphics of the Service.
6.4. Customer Data. As between APTTUS and Customer, all Customer Data is owned exclusively by Customer. Customer Data shall be considered Confidential Information subject to the terms of this Agreement.
7. Confidentiality.
7.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party“) disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Service, the APTTUS Technology, business and marketing plans, technology and technical information, screen and product designs interoperability of the Service with third-party products and software, and business processes. Confidential Information (except for Customer Data) shall 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
7.2. Non-Disclosure and Use Restrictions. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.
7.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party shall, except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information. The Receiving Party shall be responsible for any use or disclosure of Confidential Information by any of its, and its Affiliates’, employees, contractors and/or agents.
7.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
7.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
8. Warranties & Disclaimers.
8.1. Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. APTTUS represents and warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) it owns or otherwise has sufficient rights to the Service and the APTTUS Technology to grant the rights and licenses granted herein; and (iii) the Service and APTTUS Technology do not infringe any intellectual property rights of any third party.
8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, APTTUS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. APTTUS HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Mutual Indemnification.
9.1. Indemnification by APTTUS. Subject to this Agreement, APTTUS shall (a) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder infringes the intellectual property rights of a third party, and (b) pay (i) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (ii) those damages agreed to by APTTUS in a monetary settlement of such Claim; provided, that Customer (a) promptly gives written notice of the Claim to APTTUS; (b) gives APTTUS sole control of the defense and settlement of the Claim (provided that APTTUS may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and (c) provides to APTTUS, at APTTUS’ cost, all reasonable assistance. Customer will have the right to participate in the defense, including retention of and/or advice of separate counsel, at its own expense.
9.2. Indemnification by Customer. Subject to this Agreement, Customer shall (a) defend, or at its option settle, any Claim made or brought against APTTUS by a third party alleging that the Customer Data or Customer’s unlawful use of the Service (as opposed to the Service itself) infringes the intellectual property rights of, or has otherwise harmed, a third party and (b) pay (i) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (ii) those damages agreed to by Customer in a monetary settlement of such Claim; provided, that APTTUS (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases APTTUS of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance. APTTUS will have the right to participate in the defense, including retention of and/or advice of separate counsel, at its own expense.
10. Limitation of Liability.
10.1. Limitation of Liability. EXCEPT FOR A VIOLATION OF SECTION 5 (FEES AND PAYMENTS), SECTION 6 (PROPRIETARY RIGHTS), SECTION 7 (CONFIDENTIALITY), OR LIABILITY ARISING FROM SECTION 9 (MUTUAL INDEMNIFICATION), NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
10.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
11. Term & Termination.
11.1. Term of Agreement. This Agreement commences on the Effective Date and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated.
11.2. Term of User Subscriptions. User subscriptions commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified therein. At the end of the initial Subscription Term, the Service(s) described in the active Order Form(s) will auto-renew for a period of 3 years, unless (i) Customer notifies APTTUS at least forty-five (45) days in advance of their intent not to renew; or (ii) renewal Order Form(s) have already been negotiated. The Subscription fees for the auto-renew term will increase by 5% over prior Subscription Term.
11.3. Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete, from all Customer desktop, mobile, server, web and other environments, any APTTUS provided software related to the Service. This includes managed packages or other software that has been installed in Customer environments.
11.4. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, APTTUS shall refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
11.5. Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to APTTUS prior to the effective date of termination.
11.6. Return of
Customer Data. Upon request by Customer made within 30 days
of the effective date of termination, APTTUS will make available to Customer
for download a file of Customer Data in comma separated value (.csv) format at
no charge. Customer shall pay service fees for any additional data migration
activities. After such 30-day period, APTTUS shall have no obligation to
maintain or provide any Customer Data and shall thereafter, unless legally
prohibited, delete all Customer Data in its systems or otherwise in its
possession or under its control.
11.7. Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 5, 6 (excluding Section 6.2), 7, 8, 9, 10, 11 and 12.
12. General Provisions.
12.1. Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.2. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
12.3. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email.
12.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
12.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.6. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.7. Attorneys’ Fees. In any legal action or proceeding arising from, related to, or brought to enforce, construe, interpret, rescind or cancel this Agreement or any of its provisions (including any Order Forms executed hereunder), the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees and costs incurred in connection with such action or proceeding, in addition to any other relief to which it may be entitled.
12.8. Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules.
12.9. Venue. The state and federal courts located in San Francisco County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
12.10. Export Control Laws. The license and delivery of the Service and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party shall comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement. Customer understands that it will receive the Service under a United States distribution license and restrictions on reexport or use to facilitate transactions with embargoed individuals or companies must be complied with.
12.11. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms executed hereunder, constitute the entire agreement between the parties, and supersede 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 shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order Form executed hereunder, the terms of this Agreement shall prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order Form that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. Installation and/or use of third party software applications may require the User to accept certain “click-through” terms. Such terms flow directly between the User and such third party.
Effective February 9th 2017 to July 7th 2017
DownloadTable of Contents
These APTTUS Terms of Use (“Terms” or “Agreement”), including any applicable Addendums, Annexes, Exhibits, etc., constitute a legal agreement between you or your employer or other entity on whose behalf you enter into this Agreement (the “Customer”) and Apttus Corporation (“APTTUS”).
YOU MUST READ AND AGREE TO THESE TERMS PRIOR TO DOWNLOADING AND/OR USING THE SERVICE. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER FORM, OR DOWNLOADING, INSTALLING AND/OR USING THE SERVICE, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
YOU MAY NOT ACCESS THE SERVICE IF YOU ARE AN APTTUS COMPETITOR, EXCEPT WITH THE PRIOR WRITTEN CONSENT OF APTTUS.
If you register for a Free Trial, the Terms will also govern your use of the Service during the trial period. Other Apttus subscription modules are available, subject to separate terms and conditions.
APTTUS may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
1.1. “Affiliate” means any legal entity in which Customer, directly or indirectly controls more than 50% of the voting rights or shares. Any such legal entity shall be considered an Affiliate for only such time as such interest is maintained.
1.2. “APTTUS Database Field” refers to and means a designated storage area within the Service
1.3. “Customer Data” means all electronic data or information submitted by Customer to the Service.
1.4. “Effective Date” means the date that Customer signed the applicable Order Form.
1.5. “Free Trial” means a no-cost trial or evaluation of the Service for which Customer may register with APTTUS via Order Form or through any relevant application marketplace (such as Salesforce.com AppExchange, https://appexchange.salesforce.com/). Additional terms and conditions applicable to a Free Trial may appear on the trial registration web page, which are incorporated into this Agreement by reference and are legally binding.
1.6. “Order Form” means the ordering documents (including those associated with online commerce) representing a purchase of the Service that are executed hereunder and that specify, among other things, the number of subscriptions ordered, the Subscription Term, applicable fees, and applicable level of Technical Support.
1.7. “Purchased Service” means Service that Customer purchases under an Order Form, as distinguished from that provided pursuant to a Free Trial.
1.8. “Service” means the online, Web-based service, including associated offline components, provided or managed by APTTUS under an Order Form pursuant to a Free Trial or a Purchased Service.
1.9. “Service Attributes” means Service usage data related to Customer’s account, such as resource identifiers, metadata tags, security and access roles, rules, usage policies, permissions, usage statistics and analytics.
1.10. “Subscription Term” means the period of time between the applicable Subscription Start Date and Subscription End Date as set forth in an Order Form. The Subscription Term for Free Trials is the earlier of (a) 30 days from the date of Service installation, or (b) the start date of any Purchased Service subscriptions ordered by Customer for such Service.
1.11. “Technical Support” means the trouble handling and break/fix support services provided by APTTUS, as such services are further described at: http://legal.apttus.com/legal.html#apttus-technical-support.
1.12. “User Guide” means the online user guide for the Service, accessible via the APTTUS Customer Success Portal, as updated from time to time.
1.13. “Users” means Customer’s and its Affiliates employees, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by Customer (or by APTTUS at Customer’s request).
1.14. “X-Author” means an APTTUS offering that, if purchased by Customer, is part of the Service and enables Users to add and update CRM records from certain spreadsheet applications.
2. Service.
2.1. Provision of Service. APTTUS shall make the Service available to Customer pursuant to the terms and conditions set forth in this Agreement and all Order Forms executed hereunder. During the term of this Agreement, (i) the Service shall perform in accordance with the User Guide, and (ii) the functionality of the Service will not be decreased from that available as of the Effective Date. Customer agrees that its purchase of subscriptions is not contingent upon the delivery of any future functionality or features nor is it dependent upon any oral or written public comments made by APTTUS with respect to future functionality or features.
2.2. Additional Users. Additional User licenses may be provisioned subject to execution of add on Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions shall be coterminous with the expiration of the then current Subscription Term.
2.3. Minimum System Requirements and Third Party Components. Customer recognizes and agrees that in order to utilize the Service (i) certain minimum system requirements exist; and (ii) certain other third-party software or applications (e.g. CRM application) may need to be acquired and/or licensed directly by Customer or from APTTUS. APTTUS is not responsible for, nor does it warrant the performance of such third-party components.
2.4 Service Level Agreement. APTTUS warrants the availability of the Service in accordance with the relevant Service Level Agreement, which is found at: http://legal.apttus.com/legal.html#apttus-service-level-agreement.
2.5 Professional Services. Any professional services to be provided to Customer by APTTUS will be governed by the APTTUS Professional Services Terms of Use, which are found at: http://legal.apttus.com/legal.html#apttus-professional-services-terms-of-use.
2.6 X-Author. Customer may not use X-Author in conjunction with third-party products that are competitive with the Service without prior written consent of APTTUS. X-Author may not function in conjunction with such third-party products. If Customer purchases X-Author on a standalone basis, no license or other access to the salesforce.com or Microsoft Azure platform will be included with the X-Author license purchased from APTTUS. Customer must in that case have an appropriate API-enabled license to the objects that are intended to be accessed with X-Author. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, IF CUSTOMER CHOOSES TO USE X-AUTHOR APPLICATION TEMPLATES CREATED BY A THIRD PARTY, IN NO EVENT SHALL APTTUS HAVE ANY LIABILITY TO CUSTOMER 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 CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2.7 Free Trial. Free Trials may only be installed in sandbox environments and used solely for evaluation purposes and not for the maintenance or processing of any data on which Customer would typically rely in a production capable environment. Customer Data, and any customizations made to the Service by or for Customer during a Free Trial will be lost at the end of the Free Trial. Customer engages in a Free Trial at its discretion. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, (I) APTTUS DISCLAIMS ANY LIABILITY FOR ISSUES THAT MAY ARISE DURING OR AS A RESULT OF CUSTOMER’S USE OF THE SERVICE DURING A FREE TRIAL, and (ii) either party may terminate a Free Trial at any time.
3. Use of the Service.
3.1. APTTUS Responsibilities. APTTUS shall use commercially reasonable efforts to make the Service generally available 24 hours a day, 7 days a week, as further set forth and described in the applicable Service Level Agreement. As part of the Service, APTTUS agrees to provide Customer with Technical Support consistent with such support level purchased by Customer.
3.2. Customer Responsibilities. Customer is responsible for all activities that occur under Customer’s User accounts. Customer shall: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Data; (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and notify APTTUS promptly of any such unauthorized use; and (iii) comply with all applicable local, state, federal, and foreign laws in using the Service.
3.3. Use Guidelines. Subject to Customer’s compliance with all the terms and conditions of the Agreement, and subject to the termination provisions of the Agreement, APTTUS grants to Customer a non-exclusive, non-transferable right during the Subscription Term to use the Service solely for its internal business purposes as contemplated by this Agreement and shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party, other than as contemplated by this Agreement; (ii) knowingly send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) knowingly send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) knowingly send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (vi) attempt to gain unauthorized access to the Service or its related systems or networks: or (vii) use the Service in excess of the licensed quantity as set forth in the applicable Order Form. User subscriptions are for named Users and cannot be shared or used by more than one User but may be reassigned from time to time to new Users replacing former Users who have terminated an employment or some other prior relationship with Customer, or no longer require ongoing use of the Service. At all times Customer remains responsible for Affiliates’ use of the Service and related User Guide. A breach of the Agreement by a Customer Affiliate shall be considered a breach by Customer hereunder.
3.4. Third-Party Providers. Certain third-party providers, some of which may be listed on pages within APTTUS’ website, offer products and services related to the Service, including implementation, customization and other consulting services related to customers’ use of the Service and applications (both offline and online) that work in conjunction with the Service, such as by exchanging data with the Service or by offering additional functionality within the user interface of the Service through use of the Service’s application programming interface. APTTUS does not warrant any such third-party providers or any of their products or services, whether or not such products or services are designated by APTTUS as “certified,” “validated” or otherwise. Any exchange of data or other interaction between Customer and a third-party provider, and any purchase by Customer of any product or service offered by such third-party provider, is solely between Customer and such third-party provider.
4.Security and Data Privacy.
4.1. Protection of Customer Data. APTTUS has adopted and will maintain industry-standard administrative, physical, and technical safeguards designed to protect the security, privacy and integrity of Customer Data. APTTUS shall not be responsible for loss of data transmitted on networks not owned or operated by APTTUS, including the Internet.
4.2. Use of Service Attributes and Anonymized Data. APTTUS may process, use and share certain Service Attributes for internal business purposes, for example, to support proper functioning of the Service, to provide Customer with support services and to investigate fraud, abuse or violations of this Agreement. APTTUS may also process, share, reproduce, or otherwise use Service Attributes and Customer Data in the form of Anonymized Data in any way, in Apttus’ sole discretion. “Anonymized Data” means Service Attributes and/or Customer Data with the following removed: personally identifiable information and the names and addresses of Customer and any of its Users or customers.
5. Fees & Payment.
5.1. User Fees. Customer shall pay all fees specified in all executed Order Forms hereunder. Except as otherwise provided, all fees are quoted in United States dollars. Fees are based on the number of User subscriptions purchased in the relevant Order Form, not the extent of actual usage. Except as otherwise provided, fees are non-refundable, and the number of subscriptions purchased cannot be decreased during the relevant Subscription Term stated on the Order Form.
5.2. Invoicing & Payment. License fees for the term of the Service will be invoiced annually in advance and otherwise in accordance with the terms set forth in the relevant Order Form. Unless otherwise stated in the Order Form, charges are due net 30 days from the invoice date. Unless otherwise stated in the Order Form, all payments made under this Agreement shall be in United States dollars. Invoices submitted via email should be sent in individual attachments (one invoice per attachment) in either PDF or TIFF formats to an email address provided by Customer.
5.3. Overdue Payments. Any payment not received from Customer by the due date may accrue (except with respect to charges then under reasonable and good faith dispute), at APTTUS’ discretion, late charges at the rate of 1% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.
5.4. Suspension of Service. If Customer’s account is 30 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, APTTUS reserves the right to suspend the Service provided to Customer, without liability to Customer, until such amounts are paid in full.
5.5 Taxes. Unless otherwise stated, APTTUS’ fees do not include any local, state, federal or foreign taxes, levies or duties of any nature (“Taxes“). Customer is responsible for paying all Taxes, excluding only taxes based on APTTUS’ income. If APTTUS has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides APTTUS with a valid tax exemption certificate authorized by the appropriate taxing authority.
6. Proprietary Rights.
6.1.Reservation of Rights. Customer acknowledges (a) that in providing the Service, APTTUS utilizes (i) the apttus.com name, the apttus.com logo, the apttus.com domain name, the product and service names associated with the Service, and other trademarks and service marks; (ii) certain audio and visual information, documents, software and other works of authorship; and (iii) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, “APTTUS Technology“) and (b) that the APTTUS Technology is covered by intellectual property rights owned or licensed by APTTUS (collectively, “APTTUS IP Rights“). Other than as expressly set forth in this Agreement, no license or other rights in or to the APTTUS Technology or APTTUS IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
6.2. License Grant. APTTUS grants Customer and its Users a worldwide, non-exclusive, non-transferable (except in connection with a permitted assignment of this Agreement), non-sublicenseable right to access and use the Service in accordance with the terms of this Agreement. APTTUS reserves the right, with reasonable notice to Customer, to audit Customer’s use of the Service no more than once each calendar year to ensure compliance with the terms of the Agreement.
6.3. Restrictions. Customer shall not (i) modify, copy or create derivative works based on the Service or APTTUS Technology; (ii) allow non-Users to access information contained inside an APTTUS Database Field without sufficient APTTUS licenses; (iii) access the Service via any sort of ‘bot’ or ‘script’; or (iv) disassemble, reverse engineer, or decompile the Service or APTTUS Technology, or access it in order to (A) build a competitive product or service, (B) build a product or service using similar ideas, features, functions or graphics of the Service, or (C) copy any ideas, features, functions or graphics of the Service.
6.4. Customer Data. As between APTTUS and Customer, all Customer Data is owned exclusively by Customer. Customer Data shall be considered Confidential Information subject to the terms of this Agreement.
7. Confidentiality.
7.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party“) disclosed 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, including the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, the Service, the APTTUS Technology, business and marketing plans, technology and technical information, screen and product designs interoperability of the Service with third-party products and software, and business processes. Confidential Information (except for Customer Data) shall 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
7.2. Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party’s prior written permission.
7.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party shall, except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information. The Receiving Party shall be responsible for any use or disclosure of Confidential Information by any of its, and its Affiliates’, employees, contractors and/or agents.
7.4 Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
7.5 Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of this Section 7, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
8. Warranties & Disclaimers.
8.1. Warranties. Each party represents and warrants that it has the legal power to enter into this Agreement. APTTUS represents and warrants that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) it owns or otherwise has sufficient rights to the Service and the APTTUS Technology to grant the rights and licenses granted herein; and (iii) the Service and APTTUS Technology do not infringe any intellectual property rights of any third party.
8.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, APTTUS MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. APTTUS HEREBY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
9. Mutual Indemnification.
9.1. Indemnification by APTTUS. Subject to this Agreement, APTTUS shall (a) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Service as contemplated hereunder infringes the intellectual property rights of a third party, and (b) pay (i) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (ii) those damages agreed to by APTTUS in a monetary settlement of such Claim; provided, that Customer (a) promptly gives written notice of the Claim to APTTUS; (b) gives APTTUS sole control of the defense and settlement of the Claim (provided that APTTUS may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and (c) provides to APTTUS, at APTTUS’ cost, all reasonable assistance. Customer will have the right to participate in the defense, including retention of and/or advice of separate counsel, at its own expense.
9.2. Indemnification by Customer. Subject to this Agreement, Customer shall (a) defend, or at its option settle, any Claim made or brought against APTTUS by a third party alleging that the Customer Data or Customer’s unlawful use of the Service (as opposed to the Service itself) infringes the intellectual property rights of, or has otherwise harmed, a third party and (b) pay (i) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (ii) those damages agreed to by Customer in a monetary settlement of such Claim; provided, that APTTUS (a) promptly gives written notice of the Claim to Customer; (b) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases APTTUS of all liability); and (c) provides to Customer, at Customer’s cost, all reasonable assistance. APTTUS will have the right to participate in the defense, including retention of and/or advice of separate counsel, at its own expense.
10. Limitation of Liability.
10.1. Limitation of Liability. EXCEPT FOR A VIOLATION OF SECTION 5 (FEES AND PAYMENTS), SECTION 6 (PROPRIETARY RIGHTS), SECTION 7 (CONFIDENTIALITY), OR LIABILITY ARISING FROM SECTION 9 (MUTUAL INDEMNIFICATION), NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.
10.2. Exclusion of Consequential and Related Damages. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
11. Term & Termination.
11.1. Term of Agreement. This Agreement commences on the Effective Date and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated.
11.2. Term of User Subscriptions. User subscriptions commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified therein. At the end of the initial Subscription Term, the Service(s) described in the active Order Form(s) will auto-renew for a period of 3 years, unless (i) Customer notifies APTTUS at least forty-five (45) days in advance of their intent not to renew; or (ii) renewal Order Form(s) have already been negotiated. The Subscription fees for the auto-renew term will increase by 5% over prior Subscription Term.
11.3. Uninstall and Delete. Upon termination or expiration of this Agreement, Customer will uninstall and delete, from all Customer desktop, mobile, server, web and other environments, any APTTUS provided software related to the Service. This includes managed packages or other software that has been installed in Customer environments.
11.4. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days’ written notice of a material breach to the other party 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. Upon any termination for cause by Customer, APTTUS shall refund Customer any prepaid fees for the remainder of the Subscription Term after the date of termination.
11.5. Outstanding Fees. Termination shall not relieve Customer of the obligation to pay any fees accrued or payable to APTTUS prior to the effective date of termination.
11.6. Surviving Provisions. The following provisions shall survive any termination or expiration of this Agreement: Sections 5, 6 (excluding Section 6.2), 7, 8, 9, 10, 11 and 12.
12. General Provisions.
12.1. Relationship of the Parties. This Agreement does not create a franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.2. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
12.3. Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the second business day after sending by email.
12.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
12.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
12.6. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this Section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
12.7. Attorneys’ Fees. In any legal action or proceeding arising from, related to, or brought to enforce, construe, interpret, rescind or cancel this Agreement or any of its provisions (including any Order Forms executed hereunder), the prevailing party shall be entitled to recover from the other party reasonable attorneys’ fees and costs incurred in connection with such action or proceeding, in addition to any other relief to which it may be entitled.
12.8. Governing Law. This Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules.
12.9. Venue. The state and federal courts located in San Francisco County, California shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
12.10. Export Control Laws. Each party shall comply with all United States and foreign export control laws or regulations applicable to its performance under this Agreement.
12.11. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms executed hereunder, constitute the entire agreement between the parties, and supersede 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 shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. In the event of any conflict between the provisions in this Agreement and any exhibit or addendum hereto, or Order Form executed hereunder, the terms of this Agreement shall prevail to the extent of any inconsistency, except with regard to any provision of any exhibit, addendum or Order Form that specifically identifies a conflicting provision of this Agreement and states that the conflicting provision of this Agreement does not prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.
Technical Support
Effective May 7th 2024
DownloadTable of Contents
Conga offers a variety of support plans, as described below. Customer should select a support plan based on the desired availability, response time, solution complexity, and support engagement.
| Self-Service | Base | Summit | Pinnacle |
Support Plan Pricing | Included in the price of subscription | As specified in the Order Form ($1,200 annual support fee minimum) | As specified in the Order Form ($3,000 annual support fee minimum) | As specified in the Order Form ($50,000 annual support fee minimum) |
Conga Online Self-Service Support (Unlimited Knowledge Users) | Product doc & Conga video library Knowledge base & known issues Ask-a-question & customer forums | |||
Conga Support Admins* (Access to submit cases) | 2 | 2 | 5 | 10 |
Conga Case Initial Response Target | Sev 1-4: 2 business days | Sev 1: 4 business hours Sev 2-4: 1 business day | Sev 1: 2 hours Sev 2: 3 business hours Sev 3-4: 6 business hours | Sev 1: 1 hour Sev 2: 2 business hours Sev 3-4: 4 business hours |
Resolution Non-Penalty SLOs** | N/A | Based on support investment**** | Based on support investment**** | Sev 1: 1 day Sev 2: 2 business days Sev 3: 5 business days Sev 4: 7 business days |
Weekend Support | N/A | N/A | Severity 1 Case Support (available Customer admin required) | Severity 1 Case Support (available Customer Admin required |
Support Resources | Pooled Technical Support | Pooled Technical Support | 24/7 Pooled Premier Technical Support Rapid Response Team | Named/Assigned Support Engineer (> $75,000 Support Fee) (Customer Business Hours), 24/7 Pooled Premier Technical Support Rapid Response Team Strategic Team Critical support for events like quarter end, upgrades, etc. |
Support Scope | Break-Fix Out-of-Box Functionality | Break-Fix Out-of-Box Functionality | Break-Fix support and Customization troubleshooting not to Exceed: Conga API support up to 300 lines per case. Conga callback supported up to 2000 lines per case. (Customization/custom code troubleshooting till we find root cause either with product or customization) (Customer is expected to take over once issue is identified with customization, Conga to continue with out of box product related issues) Formal RCA when requested. | Break-Fix and Customization Support not to Exceed: Conga API support up to 300 lines per case. Conga callback supported up to 2000 lines per case. Developer Support (break fix and implementation) Fast track support for certified support contacts.*** Formal RCA when requested. Proactive recommendations to avoid future issues. |
Support Connect | N/A | QBR with TS managers based on support investment.**** | QBR with TS managers based on support investment.**** | Weekly open case review with named engineer. Monthly review of case trends, upgrade plans, etc. with named engineer. Quarterly review with TS manager. |
Escalation Path | N/A | Escalation button available: Sev 1: Immediately Sev 2: After 2 business days Sev 3-4: After 5 business days 1 escalation open at a time | Escalation button available: Sev 1: Immediately Sev 2-4: After 1 business day | Escalation button available: Sev 1: Immediately Sev 2-4: After 1 business day After Escalation Button: Level 1: Director Escalation Level 2: Escalation Manager Level 3: VP Technical Support |
* Customers can purchase additional admins up to 50% of offered contacts at the cost of $300 per month.
** For "Resolution Non-Penalty SLOs" Subscriber or equivalent access is mandatory. The Non-Penalty Resolution SLOs do not apply to bugs, enhancements, intermittent/nonreplicable issues and implementation issues. Resolution time is calculated based on date and time resolution was provided by conga minus case created date and time. Achieving resolution SLO is joint responsibility of both the parties Conga and the Customer e.g. Customer to provide required details and access in timely manner and conga to progress in timely manner. For S1 and S2 cases it is required for customers to be available on calls as needed, in absence of which Conga may reduce the case severity).
*** For fast-track support Certified support contact needs to request for it, via assigned engineer. The request needs to be approved by a Conga Technical Support Director. Onboarding needs to be done.
**** >$75,000 minimum support investment for Summit and Base customers to avail "Resolution Non-Penalty SLOs", (Sev 1: 1 Day, Sev 2: 3 business days, Sev 3: 7 business days, Sev 4: 10 business days) and QBR with TS Manager.
Definitions
Break-Fix: OOB product functionality that has been successfully deployed and is no longer working.
Chat Support: Communication channel that provides customers a flexible option to reach a live Technical Support engineers for case submission and assistance.
Conga Community: The community provides access to Conga documentation and resources.
Conga Online Self-Service Support: 24x7 Conga Community access to documentation and forums that help provide answers to your questions with the ability to submit cases (Conga Support Admins Only).
Conga Support Admin: Designated contacts that receive access to the Conga Install Center, can submit technical support cases, and can add/change community contacts on behalf of the organization.
Critical Event Planning: Feature that helps customers plan for their critical events like quarter/year end, upgrades or peak time of the year, customer will need to update Conga assigned engineer 4 weeks in advance, Conga will enable special flag so, any cases logged by the customer during this period will be considered priority, Customer can available up to four such critical events in a year each of maximum 7 days
Customization: Added functionality to a product that is not OOB.
Customization Support: Break/Fix support of managed packages and Customizations within designated guidelines, subject to the Customization Support Policy available for review upon request.
Initial Response Target: The time from case creation to case assignments and first response from engineer.
Named Support Engineer: An individual that is assigned to a specific customer who supports an average of four Pinnacle customers. The engineer supports the customer during their core business hours to handle and manage all cases for that customer. Outside of business hours, cases received are handled by Pooled premier. Engineers. Cases needing ongoing work will be handed off to the named engineer that will take ownership of the case and is responsible for case resolution.
Out-of-Box Functionality (OOB): Standard features generally available for the Subscription Services.
Pooled Technical Support: A group of agents that are assigned cases based on Support and Severity Level in the order the case is received.
Rapid Response Team: Team of experts who will help you with critical severity 1 and 2 issues.
Strategic Team: Assist your assigned engineer to meet speed, skill and scale of your case needs. It is an on-demand team which your assigned engineer will engage as needed e.g. upgrades, critical events, etc.
Developer Support
Covers Break-Fix customization/custom code issues, help during implementation (does not cover solution design related needs). e.g. If Customer is implementing a solution via custom code and have specific questions around Conga APIs or errors that is covered, however if the expectation is how to achieve a use case using custom code, that is not in Technical Support scope.
Version Support
Conga will provide Break-Fix version updates for software versions released in the twelve (12) months (N-2) preceding the last major version made generally available by Conga.
Case Severity Definitions
Every support request is assigned a Severity Level by Conga, with critical production issues prioritized to minimize downtime. See the severity guide below for details:
Severity Level | Description |
Level 1 - Critical | Critical production issue affecting all users, including system unavailability and data integrity issues with no workaround available. |
Level 2 - Urgent | Major functionality is impacted, or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available. Also includes time-sensitive requests such as requests for feature activation or a data export. |
Level 3 - High | System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable. |
Level 4 - Medium | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation, or configuration; bug affecting a small number of users. |
Case Resolution
Technical Support will troubleshoot, and attempt to identify a root cause, and provide resolution. The time to resolve a case is defined as the time from creation to the time the engineer provides a resolution. For quick and timely resolution, our Technical Support Case Handling Guidelines outlines the case process and responsibilities.
Product Bug Handling
If a product bug is identified, our Product Engineering team will validate, test, and provide a fix in a future release. Customer must upgrade via the Install Center to receive and apply the fix. Conga recommends applying and testing the fix to a non-production environment prior to moving to production environment to minimize critical impact to users.
Contact Conga Support
Access technical support through the Conga Customer Community at: https://community.conga.com/s/login/ via the technical support chat or contact Customer Success directly at: https://community.conga.com/s/get- help-cs.
Submit a support case at: https://community.conga.com/s/allcaseslistview, review open cases, and search our ever-growing library of knowledge articles at: https://community.conga.com/s/knowledge-base –all designed to help you quickly and accurately solve any technical issues.
All customers may register for general access to the Conga Customer Community here: https://community.conga.com/s/registration.
Effective December 18th 2023 to May 7th 2024
DownloadTable of Contents
Conga offers a variety of support plans, as described below. Customer should select a support plan based on the desired availability, response time, solution complexity, and support engagement.
| Self-Service | Base | Summit | Pinnacle |
Support Plan Pricing | Included in the price of subscription | As specified in the Order Form ($1,200 annual support fee minimum) | As specified in the Order Form ($1,200 annual support fee minimum) | As specified in the Order Form ($50,000 annual support fee minimum; $100,000 annual support fee minimum for Named Support Engineer) |
Conga Online Self-Service Support (Unlimited Knowledge Users) | Product doc & Conga video library Knowledge base & known issues Ask-a-question & customer forums | |||
Conga Support Admins* (Access to submit cases) | 2 | 2 | 5 | 10 |
Conga Case Initial Response Target | Sev 1-4: 2 business days | Sev 1: 4 business hours Sev 2-4: 1 business day | Sev 1: 2 hours Sev 2: 3 business hours Sev 3-4: 6 business hours | Sev 1: 1 hour Sev 2: 2 business hours Sev 3-4: 4 business hours |
Weekend Support | N/A | N/A | Severity 1 Case Support (available Customer admin required) | Severity 1 Case Support (available Customer Admin required |
Support Resources | Pooled Technical Support | Pooled Technical Support | 24/7 Pooled Technical Support | 24/7 Pooled Technical Support Named Support Engineer (Customer Business Hours) |
Support Scope | Break-Fix Out-of-Box Functionality | Break-Fix Out-of-Box Functionality | Break-Fix Out-of-Box Functionality | Break-Fix and Customization Support not to exceed: Conga API supported up to 300 lines per case, and Conga callbacks supported up to 200 lines per case |
Escalation Path | N/A | Escalation button available: Sev 1: Immediately Sev 2-4: After 5 business days 1 escalation open at a time | Escalation button available: Sev 1: Immediately Sev 2-4: After 1 business day | Escalation button available: Sev 1: Immediately Sev 2-4: After 1 business day After Escalation Button: Level 1: Director Escalation Level 2: Escalation Manager Level 3: VP Technical Support |
* Additional Conga Support Admins may be purchased for an additional fee.
Definitions
Break-Fix: OOB product functionality that has been successfully deployed and is no longer working.
Chat Support: Communication channel that provides customers a flexible option to reach a live Technical Support engineers for case submission and assistance.
Conga Community: The community provides access to Conga documentation and resources.
Conga Online Self-Service Support: 24x7 Conga Community access to documentation and forums that help provide answers to your questions with the ability to submit cases (Conga Support Admins Only).
Conga Support Admin: Designated contacts that receive access to the Conga Install Center, can submit technical support cases, and can add/change community contacts on behalf of the organization.
Customization: Added functionality to a product that is not OOB.
Customization Support: Break/Fix support of managed packages and Customizations within designated guidelines, subject to the Customization Support Policy available for review upon request.
Initial Response Target: The time from case creation to case assignments and first response from engineer.
Named Support Engineer: An individual that is assigned to a specific customer who supports an average of four Pinnacle customers. The engineer supports the customer during their core business hours to handle and manage all cases for that customer. Outside of business hours, cases received are handled by Pooled premier. Engineers. Cases needing ongoing work will be handed off to the named engineer that will take ownership of the case and is responsible for case resolution.
Out-of-Box Functionality (OOB): Standard features generally available for the Subscription Services.
Pooled Technical Support: A group of agents that are assigned cases based on Support and Severity Level in the order the case is received.
Version Support
Conga will provide Break-Fix version updates for software versions released in the twelve (12) months (N-2) preceding the last major version made generally available by Conga.
Case Severity Definitions
Every support request is assigned a Severity Level by Conga, with critical production issues prioritized to minimize downtime. See the severity guide below for details:
Severity Level | Description |
Level 1 - Critical | Critical production issue affecting all users, including system unavailability and data integrity issues with no workaround available. |
Level 2 - Urgent | Major functionality is impacted, or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available. Also includes time-sensitive requests such as requests for feature activation or a data export. |
Level 3 - High | System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable. |
Level 4 - Medium | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation, or configuration; bug affecting a small number of users. |
Case Resolution
Technical Support will troubleshoot, and attempt to identify a root cause, and provide resolution. The time to resolve a case is defined as the time from creation to the time the engineer provides a resolution. For quick and timely resolution, our Technical Support Case Handling Guidelines outlines the case process and responsibilities.
Product Bug Handling
If a product bug is identified, our Product Engineering team will validate, test, and provide a fix in a future release. Customer must upgrade via the Install Center to receive and apply the fix. Conga recommends applying and testing the fix to a non-production environment prior to moving to production environment to minimize critical impact to users.
Contact Conga Support
Access technical support through the Conga Customer Community at: https://community.conga.com/s/login/ via the technical support chat or contact Customer Success directly at: https://community.conga.com/s/get- help-cs.
Submit a support case at: https://community.conga.com/s/allcaseslistview, review open cases, and search our ever-growing library of knowledge articles at: https://community.conga.com/s/knowledge-base –all designed to help you quickly and accurately solve any technical issues.
All customers may register for general access to the Conga Customer Community here: https://community.conga.com/s/registration.
Effective November 2nd 2023 to December 18th 2023
DownloadTable of Contents
Conga offers a variety of support plans, as described below. Customer should select a support plan based on the desired availability, response time, solution complexity, and support engagement.
Self-Service | Base | Summit | Pinnacle | |||||
Support Plan Pricing | Included in the price of subscription | As specified in the Order Form ($1,200 support fee minimum) | As specified in the Order Form ($3,000 support fee minimum) | As specified in the Order Form ($50,000 support fee minimum; $100,000 support fee minimum for Named Support Engineer. | ||||
Conga Online Self-Service Support (Unlimited Knowledge Users) | Product documentation & Conga video library Knowledge base & known issues Ask-a-question & customer forums | |||||||
Conga Support Admins* (Access to submit cases) | 2 | 2 | 5 | 10 | ||||
Conga Case Initial Response Target | Sev 1-4: 2 business days | Sev 1: 4 business hours Sev 2-4: 1 business day | Sev 1: 2 hours Sev 2: 3 business hours Sev 3-4: 6 business hours | Sev 1: 1 hour Sev 2: 2 business hours Sev 3-4: 4 business hours | ||||
Weekend Support | N/A | N/A | Severity 1 Case Support (available Customer admin required) | Severity 1 Case Support (available Customer admin required) | ||||
Support Resources | Pooled Technical Support | Pooled Technical Support | 24/7 Pooled Technical Support | 24/7 Pooled Technical Support Shared Named Support Engineer (Customer Business Hours)** | ||||
Support Scope | Break-Fix Out-of-Box Functionality | Break-Fix OOB and Customization Support Customization Support not to exceed: Conga API supported up to 300 lines per case. Conga callbacks supported up to 2000 lines per case | ||||||
Escalation Path | N/A | Escalation button available: Sev 1: Immediately Sev 2-4: after 5 business days 1 escalation open at a time | Escalation button available: Sev 1: Immediately Sev 2-4: after 1 business day | Escalation button available: Sev 1: Immediately Sev 2-4: 1 business day after escalation button Level 1 – Director Escalation Level 2 - Escalation Manager Level 3 – VP Technical Support |
*Additional Conga Support Admins may be purchased for an additional fee.
**Shared Named Support Engineer is reserved for Level 3 customers paying a minimum of $100,000 support fees per year.
Definitions
Break-Fix: OOB product functionality that has been successfully deployed and is no longer working.
Chat Support: Communication channel that provides customers a flexible option to reach a live Technical Support engineers for case submission and assistance.
Conga Community: The community provides access to Conga documentation and resources.
Conga Online Self-Service Support: 24x7 Conga Community access to documentation and forums that help provide answers to your questions with the ability to submit cases (Conga Support Admins Only).
Conga Support Admin: Designated contacts that receive access to the Conga Install Center, can submit technical support cases, and can add/change community contacts on behalf of the organization.
Customization: Added functionality to a product that is not Out-of-Box Functionality.
Customization Support: Break/Fix support of managed packages and Customizations within designated guidelines, subject to the Customization Support Policy available for review upon request.
Initial Response Target: The time from case creation to case assignments and first response from engineer.
Named Support Engineer: An individual that is assigned to a specific customer who supports an average of four Pinnacle customers. The engineer supports the customer during their core business hours to handle and manage all cases for that customer. Outside of business hours, cases received are handled by Pooled premier. Engineers. Cases needing ongoing work will be handed off to the named engineer that will take ownership of the case and is responsible for case resolution.
Out-of-Box Functionality (OOB): Standard features generally available for the Subscription Services.
Pooled Technical Support: A group of agents that are assigned cases based on Support and Severity Level in the order the case is received.
Version Support
Conga will provide Break-Fix version updates for software versions released in the twelve (12) months (N-2) preceding the last major version made generally available by Conga.
Case Severity Definitions
Every support request is assigned a Severity Level by Conga, with critical production issues prioritized to minimize downtime. See the severity guide below for details:
Severity Level | Description |
Level 1 - Critical | Critical production issue affecting all users, including system unavailability and data integrity issues with no workaround available. |
Level 2 - Urgent | Major functionality is impacted, or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available. Also includes time-sensitive requests such as requests for feature activation or a data export. |
Level 3 - High | System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable. |
Level 4 - Medium | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation, or configuration; bug affecting a small number of users. |
Case Resolution
Technical Support will troubleshoot, and attempt to identify a root cause, and provide resolution. The time to resolve a case is defined as the time from creation to the time the engineer provides a resolution. For quick and timely resolution, our Technical Support Case Handling Guidelines outlines the case process and responsibilities.
Product Bug Handling
If a product bug is identified, our Product Engineering team will validate, test, and provide a fix in a future release. Customer must upgrade via the Install Center to receive and apply the fix. Conga recommends applying and testing the fix to a non-production environment prior to moving to production environment to minimize critical impact to users.
Contact Conga Support
Access technical support through the Conga Customer Community at: https://community.conga.com/s/login/ via the technical support chat or contact Customer Success directly at: https://community.conga.com/s/get- help-cs.
Submit a support case at: https://community.conga.com/s/allcaseslistview, review open cases, and search our ever-growing library of knowledge articles at: https://community.conga.com/s/knowledge-base –all designed to help you quickly and accurately solve any technical issues.
All customers may register for general access to the Conga Customer Community here: https://community.conga.com/s/registration.
Effective November 2nd 2023 to November 2nd 2023
DownloadTable of Contents
Conga offers a variety of support plans, as described below. Customer should select a support plan based on the desired availability, response time, solution complexity, and support engagement.
Self-Service | Base | Summit | Pinnacle | |||||
Support Plan Pricing | Included in the price of subscription | As specified in the Order Form ($1,200 support fee minimum) | As specified in the Order Form ($3,000 support fee minimum) | As specified in the Order Form ($50,000 support fee minimum; $100,000 support fee minimum for Named Support Engineer. | ||||
Conga Online Self-Service Support (Unlimited Knowledge Users) | Product documentation & Conga video library Knowledge base & known issues Ask-a-question & customer forums | |||||||
Conga Support Admins* (Access to submit cases) | 2 | 2 | 5 | 10 | ||||
Conga Case Initial Response Target | Sev 1-4: 2 business days | Sev 1: 4 business hours Sev 2-4: 1 business day | Sev 1: 2 hours Sev 2: 3 business hours Sev 3-4: 6 business hours | Sev 1: 1 hour Sev 2: 2 business hours Sev 3-4: 4 business hours | ||||
Weekend Support | N/A | N/A | Severity 1 Case Support (available Customer admin required) | Severity 1 Case Support (available Customer admin required) | ||||
Support Resources | Pooled Technical Support | Pooled Technical Support | 24/7 Pooled Technical Support | 24/7 Pooled Technical Support Shared Named Support Engineer (Customer Business Hours)** | ||||
Support Scope | Break-Fix Out-of-Box Functionality | Break-Fix OOB and Customization Support Customization Support not to exceed: Conga API supported up to 300 lines per case. Conga callbacks supported up to 2000 lines per case | ||||||
Ongoing Case Update | N/A | Sev 1-2: 1 per week | Sev 1: 1 business day Sev 2-4: 1 per week | Sev 1: 1 per day Sev 2-4: 2 business days | ||||
Escalation Path | N/A | Escalation button available: Sev 1: Immediately Sev 2-4: after 5 business days 1 escalation open at a time | Escalation button available: Sev 1: Immediately Sev 2-4: after 1 business day | Escalation button available: Sev 1: Immediately Sev 2-4: 1 business day after escalation button Level 1 – Director Escalation Level 2 - Escalation Manager Level 3 – VP Technical Support |
*Additional Conga Support Admins may be purchased for an additional fee.
**Shared Named Support Engineer is reserved for Level 3 customers paying a minimum of $100,000 support fees per year.
Definitions
Break-Fix: OOB product functionality that has been successfully deployed and is no longer working.
Chat Support: Communication channel that provides customers a flexible option to reach a live Technical Support engineers for case submission and assistance.
Conga Community: The community provides access to Conga documentation and resources.
Conga Online Self-Service Support: 24x7 Conga Community access to documentation and forums that help provide answers to your questions with the ability to submit cases (Conga Support Admins Only).
Conga Support Admin: Designated contacts that receive access to the Conga Install Center, can submit technical support cases, and can add/change community contacts on behalf of the organization.
Customization: Added functionality to a product that is not Out-of-Box Functionality.
Customization Support: Break/Fix support of managed packages and Customizations within designated guidelines, subject to the Customization Support Policy available for review upon request.
Initial Response Target: The time from case creation to case assignments and first response from engineer.
Named Support Engineer: An individual that is assigned to a specific customer who supports an average of four Pinnacle customers. The engineer supports the customer during their core business hours to handle and manage all cases for that customer. Outside of business hours, cases received are handled by Pooled premier. Engineers. Cases needing ongoing work will be handed off to the named engineer that will take ownership of the case and is responsible for case resolution.
Out-of-Box Functionality (OOB): Standard features generally available for the Subscription Services.
Pooled Technical Support: A group of agents that are assigned cases based on Support and Severity Level in the order the case is received.
Version Support
Conga will provide Break-Fix version updates for software versions released in the twelve (12) months (N-2) preceding the last major version made generally available by Conga.
Case Severity Definitions
Every support request is assigned a Severity Level by Conga, with critical production issues prioritized to minimize downtime. See the severity guide below for details:
Severity Level | Description |
Level 1 - Critical | Critical production issue affecting all users, including system unavailability and data integrity issues with no workaround available. |
Level 2 - Urgent | Major functionality is impacted, or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available. Also includes time-sensitive requests such as requests for feature activation or a data export. |
Level 3 - High | System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable. |
Level 4 - Medium | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation, or configuration; bug affecting a small number of users. |
Case Resolution
Technical Support will troubleshoot, and attempt to identify a root cause, and provide resolution. The time to resolve a case is defined as the time from creation to the time the engineer provides a resolution. For quick and timely resolution, our Technical Support Case Handling Guidelines outlines the case process and responsibilities.
Product Bug Handling
If a product bug is identified, our Product Engineering team will validate, test, and provide a fix in a future release. Customer must upgrade via the Install Center to receive and apply the fix. Conga recommends applying and testing the fix to a non-production environment prior to moving to production environment to minimize critical impact to users.
Contact Conga Support
Access technical support through the Conga Customer Community at: https://community.conga.com/s/login/ via the technical support chat or contact Customer Success directly at: https://community.conga.com/s/get- help-cs.
Submit a support case at: https://community.conga.com/s/allcaseslistview, review open cases, and search our ever-growing library of knowledge articles at: https://community.conga.com/s/knowledge-base –all designed to help you quickly and accurately solve any technical issues.
All customers may register for general access to the Conga Customer Community here: https://community.conga.com/s/registration.
Effective February 14th 2023 to November 2nd 2023
DownloadTable of Contents
Conga offers a variety of support plans, as described below. Customer should select a support plan based on the desired availability, response time, solution complexity, and support engagement.
Self-Service | Base | Summit | Pinnacle | |
Support Plan Pricing | Included in the price of subscription | As specified in the Order Form ($1,200 support fee minimum) | As specified in the Order Form ($3,000 support fee minimum) | As specified in the Order Form ($50,000 support fee minimum; $100,000 support fee minimum for Named Support Specialist) |
Conga Online Self-Service Support (Unlimited Knowledge Users) | Product doc & Conga video library Knowledge base & known issues Ask-a-question & customer forums | |||
Conga Support Admins* (Access to submit cases) | 1 | 2 | 5 | 10 |
Conga Case Initial Response Target | Sev 1-4: 2 business days | Sev 1: 4 bus. hours Sev 2-4: 1 bus. day | Sev 1: 2 hours Sev 2: 3 business hours Sev 3-4: 6 business hours | Sev 1: 1 hour Sev 2: 2 business hours Sev 3-4: 4 business hours |
Case Submission | Online case submission and management | 24/7 online case submission and management 24/5 Inbound Phone/Chat Support (Sun 6pm to Friday 6pm MST) | ||
Weekend Support | N/A | N/A | Severity 1 Case Support (available Customer admin required) | Severity 1 Case Support (available Customer admin required) Phone support |
Support Resources | Pooled Technical Support | 24/7 Pooled Technical Support Shared Named Support Specialist (Customer Business Hours)** | ||
Support Scope | Break-Fix Out-of-Box Functionality | Break-Fix OOB and Customization Support Customization Support not to exceed: Conga API supported up to 300 lines per case Conga callbacks supported up to 2000 lines per case | ||
Ongoing Case Update | N/A | Sev 1-2: 1 per week | Sev 1: 1 business day Sev 2-4: 1 per week | Sev 1: 1 per day Sev 2-4: 2 business days |
Escalation Path | N/A | Escalation button available: Sev 1 – Immediately Sev 2-4: after 5 business days 1 escalation open at a time | Escalation button available: Sev 1Immediately Sev 2-4: after 1 business day | Escalation button available: Sev 1 – Immediately Sev 2-4 1 business day After Escalation Button Level 1 – Director Escalation Level 2 - Escalation Manager Level 3 – VP Technical Support |
*Additional Conga Support Admins may be purchased for an additional fee.
**Shared Named Support Specialist is reserved for Level 3 customers paying a minimum of $100,000 support fees per year.
Definitions
Apttus Community: The community provides access to Apttus documentation and resources.
Authorized Conga Support Admin: Designated contacts that receive access to Apttus Install Center, can submit technical support cases, and can add/change community contacts on behalf of the organization.
Break-Fix: OOB product functionality that has been successfully deployed and is no longer working.
Conga Online Self-Service Support: 24x7 Conga Community access to documentation and forums that help provide answers to your questions with the ability to submit cases (Authorized Support Admins Only).
Customization: Added functionality to a product that is not Out-of-Box Functionality.
Customization Support: Break/Fix support of managed packages and customizations within designated guidelines, subject to the Customization Support Policy available for review upon request.
Inbound Phone/Chat Support: Communication channels that provides customers flexible options to reach a live our Technical Support engineers for case submission and assistance.
Initial Response Target: The time from case creation to case assignments and first response from engineer.
Named Support Specialist: An individual that is assigned to a specific customer who supports an average of four Pinnacle customers. The specialist supports the customer during their core business hours to handle and manage all cases for that customer. Outside of business hours, cases received are handled by Pooled Premier Engineers. Cases needing ongoing work will be handed off to the named engineer that will take ownership of the case and is responsible for case resolution.
Out-of-Box Functionality (OOB): Standard features generally available for the Subscription Services.
Pooled Technical Support: A group of agents that are assigned cases based on Support and Severity Level in the order the case is received.
Version Support
Conga will provide Break-Fix version updates for software versions released in the twelve (12) months (N-2) preceding the last major version made generally available by Conga.
Case Severity Definitions
Every support request is assigned a Severity Level by Conga, with critical production issues prioritized to minimize downtime.
See the severity guide below for details:
Severity Level | Description |
Level 1- Critical | Critical production issue affecting all users, including system unavailability and data integrity issues with no workaround available. |
Level 2- Urgent | Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available. Also includes time-sensitive requests such as requests for feature activation or a data export. |
Level 3- High | System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable. |
Level 4- Medium | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; bug affecting a small number of users. |
Case Resolution
Technical Support will troubleshoot, identify a root cause and provide resolution. The time to resolve a case is defined as the time from creation to the time the engineer provides a resolution. For quick and timely resolution, our Technical Support Case Handling Guidelines outlines the case process and responsibilities.
Product Bug Handling
If a product bug is identified, our Product Engineering team will validate, test and provide a fix in a future release. Customer must upgrade via the Install Center to receive and apply the fix. Conga recommends applying and testing the fix to a non-production environment prior to moving to production environment to minimize critical impact to users.
Contact Conga Support
Access technical support through the Conga Customer Community at: https://community.conga.com/s/login/ via the technical support chat or contact Customer Success directly at: https://community.conga.com/s/get-help-cs.
Submit a support case at: https://community.conga.com/s/allcaseslistview, review open cases, and search our ever-growing library of knowledge articles at: https://community.conga.com/s/knowledge-base –all designed to help you quickly and accurately solve any technical issues.
All customers may register for general access to the Conga Customer Community here:
https://community.conga.com/s/registration.
https://community.conga.com/s/registration.
Effective December 2nd 2021 to February 14th 2023
DownloadTable of Contents
Conga offers a variety of support plans, as described below. Customer should select a support plan based on the desired availability, response time, solution complexity, and support engagement.
Self-Service | Base | Summit | Pinnacle | |
Support Plan Pricing | Included in the price of subscription | 10% of net Subscription Services fees ($1,200 support fee minimum) | 18% of net Subscription Services fees ($3,000 support fee minimum) | 25% of net Subscription Services fees ($50,000 support fee minimum) =>$100k for Name Support Specialist |
Conga Online Self-Service Support (Unlimited Knowledge Users) | Product doc & Conga video library Knowledge base & known issues Ask-a-question & customer forums | |||
Conga Support Admins* (Access to submit cases) | 1 | 2 | 5 | 10 |
Conga Case Initial Response Target | Sev 1-4: 2 business days | Sev 1: 4 bus. hours Sev 2-4: 1 bus. day | Sev 1: 2 hours Sev 2: 3 business hours Sev 3-4: 6 business hours | Sev 1: 1 hour Sev 2: 2 business hours Sev 3-4: 4 business hours |
Case Submission | Online case submission and management | 24/7 online case submission and management 24/5 Inbound Phone/Chat Support (Sun 6pm to Friday 6pm MST) | ||
Weekend Support | N/A | N/A | Severity 1 Case Support (available Customer admin required) | Severity 1 Case Support (available Customer admin required) Phone support |
Support Resources | Pooled Technical Support | 24/7 Pooled Technical Support Shared Named Support Specialist (Customer Business Hours)** | ||
Support Scope | Break-Fix Out-of-Box Functionality | Break-Fix OOB and Customization Support Customization Support not to exceed: Conga API supported up to 300 lines per case Conga callbacks supported up to 2000 lines per case | ||
Ongoing Case Update | N/A | Sev 1-2: 1 per week | Sev 1: 1 business day Sev 2-4: 1 per week | Sev 1: 1 per day Sev 2-4: 2 business days |
Escalation Path | N/A | Escalation button available: Sev 1 – Immediately Sev 2-4: after 5 business days 1 escalation open at a time | Escalation button available: Sev 1Immediately Sev 2-4: after 1 business day | Escalation button available: Sev 1 – Immediately Sev 2-4 1 business day After Escalation Button Level 1 – Director Escalation Level 2 - Escalation Manager Level 3 – VP Technical Support |
*Additional Conga Support Admins may be purchased for an additional fee.
**Shared Named Support Specialist is reserved for Level 3 customers paying a minimum of $100,000 support fees per year.
Definitions
Apttus Community: The community provides access to Apttus documentation and resources.
Authorized Conga Support Admin: Designated contacts that receive access to Apttus Install Center, can submit technical support cases, and can add/change community contacts on behalf of the organization.
Break-Fix: OOB product functionality that has been successfully deployed and is no longer working.
Conga Online Self-Service Support: 24x7 Conga Community access to documentation and forums that help provide answers to your questions with the ability to submit cases (Authorized Support Admins Only).
Customization: Added functionality to a product that is not Out-of-Box Functionality.
Customization Support: Break/Fix support of managed packages and customizations within designated guidelines, subject to the Customization Support Policy available for review upon request.
Inbound Phone/Chat Support: Communication channels that provides customers flexible options to reach a live our Technical Support engineers for case submission and assistance.
Initial Response Target: The time from case creation to case assignments and first response from engineer.
Named Support Specialist: An individual that is assigned to a specific customer who supports an average of four Pinnacle customers. The specialist supports the customer during their core business hours to handle and manage all cases for that customer. Outside of business hours, cases received are handled by Pooled Premier Engineers. Cases needing ongoing work will be handed off to the named engineer that will take ownership of the case and is responsible for case resolution.
Out-of-Box Functionality (OOB): Standard features generally available for the Subscription Services.
Pooled Technical Support: A group of agents that are assigned cases based on Support and Severity Level in the order the case is received.
Version Support
Conga will provide Break-Fix version updates for software versions released in the twelve (12) months (N-2) preceding the last major version made generally available by Conga.
Case Severity Definitions
Every support request is assigned a Severity Level by Conga, with critical production issues prioritized to minimize downtime.
See the severity guide below for details:
Severity Level | Description |
Level 1- Critical | Critical production issue affecting all users, including system unavailability and data integrity issues with no workaround available. |
Level 2- Urgent | Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available. Also includes time-sensitive requests such as requests for feature activation or a data export. |
Level 3- High | System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable. |
Level 4- Medium | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; bug affecting a small number of users. |
Case Resolution
Technical Support will troubleshoot, identify a root cause and provide resolution. The time to resolve a case is defined as the time from creation to the time the engineer provides a resolution. For quick and timely resolution, our Technical Support Case Handling Guidelines outlines the case process and responsibilities.
Product Bug Handling
If a product bug is identified, our Product Engineering team will validate, test and provide a fix in a future release. Customer must upgrade via the Install Center to receive and apply the fix. Conga recommends applying and testing the fix to a non-production environment prior to moving to production environment to minimize critical impact to users.
Contact Conga Support
Access technical support through the Conga Customer Community at: https://community.conga.com/s/login/ via the technical support chat or contact Customer Success directly at: https://community.conga.com/s/get-help-cs.
Submit a support case at: https://community.conga.com/s/allcaseslistview, review open cases, and search our ever-growing library of knowledge articles at: https://community.conga.com/s/knowledge-base –all designed to help you quickly and accurately solve any technical issues.
All customers may register for general access to the Conga Customer Community here:
https://community.conga.com/s/registration.
https://community.conga.com/s/registration.
Effective November 5th 2021 to December 2nd 2021
DownloadTable of Contents
Conga offers a variety of support plans, as described below. Customer should select a support plan based on the desired availability, response time, solution complexity, and support engagement.
Self-Service | Base | Summit | Pinnacle | |
Support Plan Pricing | Included in the price of subscription | 10% of net Subscription Services fees ($1,200 support fee minimum) | 18% of net Subscription Services fees ($3,000 support fee minimum) | 25% of net Subscription Services fees ($50,000 support fee minimum) |
Conga Online Self-Service Support (Unlimited Knowledge Users) | Product doc & Conga video library Knowledge base & known issues Ask-a-question & customer forums | |||
Conga Support Admins* (Access to submit cases) | 1 | 2 | 5 | 10 |
Conga Case Initial Response Target | Sev 1-4: 2 business days | Sev 1: 4 bus. hours Sev 2-4: 1 bus. day | Sev 1: 2 hours Sev 2: 3 business hours Sev 3-4: 6 business hours | Sev 1: 1 hour Sev 2: 2 business hours Sev 3-4: 4 business hours |
Case Submission | Online case submission and management | 24/7 online case submission and management 24/5 Inbound Phone/Chat Support (Sun 6pm to Friday 6pm MST) | ||
Weekend Support | N/A | N/A | Severity 1 Case Support (available Customer admin required) | Severity 1 Case Support (available Customer admin required) Phone support |
Support Resources | Pooled Technical Support | 24/7 Pooled Technical Support Shared Named Support Specialist (Customer Business Hours)** | ||
Support Scope | Break-Fix Out-of-Box Functionality | Break-Fix OOB and Customization Support Customization Support not to exceed: Conga API supported up to 300 lines per case Conga callbacks supported up to 2000 lines per case | ||
Ongoing Case Update | N/A | Sev 1-2: 1 per week | Sev 1: 1 business day Sev 2-4: 1 per week | Sev 1: 1 per day Sev 2-4: 2 business days |
Escalation Path | N/A | Escalation button available: Sev 1 – Immediately Sev 2-4: after 5 business days 1 escalation open at a time | Escalation button available: Sev 1Immediately Sev 2-4: after 5 business days | Escalation button available: Sev 1 – Immediately Sev 2-4 1 business day After Escalation Button Level 1 – Director Escalation Level 2 - Escalation Manager Level 3 – VP Technical Support |
Technical Account Manager | N/A | N/A | N/A | Available for an additional fee 1 (TAM) :8 (Accounts) = Up to 220 hours/year - $43,750 1:4 = Up to 440 hours/year - $87,500 1:1 = $350,000 |
*Additional Conga Support Admins may be purchased for an additional fee.
**Shared Named Support Specialist is reserved for Level 3 customers paying a minimum of $100,000 support fees per year.
Definitions
Apttus Community: The community provides access to Apttus documentation and resources.
Authorized Conga Support Admin: Designated contacts that receive access to Apttus Install Center, can submit technical support cases, and can add/change community contacts on behalf of the organization.
Break-Fix: OOB product functionality that has been successfully deployed and is no longer working.
Conga Online Self-Service Support: 24x7 Conga Community access to documentation and forums that help provide answers to your questions with the ability to submit cases (Authorized Support Admins Only).
Customization: Added functionality to a product that is not Out-of-Box Functionality.
Customization Support: Break/Fix support of managed packages and customizations within designated guidelines, subject to the Customization Support Policy available for review upon request.
Inbound Phone/Chat Support: Communication channels that provides customers flexible options to reach a live our Technical Support engineers for case submission and assistance.
Initial Response Target: The time from case creation to case assignments and first response from engineer.
Named Support Specialist: An individual that is assigned to a specific customer who supports an average of four Pinnacle customers. The specialist supports the customer during their core business hours to handle and manage all cases for that customer. Outside of business hours, cases received are handled by Pooled Premier Engineers. Cases needing ongoing work will be handed off to the named engineer that will take ownership of the case and is responsible for case resolution.
Out-of-Box Functionality (OOB): Standard features generally available for the Subscription Services.
Pooled Technical Support: A group of agents that are assigned cases based on Support and Severity Level in the order the case is received.
Technical Account Manager (TAM): A solution expert with technical and functional experience who works collaboratively with the customers to strategically help customers realize optimal performance and growth.
Version Support
Conga will provide Break-Fix version updates for software versions released in the twelve (12) months (N-2) preceding the last major version made generally available by Conga.
Case Severity Definitions
Every support request is assigned a Severity Level by Conga, with critical production issues prioritized to minimize downtime.
See the severity guide below for details:
Severity Level | Description |
Level 1- Critical | Critical production issue affecting all users, including system unavailability and data integrity issues with no workaround available. |
Level 2- Urgent | Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available. Also includes time-sensitive requests such as requests for feature activation or a data export. |
Level 3- High | System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable. |
Level 4- Medium | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; bug affecting a small number of users. |
Case Resolution
Technical Support will troubleshoot, identify a root cause and provide resolution. The time to resolve a case is defined as the time from creation to the time the engineer provides a resolution. For quick and timely resolution, our Technical Support Case Handling Guidelines outlines the case process and responsibilities.
Product Bug Handling
If a product bug is identified, our Product Engineering team will validate, test and provide a fix in a future release. Customer must upgrade via the Install Center to receive and apply the fix. Conga recommends applying and testing the fix to a non-production environment prior to moving to production environment to minimize critical impact to users.
Contact Conga Support
Access technical support through the Conga Customer Community at: https://community.conga.com/s/login/ via the technical support chat or contact Customer Success directly at: https://community.conga.com/s/get-help-cs.
Submit a support case at: https://community.conga.com/s/allcaseslistview, review open cases, and search our ever-growing library of knowledge articles at: https://community.conga.com/s/knowledge-base –all designed to help you quickly and accurately solve any technical issues.
All customers may register for general access to the Conga Customer Community here:
https://community.conga.com/s/registration.
https://community.conga.com/s/registration.
Effective August 11th 2021 to November 5th 2021
DownloadTable of Contents
Conga offers a variety of support plans, as described below. Customer should select a support plan based on the desired availability, response time, solution complexity, and support engagement.
Self-Service | Base | Summit | Pinnacle | |
Support Plan Pricing | Included in the price of subscription | 10% of net Subscription Services fees ($1,200 support fee minimum) | 18% of net Subscription Services fees ($3,000 support fee minimum) | 25% of net Subscription Services fees ($50,000 support fee minimum) |
Conga Online Self-Service Support (Unlimited Knowledge Users) | Product doc & Conga video library Knowledge base & known issues Ask-a-question & customer forums | |||
Conga Support Admins* (Access to submit cases) | 1 | 2 | 5 | 10 |
Conga Case Initial Response Target | Sev 1-4: 2 business days | Sev 1: 4 bus. hours Sev 2-4: 1 bus. day | Sev 1: 2 hours Sev 2: 3 business hours Sev 3-4: 6 business hours | Sev 1: 1 hour Sev 2: 2 business hours Sev 3-4: 4 business hours |
Case Submission | Online case submission and management | 24/7 online case submission and management 24/5 Inbound Phone/Chat Support (Sun 6pm to Friday 6pm MST) | ||
Weekend Support | N/A | N/A | Sev 1 online case submission | Sev 1 Case Support Ongoing critical case handoff (avail. support admin required) Phone support |
Support Resources | Pooled Technical Support | 24/7 Pooled Technical Support Shared Named Support Specialist (Customer Business Hours)** | ||
Support Scope | Break-Fix Out-of-Box Functionality | Break-Fix OOB and Customization Support Customization Support not to exceed: Conga API supported up to 300 lines per case Conga callbacks supported up to 2000 lines per case | ||
Ongoing Case Update | N/A | Sev 1-2: 1 per week | Sev 1: 1 business day Sev 2-4: 1 per week | Sev 1: 1 per day Sev 2-4: 2 business days |
Escalation Path | N/A | Escalation button available: Sev 1 – Immediately Sev 2-4: after 5 business days 1 escalation open at a time | Escalation button available: Sev 1Immediately Sev 2-4: after 5 business days | Escalation button available: Sev 1 – Immediately Sev 2-4 1 business day After Escalation Button Level 1 – Director Escalation Level 2 - Escalation Manager Level 3 – VP Technical Support |
Technical Account Manager | N/A | N/A | N/A | Available for an additional fee 1 (TAM) :8 (Accounts) = Up to 220 hours/year - $43,750 1:4 = Up to 440 hours/year - $87,500 1:1 = $350,000 |
*Additional Conga Support Admins may be purchased for an additional fee.
**Shared Named Support Specialist is reserved for Level 3 customers paying a minimum of $100,000 support fees per year.
Definitions
Apttus Community: The community provides access to Apttus documentation and resources.
Authorized Conga Support Admin: Designated contacts that receive access to Apttus Install Center, can submit technical support cases, and can add/change community contacts on behalf of the organization.
Break-Fix: OOB product functionality that has been successfully deployed and is no longer working.
Conga Online Self-Service Support: 24x7 Conga Community access to documentation and forums that help provide answers to your questions with the ability to submit cases (Authorized Support Admins Only).
Customization: Added functionality to a product that is not Out-of-Box Functionality.
Customization Support: Break/Fix support of managed packages and customizations within designated guidelines, subject to the Customization Support Policy available for review upon request.
Inbound Phone/Chat Support: Communication channels that provides customers flexible options to reach a live our Technical Support engineers for case submission and assistance.
Initial Response Target: The time from case creation to case assignments and first response from engineer.
Named Support Specialist: An individual that is assigned to a specific customer who supports an average of four Pinnacle customers. The specialist supports the customer during their core business hours to handle and manage all cases for that customer. Outside of business hours, cases received are handled by Pooled Premier Engineers. Cases needing ongoing work will be handed off to the named engineer that will take ownership of the case and is responsible for case resolution.
Out-of-Box Functionality (OOB): Standard features generally available for the Subscription Services.
Pooled Technical Support: A group of agents that are assigned cases based on Support and Severity Level in the order the case is received.
Technical Account Manager (TAM): A solution expert with technical and functional experience who works collaboratively with the customers to strategically help customers realize optimal performance and growth.
Version Support
Conga will provide Break-Fix version updates for software versions released in the twelve (12) months (N-2) preceding the last major version made generally available by Conga.
Case Severity Definitions
Every support request is assigned a Severity Level by Conga, with critical production issues prioritized to minimize downtime.
See the severity guide below for details:
Severity Level | Description |
Level 1- Critical | Critical production issue affecting all users, including system unavailability and data integrity issues with no workaround available. |
Level 2- Urgent | Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available. Also includes time-sensitive requests such as requests for feature activation or a data export. |
Level 3- High | System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable. |
Level 4- Medium | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; bug affecting a small number of users. |
Case Resolution
Technical Support will troubleshoot, identify a root cause and provide resolution. The time to resolve a case is defined as the time from creation to the time the engineer provides a resolution. For quick and timely resolution, our Technical Support Case Handling Guidelines outlines the case process and responsibilities.
Product Bug Handling
If a product bug is identified, our Product Engineering team will validate, test and provide a fix in a future release. Customer must upgrade via the Install Center to receive and apply the fix. Conga recommends applying and testing the fix to a non-production environment prior to moving to production environment to minimize critical impact to users.
Contact Conga Support
Until the integration of Conga and legacy Apttus systems, please use the community portal related to each of your products, as applicable.
Updates and communication will be provided prior to the launch of the new Conga Community.
The authorized Conga Support Admins will be provided with login and contact information. To add additional community knowledge users, please have them register with their company email address on the community home page.
Effective July 30th 2021 to August 11th 2021
DownloadTable of Contents
Conga offers a variety of support plans, as described below. Customer should select a support plan based on the desired availability, response time, solution complexity, and support engagement.
Self-Service | Base | Summit | Pinnacle | |
Support Plan Pricing | Included in the price of subscription | 10% of net Subscription Services fees ($1,200 support fee minimum) | 18% of net Subscription Services fees ($3,000 support fee minimum) | 25% of net Subscription Services fees ($50,000 support fee minimum) |
Conga Online Self-Service Support (Unlimited Knowledge Users) | Product doc & Conga video library Knowledge base & known issues Ask-a-question & customer forums | |||
Conga Support Admins* (Access to submit cases) | 1 | 2 | 5 | 10 |
Conga Case Initial Response Target | Sev 1-4: 2 business days | Sev 1: 4 bus. hours Sev 2-4: 1 bus. day | Sev 1: 2 hours Sev 2: 3 business hours Sev 3-4: 6 business hours | Sev 1: 1 hour Sev 2: 2 business hours Sev 3-4: 4 business hours |
Case Submission | Online case submission and management | 24/7 online case submission and management 24/5 Inbound Phone/Chat Support (Sun 6pm to Friday 6pm MST) | ||
Weekend Support | N/A | N/A | Sev 1 online case submission | Sev 1 Case Support Ongoing critical case handoff (avail. support admin required) Phone support |
Support Resources | Pooled Technical Support | 24/7 Pooled Technical Support Shared Named Support Specialist (Customer Business Hours)** | ||
Support Scope | Break-Fix Out-of-Box Functionality | Break-Fix OOB and Customization Support Customization Support not to exceed: Conga API supported up to 300 lines per case Conga callbacks supported up to 2000 lines per case | ||
Ongoing Case Update | N/A | Sev 1-2: 1 per week | Sev 1: 1 business day Sev 2-4: 1 per week | Sev 1: 1 per day Sev 2-4: 2 business days |
Escalation Path | N/A | Escalation button available: Sev 1 – Immediately Sev 2-4: after 5 business days 1 escalation open at a time | Escalation button available: Sev 1Immediately Sev 2-4: after 5 business days | Escalation button available: Sev 1 – Immediately Sev 2-4 1 business day After Escalation Button Level 1 – Director Escalation Level 2 - Escalation Manager Level 3 – VP Technical Support |
Technical Account Manager | N/A | N/A | N/A | Available for an additional fee 1 (TAM) :8 (Accounts) = Up to 220 hours/year - $30,000 1:4 = Up to 440 hours/year - $60,000 1:1 = $175,000 |
*Additional Conga Support Admins may be purchased for an additional fee.
**Shared Named Support Specialist is reserved for Level 3 customers paying a minimum of $100,000 support fees per year.
Definitions
Apttus Community: The community provides access to Apttus documentation and resources.
Authorized Conga Support Admin: Designated contacts that receive access to Apttus Install Center, can submit technical support cases, and can add/change community contacts on behalf of the organization.
Break-Fix: OOB product functionality that has been successfully deployed and is no longer working.
Conga Online Self-Service Support: 24x7 Conga Community access to documentation and forums that help provide answers to your questions with the ability to submit cases (Authorized Support Admins Only).
Customization: Added functionality to a product that is not Out-of-Box Functionality.
Customization Support: Break/Fix support of managed packages and customizations within designated guidelines, subject to the Customization Support Policy available for review upon request.
Inbound Phone/Chat Support: Communication channels that provides customers flexible options to reach a live our Technical Support engineers for case submission and assistance.
Initial Response Target: The time from case creation to case assignments and first response from engineer.
Named Support Specialist: An individual that is assigned to a specific customer who supports an average of four Pinnacle customers. The specialist supports the customer during their core business hours to handle and manage all cases for that customer. Outside of business hours, cases received are handled by Pooled Premier Engineers. Cases needing ongoing work will be handed off to the named engineer that will take ownership of the case and is responsible for case resolution.
Out-of-Box Functionality (OOB): Standard features generally available for the Subscription Services.
Pooled Technical Support: A group of agents that are assigned cases based on Support and Severity Level in the order the case is received.
Technical Account Manager (TAM): A solution expert with technical and functional experience who works collaboratively with the customers to strategically help customers realize optimal performance and growth.
Version Support
Conga will provide Break-Fix version updates for software versions released in the twelve (12) months (N-2) preceding the last major version made generally available by Conga.
Case Severity Definitions
Every support request is assigned a Severity Level by Conga, with critical production issues prioritized to minimize downtime.
See the severity guide below for details:
Severity Level | Description |
Level 1- Critical | Critical production issue affecting all users, including system unavailability and data integrity issues with no workaround available. |
Level 2- Urgent | Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available. Also includes time-sensitive requests such as requests for feature activation or a data export. |
Level 3- High | System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable. |
Level 4- Medium | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; bug affecting a small number of users. |
Case Resolution
Technical Support will troubleshoot, identify a root cause and provide resolution. The time to resolve a case is defined as the time from creation to the time the engineer provides a resolution. For quick and timely resolution, our Technical Support Case Handling Guidelines outlines the case process and responsibilities.
Product Bug Handling
If a product bug is identified, our Product Engineering team will validate, test and provide a fix in a future release. Customer must upgrade via the Install Center to receive and apply the fix. Conga recommends applying and testing the fix to a non-production environment prior to moving to production environment to minimize critical impact to users.
Contact Conga Support
Until the integration of Conga and legacy Apttus systems, please use the community portal related to each of your products, as applicable.
Updates and communication will be provided prior to the launch of the new Conga Community.
The authorized Conga Support Admins will be provided with login and contact information. To add additional community knowledge users, please have them register with their company email address on the community home page.
Effective May 5th 2021 to July 30th 2021
DownloadTable of Contents
Conga offers a variety of support plans, as described below. Customer should select a support plan based on the desired availability, response time, solution complexity, and support engagement.
Self-Service | Base | Summit | Pinnacle | |
Support Plan Pricing | Included in the price of subscription | 10% of net Subscription Services fees ($1,200 support fee minimum) | 18% of net Subscription Services fees ($3,000 support fee minimum) | 25% of net Subscription Services fees ($50,000 support fee minimum) |
Conga Online Self-Service Support (Unlimited Knowledge Users) | Product doc & Conga video library Knowledge base & known issues Ask-a-question & customer forums | |||
Conga Support Admins* (Access to submit cases) | 1 | 2 | 5 | 10 |
Conga Case Initial Response Target | Sev 1-4: 2 business days | Sev 1: 4 bus. hours Sev 2-4: 1 bus. day | Sev 1: 2 hours Sev 2: 3 business hours Sev 3-4: 6 business hours | Sev 1: 1 hour Sev 2: 2 business hours Sev 3-4: 4 business hours |
Case Submission | Online case submission and management | 24/7 online case submission and management 24/5 Inbound Phone/Chat Support (Sun 6pm to Friday 6pm MST) | ||
Weekend Support | N/A | N/A | Sev 1 online case submission | Sev 1 Case Support Ongoing critical case handoff (avail. support admin required) Phone support |
Support Resources | Pooled Technical Support | 24/7 Pooled Technical Support Shared Named Support Specialist (Customer Business Hours)** | ||
Support Scope | Break-Fix Out-of-Box Functionality | Break-Fix OOB and Customization Support Customization Support not to exceed: Conga API supported up to 300 lines per case Conga callbacks supported up to 2000 lines per case | ||
Ongoing Case Update | N/A | Sev 1-2: 1 per week | Sev 1: 1 business day Sev 2-4: 1 per week | Sev 1: 1 per day Sev 2-4: 2 business days |
Escalation Path | N/A | Escalation button available: Sev 1 – Immediately Sev 2-4: after 5 business days 1 escalation open at a time | Escalation button available: Sev 1Immediately Sev 2-4: after 5 business days | Escalation button available: Sev 1 – Immediately Sev 2-4 1 business day After Escalation Button Level 1 – Director Escalation Level 2 - Escalation Manager Level 3 – VP Technical Support |
Technical Account Manager | N/A | N/A | N/A | Available for an additional fee 1 (TAM) :8 (Accounts) = Up to 220 hours/year - $30,000 1:4 = Up to 440 hours/year - $60,000 1:1 = $175,000 |
*Additional Conga Support Admins may be purchased for an additional fee.
**Shared Named Support Specialist is reserved for Level 3 customers paying a minimum of $100,000 support fees per year.
Definitions
Apttus Community: The community provides access to Apttus documentation and resources.
Authorized Conga Support Admin: Designated contacts that receive access to Apttus Install Center, can submit technical support cases, and can add/change community contacts on behalf of the organization.
Break-Fix: OOB product functionality that has been successfully deployed and is no longer working.
Conga Online Self-Service Support: 24x7 Conga Community access to documentation and forums that help provide answers to your questions with the ability to submit cases (Authorized Support Admins Only).
Customization: Added functionality to a product that is not Out-of-Box Functionality.
Customization Support: Break/Fix support of managed packages and customizations within designated guidelines, subject to the Customization Support Policy available for review upon request.
Inbound Phone/Chat Support: Communication channels that provides customers flexible options to reach a live our Technical Support engineers for case submission and assistance.
Initial Response Target: The time from case creation to case assignments and first response from engineer.
Named Support Specialist: An individual that is assigned to a specific customer who supports an average of four Pinnacle customers. The specialist supports the customer during their core business hours to handle and manage all cases for that customer. Outside of business hours, cases received are handled by Pooled Premier Engineers. Cases needing ongoing work will be handed off to the named engineer that will take ownership of the case and is responsible for case resolution.
Out-of-Box Functionality (OOB): Standard features generally available for the Subscription Services.
Pooled Technical Support: A group of agents that are assigned cases based on Support and Severity Level in the order the case is received.
Technical Account Manager (TAM): A solution expert with technical and functional experience who works collaboratively with the customers to strategically help customers realize optimal performance and growth.
Version Support
Conga will provide Break-Fix version updates for software versions released in the twelve (12) months (N-2) preceding the last major version made generally available by Conga.
Case Severity Definitions
Every support request is assigned a Severity Level by Conga, with critical production issues prioritized to minimize downtime.
See the severity guide below for details:
Severity Level | Definition |
Sev 1 | Critical production issue having significant impact, with no workaround, affecting all users. The service is not available for use, including the failure of any documented features that is listed as a Tier 1 function in the product specifications. For effective Sev 1 support, customers must dedicate resources who are available to work the issue on an ongoing basis until issue is fixed or workaround is provided. |
Sev 2 | Product issue where a documented feature is not available but does not prevent the use of a Tier 1 function in the product specifications. Services are functioning, but there is significant system impact on most Users with no reasonable workaround. Issue preventing go-live within four (4) weeks of go-live date. |
Sev 3 | A documented feature impacting performance or a bug affecting some, but not all users in production or development environment. The documented features is impaired and a short-term workaround is available but does not prevent the use of a Tier 1 function. |
Sev 4 | A level 4 issue is a general question or non-critical issue that may be cosmetic in nature or documentation related. (ii) a bug affecting a user or a small number of users, or (iii) an inconsistent non-reproducible scenario that requires resolution as reasonably practicable. |
Case Resolution
Technical Support will troubleshoot, identify a root cause and provide resolution. The time to resolve a case is defined as the time from creation to the time the engineer provides a resolution. For quick and timely resolution, our Technical Support Case Handling Guidelines outlines the case process and responsibilities.
Product Bug Handling
If a product bug is identified, our Product Engineering team will validate, test and provide a fix in a future release. Customer must upgrade via the Install Center to receive and apply the fix. Conga recommends applying and testing the fix to a non-production environment prior to moving to production environment to minimize critical impact to users.
Contact Conga Support
Until the integration of Conga and legacy Apttus systems, please use the community portal related to each of your products, as applicable.
Updates and communication will be provided prior to the launch of the new Conga Community.
The authorized Conga Support Admins will be provided with login and contact information. To add additional community knowledge users, please have them register with their company email address on the community home page.
Effective March 18th 2020 to May 5th 2021
DownloadTable of Contents
Apttus offers two premier technical support plans, Premier and Premier Plus, as well as basic, Standard support.
Customers should select a support plan based on the desired availability and response time, solution complexity, Apttus expertise and required individual customer engagement.
Standard | Premier | Premier Plus | |
Initial Response Target | 2 business days | Within 4 hours | Within 2 hours |
Apttus Community | Unlimited | Unlimited | Unlimited |
Authorized Support Contacts* | 2 | 5 | 10 |
Online Support | 24/7 | 24/7 | 24/7 |
Inbound Phone/Chat Support | N/A | 24/5 (Sun 6pm PST to Fri 6pm PST) | 24/7 |
Support Specialist | Pooled Engineer | Pooled Engineer | Named Premier Engineer |
Customization Support | Not available | Available for an additional fee | Apttus API supported up to 300 Lines of code per case Apttus callbacks supported up to 2000 lines of code per case |
Escalation Management | Not available | After 24 hours | After 24 hours |
Technical Account Manager (TAM) | Not available | Not available | Named for additional fee |
Apttus Assist | Plans for an additional fee | Plans for an additional fee | Plans for an additional fee |
*Additional Authorized Support Contacts may be purchased for an additional fee.
Definitions:
AMS: Application Managed Services provides proactive ongoing maintenance and enhancement of Apttus application.
Apttus Community: The community provides access to Apttus documentation and resources.
Authorized Support Contacts: Designated contacts that receive access to Apttus Install Center and can submit technical support cases and add/change community contacts on behalf of the organization.
Break/Fix: Apttus functionality that has been successfully deployed and is no longer working.
Customization: Added functionality to a product that is not a standard feature (i.e. “out-of-the-box”) of that product.
Customization Support: Break/Fix support of managed packages and Customization within designated guidelines, subject to the Customization Support Policy available for review upon request.
Inbound Phone/Chat Support: Communication channels that provide Premier and Premier Plus customers flexible options to reach our Technical Support engineers for assistance.
Initial Response Target: The time from case creation to case assignments and first response from engineer.
Named Premier Engineer: An individual that is assigned to a specific customer who supports an average of four Premier Plus customers. The engineer supports the customer during their core business hours to handle and manage all cases for that customer. Outside of business hours, cases received are handled by Pooled Premier Engineers. Cases needing ongoing work will be handed off to the named engineer that will take ownership of the case and is responsible for case resolution.
Online Support: 24x7 Apttus Community access to documentation and forums that help provide answers to your questions with the ability to submit cases (Authorized Support Contacts Only).
Pooled Engineer: A group of engineers that are assigned cases based on Support Level and Severity in the order the case is received.
TAM: A Technical Account Manager (TAM) is a solution expert with years of deep technical and functional experience who works collaboratively with customers after implementation to strategically help customers realize optimal performance and growth.
Version Support:
Apttus will provide Break/Fix version updates for Apttus software versions released in the twelve (12) months (N-2) preceding the last major version made generally available by Apttus.
Case Severity Definitions:
Every support request is assigned a Severity Level by Apttus, with critical production issues prioritized to minimize downtime.
See the severity guide below for details:
Severity Level | Definition |
P0 (Production Only) | Critical production issue affecting all Users. Includes system unavailability, data integrity issues, and bugs having significant impact with no workaround. For effective P0 support, customers must dedicate resources who are available to work on the issue on an ongoing basis until issue is fixed or workaround is provided. |
P1 (Production Only) | Production issue where the Subscription Services are functioning, but there is significant system impact on most Users with no reasonable workaround. Issue preventing go-live within four (4) weeks of go-live date. |
P2 | System performance issue or bug affecting some, but not all Users in production or in a development environment. A short-term workaround is available, but not scalable. Production environment: There is an impact on the business, but your business continues to function by applying workaround. Development environment: Impact on business where the issue is causing your project to no longer continue or migrate into production. |
P3 | Includes (i) an inquiry or non-critical request with no loss of functionality, (ii) a bug affecting a small number of Users, or (iii) an inconsistent non-reproducible scenario that requires resolution as reasonably practicable. |
P4 | Community or documentation questions and feedback. |
Case Resolution:
Technical Support will troubleshoot, identify a root cause and provide resolution. The time to resolve a case is defined as the time from creation to the time the engineer provides a resolution. For quick and timely resolution, our Technical Support Case Handling Guidelines outlines the case process and responsibilities.
Product Bug Handling:
If a product bug is identified, our Product Engineering team will validate, test and provide a fix in a future release. Customer must upgrade via the Install Center to receive and apply the fix. Apttus recommends applying and testing the fix to a non-production environment prior to moving to production environment in order to minimize critical impact to Users.
Contact Apttus Support:
Please refer to the Apttus Community Portal at community.apttus.com. The Authorized Support Contacts of customer will be provided with logins and contact information. To add additional community knowledge users, please have them register with their company email address on the community home page.
Effective February 5th 2019 to March 18th 2020
DownloadTable of Contents
Every Apttus Customer receives one of three selected levels of technical support: Standard, Premier, or Premier Plus. Descriptions for each are set forth in the table below.
Level 1
(Customer SaaS ACV < $300k)
| Standard | Premier | Premier Plus* |
Support Channel | Online only 24 hours x 5 days 1 contact | Shared Phone/Online 24 hours x 7 days 3 contacts | Shared 24 hours x 7 days + Named 8 Hours x 5 days Phone/Online 4 contacts |
Target Response Time | P0: 15 minutes P1, P2, P3, P4: 2 business days | P0: 15 minutes P1: 2 Hours P2, P3, P4: 4 Hours | P0: 15 minutes P1: 1 Hour P2, P3, P4: 2 Hours |
Functionality Scope | Out-of-the-box | Customization consult | Customization support |
Self-Service Access | Customer forums, knowledge base | Customer forums, knowledge base | Customer forums, knowledge base, dashboard |
Application Management Support | - | - | 0.1 FTE |
Education Services | Quick start videos | Premier eLearning content | Premier eLearning content |
(Customer SaaS ACV ≥ $300k < $1m)
| Standard | Premier | Premier Plus |
Support Channel | Online only 24 hours x 5 days 1 contact | Shared Phone/Online 24 hours x 7 days 5 contacts | Shared 24 hours x 7 days + Named 8 Hours x 5 days Phone/Online 7 contacts |
Target Response Time | P0: 15 minutes P1, P2, P3, P4: 2 business days | P0: 15 minutes P1: 2 Hours P2, P3, P4: 4 Hours | P0: 15 minutes P1: 1 Hour P2, P3, P4: 2 Hours |
Functionality Scope | Out-of-the-box | Customization consult | Customization support |
Self-Service Access | Customer forums, knowledge base | Customer forums, knowledge base | Customer forums, knowledge base, dashboard |
Advisory Services | - | Annual Basic Solution Assessment | Semi-annual Advanced Solution Assessment by named resource |
Application Management Support | - | 0.2 FTE | 0.4 FTE |
Education Services | Quick start videos | Premier eLearning content | Premier eLearning content |
Level 3
(Customer SaaS ACV ≥ $1m)
| Standard | Premier | Premier Plus |
Support Channel | Online only 24 hours x 5 days 1 contact | Shared Phone/Online 24 hours x 7 days 9 contacts | Shared 24 hours x 7 days + Named 8 Hours x 5 days Phone/Online 12 contacts |
Target Response Time | P0: 15 minutes P1, P2, P3, P4: 2 business days | P0: 15 minutes P1: 2 Hours P2, P3, P4: 4 Hours | P0: 15 minutes P1: 1 Hour P2, P3, P4: 2 Hours |
Functionality Scope | Out-of-the-box | Customization consult | Customization support |
Self-Service Access | Customer forums, knowledge base | Customer forums, knowledge base | Customer forums, knowledge base, dashboard |
Advisory Services | - | Annual Basic Solution Assessment | Semi-annual Advanced Solution Assessment by named resource |
Application Management Support | - | 0.5 FTE | 1 FTE |
Education Services | Quick start videos | Premier eLearning content | Premier eLearning content |
*Level 1 Premier Plus only available to Customers purchasing a minimum of $50,000 per year in technical support.
Definitions:
“Advanced Solution Assessment” includes solution review, upgrade planning, roadmap development, performance benchmarking, custom code review, use case optimization, and adoption planning.
“Application Management Support” or “AMS” means environment & release management product catalog and pricing maintenance, identity & access management, reporting & analytics, configuration, upgrade support, customization maintenance, performance and migrations. AMS is subject to the AMS Terms & Conditions found here: http://legal.apttus.com/#apttus-application-management-support.
“Basic Solution Assessment” includes solution review and upgrade planning.
“Hour(s)” means Customer’s primary location business hours.
Version Support:
Apttus will provide break/fix version updates for Apttus software versions released in the twelve (12) months preceding the last version made generally available by Apttus.
Case Severity Definitions:
Every support request is assigned a severity level, with critical issues prioritized to ensure minimal downtime for customers. See the guide below for details.
Severity Level | Definition | Apttus Service Level Targets (SLTs) |
Trivial (P4) | No loss of functionality and no need for a workaround. | Apttus will consider enhancement requests for inclusion in a later release. |
Minor (P3) | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; or bug affecting a small number of users or insignificant business impact. A reasonable workaround is available. | Apttus will consider enhancement requests for inclusion in a later release. |
Major (P2) | Significant loss of functionality. System performance issue or bug affecting some but not all users. A short-term workaround is available, but not scalable. | Apttus and the customer will develop a timeframe for resolving the issue. |
Critical (P1) | Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround is available. | Apttus will attempt to provide a solution or acceptable workaround within 48 hours during business days. If this timeframe is not met, the customer will be given an update each business day until a solution or acceptable workaround is found. |
Mission Critical (P0) | Critical production issue affecting all users, including system unavailability, data integrity issues, or bugs having a significant impact. No workaround available. | Apttus will attempt to provide a resolution within 24 hours; if this timeframe is not met, the customer will be given an update every 24 hours until a resolution is found. |
Escalation Channels:
Available to all customers
- Escalation button available on community portal
Available only to Premier or Premier Plus customers
- Escalation Manager
- Support Director
- VP Global Support
Contact Apttus Support:
Please refer to the Apttus Community Portal at http://community.apttus.com. The authorized support contacts of our customers will be provided with logins and the contact information of Apttus Support.
Effective December 11th 2018 to February 5th 2019
DownloadTable of Contents
Every Apttus Customer receives one of three selected levels of technical support: Standard, Premier, or Premier Plus. Descriptions for each are set forth in the table below.
Level 1
(Customer SaaS ACV < $300k)
| Standard | Premier | Premier Plus* |
Support Channel | Online only 24 hours x 5 days 1 contact | Shared Phone/Online 24 hours x 7 days 3 contacts | Shared 24 hours x 7 days + Named 8 Hours x 5 days Phone/Online 4 contacts |
Target Response Time | P0: 15 minutes P1, P2, P3, P4: 2 business days | P0: 15 minutes P1: 2 Hours P2, P3, P4: 4 Hours | P0: 15 minutes P1: 1 Hour P2, P3, P4: 2 Hours |
Functionality Scope | Out-of-the-box | Customization consult | Customization support |
Self-Service Access | Customer forums, knowledge base | Customer forums, knowledge base | Customer forums, knowledge base, dashboard |
Application Management Support | - | - | 0.2 FTE |
Education Services | Quick start videos | Premier eLearning content | Premier eLearning content |
(Customer SaaS ACV ≥ $300k < $1m)
| Standard | Premier | Premier Plus |
Support Channel | Online only 24 hours x 5 days 1 contact | Shared Phone/Online 24 hours x 7 days 5 contacts | Shared 24 hours x 7 days + Named 8 Hours x 5 days Phone/Online 7 contacts |
Target Response Time | P0: 15 minutes P1, P2, P3, P4: 2 business days | P0: 15 minutes P1: 2 Hours P2, P3, P4: 4 Hours | P0: 15 minutes P1: 1 Hour P2, P3, P4: 2 Hours |
Functionality Scope | Out-of-the-box | Customization consult | Customization support |
Self-Service Access | Customer forums, knowledge base | Customer forums, knowledge base | Customer forums, knowledge base, dashboard |
Advisory Services | - | Annual Basic Solution Assessment | Semi-annual Advanced Solution Assessment by named resource |
Application Management Support | - | 0.4 FTE | 0.8 FTE |
Education Services | Quick start videos | Premier eLearning content | Premier eLearning content |
Level 3
(Customer SaaS ACV ≥ $1m)
| Standard | Premier | Premier Plus |
Support Channel | Online only 24 hours x 5 days 1 contact | Shared Phone/Online 24 hours x 7 days 9 contacts | Shared 24 hours x 7 days + Named 8 Hours x 5 days Phone/Online 12 contacts |
Target Response Time | P0: 15 minutes P1, P2, P3, P4: 2 business days | P0: 15 minutes P1: 2 Hours P2, P3, P4: 4 Hours | P0: 15 minutes P1: 1 Hour P2, P3, P4: 2 Hours |
Functionality Scope | Out-of-the-box | Customization consult | Customization support |
Self-Service Access | Customer forums, knowledge base | Customer forums, knowledge base | Customer forums, knowledge base, dashboard |
Advisory Services | - | Annual Basic Solution Assessment | Semi-annual Advanced Solution Assessment by named resource |
Application Management Support | - | 1 FTE | 2 FTE |
Education Services | Quick start videos | Premier eLearning content | Premier eLearning content |
*Level 1 Premier Plus only available to Customers purchasing a minimum of $50,000 per year in technical support.
Definitions:
“Advanced Solution Assessment” includes solution review, upgrade planning, roadmap development, performance benchmarking, custom code review, use case optimization, and adoption planning.
“Application Management Support” or “AMS” means environment & release management product catalog and pricing maintenance, identity & access management, reporting & analytics, configuration, upgrade support, customization maintenance, performance and migrations. AMS is subject to the AMS Terms & Conditions found here: http://legal.apttus.com/#apttus-application-management-support.
“Basic Solution Assessment” includes solution review and upgrade planning.
“Hour(s)” means Customer’s primary location business hours.
Version Support:
Apttus will provide break/fix version updates for Apttus software versions released in the twelve (12) months preceding the last version made generally available by Apttus.
Case Severity Definitions:
Every support request is assigned a severity level, with critical issues prioritized to ensure minimal downtime for customers. See the guide below for details.
Severity Level | Definition | Apttus Service Level Targets (SLTs) |
Trivial (P4) | No loss of functionality and no need for a workaround. | Apttus will consider enhancement requests for inclusion in a later release. |
Minor (P3) | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; or bug affecting a small number of users or insignificant business impact. A reasonable workaround is available. | Apttus will consider enhancement requests for inclusion in a later release. |
Major (P2) | Significant loss of functionality. System performance issue or bug affecting some but not all users. A short-term workaround is available, but not scalable. | Apttus and the customer will develop a timeframe for resolving the issue. |
Critical (P1) | Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround is available. | Apttus will attempt to provide a solution or acceptable workaround within 48 hours during business days. If this timeframe is not met, the customer will be given an update each business day until a solution or acceptable workaround is found. |
Mission Critical (P0) | Critical production issue affecting all users, including system unavailability, data integrity issues, or bugs having a significant impact. No workaround available. | Apttus will attempt to provide a resolution within 24 hours; if this timeframe is not met, the customer will be given an update every 24 hours until a resolution is found. |
Escalation Channels:
Available to all customers
- Escalation button available on community portal
Available only to Premier or Premier Plus customers
- Escalation Manager
- Support Director
- VP Global Support
Contact Apttus Support:
Please refer to the Apttus Community Portal at http://community.apttus.com. The authorized support contacts of our customers will be provided with logins and the contact information of Apttus Support.
Effective November 28th 2018 to December 11th 2018
DownloadTable of Contents
Every Apttus Customer receives one of three selected levels of technical support: Standard, Premier, or Premier Plus. Descriptions for each are set forth in the table below.
Level 1
(Customer SaaS ACV < $300k)
| Standard | Premier | Premier Plus* |
Support Channel | Online only 1 contact | Shared 24 hours x 7 days Phone/Online 3 contacts | Shared 24 hours x 7 days + Named 8 Hours x 5 days Phone/Online 4 contacts |
Target Response Time | P0: 15 minutes P1, P2, P3, P4: 2 business days | P0: 15 minutes P1: 2 Hours P2, P3, P4: 4 Hours | P0: 15 minutes P1: 1 Hour P2, P3, P4: 2 Hours |
Functionality Scope | Out-of-the-box | Customization consult | Customization support |
Self-Service Access | Customer forums, knowledge base | Customer forums, knowledge base | Customer forums, knowledge base, dashboard |
Application Management Support | - | - | 0.2 FTE |
Education Services | Quick start videos | Premier eLearning content | Premier eLearning content |
(Customer SaaS ACV ≥ $300k < $1m)
| Standard | Premier | Premier Plus |
Support Channel | Online only 1 contact | Shared 24 hours x 7 days Phone/Online 5 contacts | Shared 24 hours x 7 days + Named 8 Hours x 5 days Phone/Online 7 contacts |
Target Response Time | P0: 15 minutes P1, P2, P3, P4: 2 business days | P0: 15 minutes P1: 2 Hours P2, P3, P4: 4 Hours | P0: 15 minutes P1: 1 Hour P2, P3, P4: 2 Hours |
Functionality Scope | Out-of-the-box | Customization consult | Customization support |
Self-Service Access | Customer forums, knowledge base | Customer forums, knowledge base | Customer forums, knowledge base, dashboard |
Advisory Services | - | Annual Basic Solution Assessment | Semi-annual Advanced Solution Assessment by named resource |
Application Management Support | - | 0.4 FTE | 0.8 FTE |
Education Services | Quick start videos | Premier eLearning content | Premier eLearning content |
Level 3
(Customer SaaS ACV ≥ $1m)
| Standard | Premier | Premier Plus |
Support Channel | Online only 1 contact | Shared 24 hours x 7 days Phone/Online 9 contacts | Shared 24 hours x 7 days + Named 8 Hours x 5 days Phone/Online 12 contacts |
Target Response Time | P0: 15 minutes P1, P2, P3, P4: 2 business days | P0: 15 minutes P1: 2 Hours P2, P3, P4: 4 Hours | P0: 15 minutes P1: 1 Hour P2, P3, P4: 2 Hours |
Functionality Scope | Out-of-the-box | Customization consult | Customization support |
Self-Service Access | Customer forums, knowledge base | Customer forums, knowledge base | Customer forums, knowledge base, dashboard |
Advisory Services | - | Annual Basic Solution Assessment | Semi-annual Advanced Solution Assessment by named resource |
Application Management Support | - | 1 FTE | 2 FTE |
Education Services | Quick start videos | Premier eLearning content | Premier eLearning content |
*Level 1 Premier Plus only available to Customers purchasing a minimum of $50,000 per year in technical support.
Definitions:
“Advanced Solution Assessment” includes solution review, upgrade planning, roadmap development, performance benchmarking, custom code review, use case optimization, and adoption planning.
“Application Management Support” or “AMS” means environment & release management product catalog and pricing maintenance, identity & access management, reporting & analytics, configuration, upgrade support, customization maintenance, performance and migrations. AMS is subject to the AMS Terms & Conditions found here: http://legal.apttus.com/#apttus-application-management-support.
“Basic Solution Assessment” includes solution review and upgrade planning.
“Hour(s)” means Customer’s primary location business hours.
Version Support:
Apttus will provide break/fix version updates for Apttus software versions released in the twelve (12) months preceding the last version made generally available by Apttus.
Case Severity Definitions:
Every support request is assigned a severity level, with critical issues prioritized to ensure minimal downtime for customers. See the guide below for details.
Severity Level | Definition | Apttus Service Level Targets (SLTs) |
Trivial (P4) | No loss of functionality and no need for a workaround. | Apttus will consider enhancement requests for inclusion in a later release. |
Minor (P3) | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; or bug affecting a small number of users or insignificant business impact. A reasonable workaround is available. | Apttus will consider enhancement requests for inclusion in a later release. |
Major (P2) | Significant loss of functionality. System performance issue or bug affecting some but not all users. A short-term workaround is available, but not scalable. | Apttus and the customer will develop a timeframe for resolving the issue. |
Critical (P1) | Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround is available. | Apttus will attempt to provide a solution or acceptable workaround within 48 hours during business days. If this timeframe is not met, the customer will be given an update each business day until a solution or acceptable workaround is found. |
Mission Critical (P0) | Critical production issue affecting all users, including system unavailability, data integrity issues, or bugs having a significant impact. No workaround available. | Apttus will attempt to provide a resolution within 24 hours; if this timeframe is not met, the customer will be given an update every 24 hours until a resolution is found. |
Escalation Channels:
Available to all customers
- Escalation button available on community portal
Available only to Premier or Premier Plus customers
- Escalation Manager
- Support Director
- VP Global Support
Contact Apttus Support:
Please refer to the Apttus Community Portal at http://community.apttus.com. The authorized support contacts of our customers will be provided with logins and the contact information of Apttus Support.
Effective July 27th 2018 to November 28th 2018
DownloadSummary of changes
Removed row "Success Resources"
Table of Contents
Every APTTUS Customer receives one of three selected levels of Technical Support: Standard, Premier, or Premier Plus. Descriptions for each are set forth in the table below.
Standard | Premier | Premier + | |
---|---|---|---|
Support Initial Response Time | 2 Business Days Or Less | 2 Business Hours Or Less | 2 Business Hours Or Less |
Support Channels | Online Case Submission | Online Case Submission 24/5 Phone Support 24/5 Live Chat 24/7 Critical Support | Online Case Submission 24/5 Phone Support 24/5 Live Chat 24/7 Critical Support |
Support Scope | Out-of-the-box Functionality | Out-of-the-box Functionality Consultation on APTTUS-applied Customizations | Out-of-the-box Functionality Consultation and Break/Fix* Support on APTTUS-applied Customizations |
Authorized Support Contacts** | Full Access for 2 Users | Full Access for 5 Users | Full Access for 7 Users |
Online Community | Unlimited | Unlimited | Unlimited |
Developer Support | Access to Skilled Technical Resources | Access to Skilled Technical Resources | |
Administration Support | 10 Hours Managed Support Services Per Month | ||
Training | Quick-Start Videos | Unlimited Access to Premier Training Content | Unlimited Access to Premium Training Content APTTUS University Course Credit |
* By utilizing the Managed Support Services hours included in the plan
** Required for submission of support tickets, package installs, and select training
Version Support
APTTUS will provide break/fix version updates for APTTUS software versions released in the twelve (12) months preceding the last version made generally available by APTTUS.
Case Severity Definitions
Every support request is assigned a severity level, with critical issues prioritized to ensure minimal downtime for APTTUS customers. See the guide below for details.
Severity Level | Definition | APTTUS Service Level Targets (SLT's) |
---|---|---|
Trivial (P4) | No loss of functionality, No need for a workaround. | APTTUS will consider enhancement requests for inclusion in a later release. |
Minor (P3) | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; bug affecting a small number of users or insignificant business impact. Reasonable workaround available. | APTTUS will consider enhancement requests for inclusion in a later release. |
Major (P2) | Significant loss of functionality. System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable. | If business can continue without considerable impediment, APTTUS and the customer will develop a timeframe for resolving the issue. |
Critical (P1) | Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available. | APTTUS will attempt to provide a solution or acceptable workaround within 48 hours during business days; if this timeframe is not met, the customer will be given an update each business day until a solution or acceptable workaround is found. |
Mission Critical (P0) | Critical production issue affecting all users, including system unavailability, data integrity issues, or bugs having a significant impact. No workaround available. | APTTUS will attempt to provide a resolution within 24 hours; if this timeframe is not met, the customer will be given an update every 24 hours until a resolution is found. |
Escalation Channels
Available to all customers
- Escalation Button available on Community Portal
Available only to Premier or Premier Plus Customers
- Escalation Manager
- Support Director
- VP Global Support
Contact APTTUS Support
Please refer to the APTTUS Community Portal at https://apttusportal.force.com/community . The Authorized Support Contacts of our customers will be provided with logins and the contact information of APTTUS Support.
Effective July 27th 2018 to July 27th 2018
DownloadSummary of changes
Removed row "Developer Resources"
Table of Contents
Every APTTUS Customer receives one of three selected levels of Technical Support: Standard, Premier, or Premier Plus. Descriptions for each are set forth in the table below.
Standard | Premier | Premier + | |
---|---|---|---|
Support Initial Response Time | 2 Business Days Or Less | 2 Business Hours Or Less | 2 Business Hours Or Less |
Support Channels | Online Case Submission | Online Case Submission 24/5 Phone Support 24/5 Live Chat 24/7 Critical Support | Online Case Submission 24/5 Phone Support 24/5 Live Chat 24/7 Critical Support |
Support Scope | Out-of-the-box Functionality | Out-of-the-box Functionality Consultation on APTTUS-applied Customizations | Out-of-the-box Functionality Consultation and Break/Fix* Support on APTTUS-applied Customizations |
Authorized Support Contacts** | Full Access for 2 Users | Full Access for 5 Users | Full Access for 7 Users |
Online Community | Unlimited | Unlimited | Unlimited |
Success Resources | Shared Technical Support & Customer Success Resources | Shared Premier Technical Support and Customer Success Resources | Named Technical Support Specialist Named Customer Success Manager |
Administration Support | 10 Hours Managed Support Services Per Month | ||
Training | Quick-Start Videos | Unlimited Access to Premier Training Content | Unlimited Access to Premium Training Content APTTUS University Course Credit |
* By utilizing the Managed Support Services hours included in the plan
** Required for submission of support tickets, package installs, and select training
Version Support
APTTUS will provide break/fix version updates for APTTUS software versions released in the twelve (12) months preceding the last version made generally available by APTTUS.
Case Severity Definitions
Every support request is assigned a severity level, with critical issues prioritized to ensure minimal downtime for APTTUS customers. See the guide below for details.
Severity Level | Definition | APTTUS Service Level Targets (SLT's) |
---|---|---|
Trivial (P4) | No loss of functionality, No need for a workaround. | APTTUS will consider enhancement requests for inclusion in a later release. |
Minor (P3) | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; bug affecting a small number of users or insignificant business impact. Reasonable workaround available. | APTTUS will consider enhancement requests for inclusion in a later release. |
Major (P2) | Significant loss of functionality. System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable. | If business can continue without considerable impediment, APTTUS and the customer will develop a timeframe for resolving the issue. |
Critical (P1) | Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available. | APTTUS will attempt to provide a solution or acceptable workaround within 48 hours during business days; if this timeframe is not met, the customer will be given an update each business day until a solution or acceptable workaround is found. |
Mission Critical (P0) | Critical production issue affecting all users, including system unavailability, data integrity issues, or bugs having a significant impact. No workaround available. | APTTUS will attempt to provide a resolution within 24 hours; if this timeframe is not met, the customer will be given an update every 24 hours until a resolution is found. |
Escalation Channels
Available to all customers
- Escalation Button available on Community Portal
Available only to Premier or Premier Plus Customers
- Escalation Manager
- Support Director
- VP Global Support
Contact APTTUS Support
Please refer to the APTTUS Community Portal at https://apttusportal.force.com/community . The Authorized Support Contacts of our customers will be provided with logins and the contact information of APTTUS Support.
Effective July 7th 2017 to July 27th 2018
DownloadSummary of changes
Capitalization
Table of Contents
Every APTTUS Customer receives one of three selected levels of Technical Support: Standard, Premier, or Premier Plus. Descriptions for each are set forth in the table below.
Standard | Premier | Premier + | |
---|---|---|---|
Support Initial Response Time | 2 Business Days Or Less | 2 Business Hours Or Less | 2 Business Hours Or Less |
Support Channels | Online Case Submission | Online Case Submission 24/5 Phone Support 24/5 Live Chat 24/7 Critical Support | Online Case Submission 24/5 Phone Support 24/5 Live Chat 24/7 Critical Support |
Support Scope | Out-of-the-box Functionality | Out-of-the-box Functionality Consultation on APTTUS-applied Customizations | Out-of-the-box Functionality Consultation and Break/Fix* Support on APTTUS-applied Customizations |
Authorized Support Contacts** | Full Access for 2 Users | Full Access for 5 Users | Full Access for 7 Users |
Online Community | Unlimited | Unlimited | Unlimited |
Success Resources | Shared Technical Support & Customer Success Resources | Shared Premier Technical Support and Customer Success Resources | Named Technical Support Specialist Named Customer Success Manager |
Developer Support | Access to Skilled Technical Resources | Access to Skilled Technical Resources | |
Administration Support | 10 Hours Managed Support Services Per Month | ||
Training | Quick-Start Videos | Unlimited Access to Premier Training Content | Unlimited Access to Premium Training Content APTTUS University Course Credit |
* By utilizing the Managed Support Services hours included in the plan
** Required for submission of support tickets, package installs, and select training
Version Support
APTTUS will provide break/fix version updates for APTTUS software versions released in the twelve (12) months preceding the last version made generally available by APTTUS.
Case Severity Definitions
Every support request is assigned a severity level, with critical issues prioritized to ensure minimal downtime for APTTUS customers. See the guide below for details.
Severity Level | Definition | APTTUS Service Level Targets (SLT's) |
---|---|---|
Trivial (P4) | No loss of functionality, No need for a workaround. | APTTUS will consider enhancement requests for inclusion in a later release. |
Minor (P3) | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; bug affecting a small number of users or insignificant business impact. Reasonable workaround available. | APTTUS will consider enhancement requests for inclusion in a later release. |
Major (P2) | Significant loss of functionality. System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable. | If business can continue without considerable impediment, APTTUS and the customer will develop a timeframe for resolving the issue. |
Critical (P1) | Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available. | APTTUS will attempt to provide a solution or acceptable workaround within 48 hours during business days; if this timeframe is not met, the customer will be given an update each business day until a solution or acceptable workaround is found. |
Mission Critical (P0) | Critical production issue affecting all users, including system unavailability, data integrity issues, or bugs having a significant impact. No workaround available. | APTTUS will attempt to provide a resolution within 24 hours; if this timeframe is not met, the customer will be given an update every 24 hours until a resolution is found. |
Escalation Channels
Available to all customers
- Escalation Button available on Community Portal
Available only to Premier or Premier Plus Customers
- Escalation Manager
- Support Director
- VP Global Support
Contact APTTUS Support
Please refer to the APTTUS Community Portal at https://apttusportal.force.com/community. The Authorized Support Contacts of our customers will be provided with logins and the contact information of APTTUS Support.
Effective April 3rd 2017 to July 7th 2017
DownloadTable of Contents
Every APTTUS Customer receives one of three selected levels of Technical Support: Standard, Premier, or Premier Plus. Descriptions for each are set forth in the table below.
Standard | Premier | Premier + | |
---|---|---|---|
Support Initial Response Time | 2 Business Days Or Less | 2 Business Hours Or Less | 2 Business Hours Or Less |
Support Channels | Online Case Submission | Online Case Submission 24/5 Phone Support 24/5 Live Chat 24/7 Critical Support | Online Case Submission 24/5 Phone Support 24/5 Live Chat 24/7 Critical Support |
Support Scope | Out-of-the-box Functionality | Out-of-the-box Functionality Consultation on Apttus-applied Customizations | Out-of-the-box Functionality Consultation and Break/Fix* Support on Apttus-applied Customizations |
Authorized Support Contacts** | Full Access for 2 Users | Full Access for 5 Users | Full Access for 7 Users |
Online Community | Unlimited | Unlimited | Unlimited |
Success Resources | Shared Technical Support & Customer Success Resources | Shared Premier Technical Support and Customer Success Resources | Named Technical Support Specialist Named Customer Success Manager |
Developer Support | Access to Skilled Technical Resources | Access to Skilled Technical Resources | |
Administration Support | 10 Hours Managed Support Services Per Month | ||
Training | Quick-Start Videos | Unlimited Access to Premier Training Content | Unlimited Access to Premium Training Content Apttus University Course Credit |
* By utilizing the Managed Support Services hours included in the plan
** Required for submission of support tickets, package installs, and select training
** Required for submission of support tickets, package installs, and select training
Version Support
Apttus will provide break/fix version updates for Apttus software versions released in the twelve (12) months preceding the last version made generally available by Apttus.
Case Severity Definitions
Every support request is assigned a severity level, with critical issues prioritized to ensure minimal downtime for Apttus customers. See the guide below for details.
Severity Level | Definition | Apttus Service Level Targets (SLT's) |
---|---|---|
Trivial (P4) | No loss of functionality, No need for a workaround. | Apttus will consider enhancement requests for inclusion in a later release. |
Minor (P3) | Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; bug affecting a small number of users or insignificant business impact. Reasonable workaround available. | Apttus will consider enhancement requests for inclusion in a later release. |
Major (P2) | Significant loss of functionality. System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable. | If business can continue without considerable impediment, Apttus and the customer will develop a timeframe for resolving the issue. |
Critical (P1) | Major functionality is impacted or significant performance degradation is experienced. Issue is persistent and affects many users and/or major functionality. No reasonable workaround available. | Apttus will attempt to provide a solution or acceptable workaround within 48 hours during business days; if this timeframe is not met, the customer will be given an update each business day until a solution or acceptable workaround is found. |
Mission Critical (P0) | Critical production issue affecting all users, including system unavailability, data integrity issues, or bugs having a significant impact. No workaround available. | Apttus will attempt to provide a resolution within 24 hours; if this timeframe is not met, the customer will be given an update every 24 hours until a resolution is found. |
Escalation Channels
Available to all customers
- Escalation Button available on Community Portal
Available only to Premier or Premier Plus Customers
- Escalation Manager
- Support Director
- VP Global Support
Contact Apttus Support
Please refer to the Apttus Community Portal at https://apttusportal.force.com/community. The Authorized Support Contacts of our customers will be provided with logins and the contact information of Apttus Support.
Service Level Agreement
Effective May 23rd 2024
DownloadTable of Contents
This Service Level Agreement (“SLA”) applies in addition to the Master Services Agreement, or similar subscription agreement, (whether formed by separately executed agreement or by acceptance of the Master Services Agreement located at https://legal.conga.com/#master-services-agreement) in place between Conga Corporation ("Conga") and Customer (“Agreement”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
Definitions:
“Subscription Services” means the the online subscription services, including associated offline components, provided or managed by Conga.
Availability: Conga warrants the Subscription Services will generally be available 99.5% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99.5%
total - excluded
Where:
- total means the total number of minutes for the quarter
- nonexcluded means downtime that is not excluded
- excluded means the following:
- Any planned downtime. (NOTE - Conga planned downtime for scheduled maintenance takes place between 10:00 pm Friday and 1:00 pm PST Sunday. If the Subscription Services are hosted on the salesforce.com platform, then Conga will use the same maintenance schedule as published and used by salesforce.com.)
- Any period of unavailability lasting less than 5 minutes.
- Any unavailability caused by circumstances beyond Conga’s reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Conga employees), or delays involving hardware, software or power systems not within Conga possession or reasonable control, and network intrusions or denial of service attacks.
Except as provided in the preceding sentence, unavailability for some specific features or functions within the Subscription Services, while others remain available, will not constitute unavailability of the Subscription Services.
Penalties: Should Conga fail to meet 99.5% general availability of the Subscription Services for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Subscription Services, Customer may continue to use the Subscription Services, but will receive credit for one half day of its Conga subscription, in that quarter, for each two hours of general Subscription Services unavailability below 99.5%. Any such credit may be applied only against future invoices for Subscription Services. The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@conga.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, Conga will provide to Customer a record of Subscription Services availability for the period in question. Conga will only provide records of system availability in response to good faith Customer claims.
Effective November 19th 2021 to May 23rd 2024
DownloadTable of Contents
This Service Level Agreement (“SLA”) applies in addition to the Master Services Agreement, or similar subscription agreement, (whether formed by separately executed agreement or by acceptance of the Master Services Agreement located at https://legal.conga.com/#master-services-agreement) in place between Apttus Corporation ("Conga") and Customer (“Agreement”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
Definitions:
“Subscription Services” means the the online subscription services, including associated offline components, provided or managed by Conga.
Availability: Conga warrants the Subscription Services will generally be available 99.5% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99.5%
total - excluded
Where:
- total means the total number of minutes for the quarter
- nonexcluded means downtime that is not excluded
- excluded means the following:
- Any planned downtime. (NOTE - Conga planned downtime for scheduled maintenance takes place between 10:00 pm Friday and 1:00 pm PST Sunday. If the Subscription Services are hosted on the salesforce.com platform, then Conga will use the same maintenance schedule as published and used by salesforce.com.)
- Any period of unavailability lasting less than 5 minutes.
- Any unavailability caused by circumstances beyond Conga’s reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Conga employees), or delays involving hardware, software or power systems not within Conga possession or reasonable control, and network intrusions or denial of service attacks.
Except as provided in the preceding sentence, unavailability for some specific features or functions within the Subscription Services, while others remain available, will not constitute unavailability of the Subscription Services.
Penalties: Should Conga fail to meet 99.5% general availability of the Subscription Services for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Subscription Services, Customer may continue to use the Subscription Services, but will receive credit for one half day of its Conga subscription, in that quarter, for each two hours of general Subscription Services unavailability below 99.5%. Any such credit may be applied only against future invoices for Subscription Services. The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@conga.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, Conga will provide to Customer a record of Subscription Services availability for the period in question. Conga will only provide records of system availability in response to good faith Customer claims.
Effective June 18th 2021 to November 19th 2021
DownloadTable of Contents
This Service Level Agreement (“SLA”) applies in addition to the Master Services Agreement, or similar subscription agreement, (whether formed by separately executed agreement or by acceptance of the Master Services Agreement located at https://legal.conga.com/#master-services-agreement) in place between Apttus Corporation ("Conga") and Customer (“Agreement”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
Definitions:
“Subscription Services” means the the online subscription services, including associated offline components, provided or managed by Conga.
Availability: Conga warrants the Subscription Services will generally be available 99.5% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99.5%
total - excluded
Where:
- total means the total number of minutes for the quarter
- nonexcluded means downtime that is not excluded
- excluded means the following:
- Any planned downtime. (NOTE - Conga planned downtime for scheduled maintenance takes place between 10:00 pm Friday and 1:00 pm PST Sunday. If the Subscription Services are hosted on the salesforce.com platform, then Conga will use the same maintenance schedule as published and used by salesforce.com.)
- Any period of unavailability lasting less than 5 minutes.
- Any unavailability caused by circumstances beyond Conga’s reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Conga employees), or delays involving hardware, software or power systems not within Conga possession or reasonable control, and network intrusions or denial of service attacks.
In addition, downtime shall include minutes when the Subscription Services did not perform in substantial conformance with any applicable Tier 1 Functions, which are listed at: https://conga.com/product-specifications. Except as provided in the preceding sentence, unavailability for some specific features or functions within the Subscription Services, while others remain available, will not constitute unavailability of the Subscription Services.
Penalties: Should Conga fail to meet 99.5% general availability of the Subscription Services for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Subscription Services, Customer may continue to use the Subscription Services, but will receive credit for one half day of its Conga subscription, in that quarter, for each two hours of general Subscription Services unavailability below 99.5%. Any such credit may be applied only against future invoices for Subscription Services. The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@conga.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, Conga will provide to Customer a record of Subscription Services availability for the period in question. Conga will only provide records of system availability in response to good faith Customer claims.
Effective May 27th 2021 to June 18th 2021
DownloadTable of Contents
This Service Level Agreement (“SLA”) applies in addition to the Master Services Agreement, or similar subscription agreement, (whether formed by separately executed agreement or by acceptance of the Master Services Agreement located at https://legal.conga.com/#master-services-agreement) in place between Apttus Corporation ("Conga") and Customer (“Agreement”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
Conga may amend this SLA from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this SLA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the effective date of an amendment will confirm Customer’s consent thereto. This SLA may not be amended in any other way except through a written agreement by authorized representatives of each party.
Definitions.
“Subscription Services” means the the online subscription services, including associated offline components, related online training and packaged technical support services provided or managed by Conga.
Availability: Conga warrants the Subscription Services will generally be available 99% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99%
total – excluded
Where:
total means the total number of minutes for the quarter
nonexcluded means downtime that is not excluded
excluded means the following:
- Any planned downtime. (NOTE - Conga planned downtime for scheduled maintenance takes place between 12:00 am and 11:59 am PT Saturdays. If the Subscription Services are hosted on the salesforce.com platform, then Conga will use the same maintenance schedule as published and used by salesforce.com.)
- Any period of unavailability lasting less than 5 minutes.
- Any unavailability caused by circumstances beyond Conga’s reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Conga employees), or delays involving hardware, software or power systems not within Conga possession or reasonable control, and network intrusions or denial of service attacks.
Unavailability for some specific features or functions within the Subscription Services, while others remain available, will not constitute unavailability of the Subscription Services, so long as the unavailable features or functions are not, in the aggregate, material to the Subscription Services as a whole.
Penalties: Should Conga fail to meet 99% general availability of the Subscription Services for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Subscription Services, Customer may continue to use the Subscription Services, but will receive credit for one half day of its Conga subscription, in that quarter, for each two hours of general Subscription Services unavailability below 99%. Any such credit may be applied ONLY against future invoices for Subscription Services. The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@conga.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, Conga will provide to Customer a record of Subscription Services availability for the period in question. Conga will only provide records of system availability in response to good faith Customer claims.
Effective February 11th 2021 to May 27th 2021
DownloadTable of Contents
This Service Level Agreement (“SLA”) applies in addition to the Master Services Agreement, or similar subscription agreement, (whether formed by separately executed agreement or by acceptance of the Master Services Agreement located at http://legal.apttus.com/#master-services-agreement) in place between Apttus Corporation ("Conga") and Customer (“Agreement”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
Conga may amend this SLA from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this SLA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the effective date of an amendment will confirm Customer’s consent thereto. This SLA may not be amended in any other way except through a written agreement by authorized representatives of each party.
Definitions.
“Subscription Services” means the the online subscription services, including associated offline components, related online training and packaged technical support services provided or managed by Conga.
Availability: Conga warrants the Subscription Services will generally be available 99% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99%
total – excluded
Where:
total means the total number of minutes for the quarter
nonexcluded means downtime that is not excluded
excluded means the following:
- Any planned downtime. (NOTE - Conga planned downtime for scheduled maintenance takes place between 12:00 am and 11:59 am PT Saturdays. If the Subscription Services are hosted on the salesforce.com platform, then Conga will use the same maintenance schedule as published and used by salesforce.com.)
- Any period of unavailability lasting less than 5 minutes.
- Any unavailability caused by circumstances beyond Conga’s reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Conga employees), or delays involving hardware, software or power systems not within Conga possession or reasonable control, and network intrusions or denial of service attacks.
Unavailability for some specific features or functions within the Subscription Services, while others remain available, will not constitute unavailability of the Subscription Services, so long as the unavailable features or functions are not, in the aggregate, material to the Subscription Services as a whole.
Penalties: Should Conga fail to meet 99% general availability of the Subscription Services for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Subscription Services, Customer may continue to use the Subscription Services, but will receive credit for one half day of its Conga subscription, in that quarter, for each two hours of general Subscription Services unavailability below 99%. Any such credit may be applied ONLY against future invoices for Subscription Services. The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@apttus.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, Conga will provide to Customer a record of Subscription Services availability for the period in question. Conga will only provide records of system availability in response to good faith Customer claims.
Effective October 12th 2020 to February 11th 2021
DownloadTable of Contents
This Service Level Agreement (“SLA”) applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the Master Subscription Services Agreement located at http://legal.apttus.com/) in place between Apttus Corporation ("Conga") and Customer (“Agreement”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
Conga may amend this SLA from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this SLA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the effective date of an amendment will confirm Customer’s consent thereto. This SLA may not be amended in any other way except through a written agreement by authorized representatives of each party.
Definitions.
“Subscription Services” means the the online subscription services, including associated offline components, related online training and packaged technical support services provided or managed by Conga.
Availability: Conga warrants the Subscription Services will generally be available 99% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99%
total – excluded
Where:
total means the total number of minutes for the quarter
nonexcluded means downtime that is not excluded
excluded means the following:
- Any planned downtime. (NOTE - Conga planned downtime for scheduled maintenance takes place between 12:00 am and 11:59 am PT Saturdays. If the Subscription Services are hosted on the salesforce.com platform, then Conga will use the same maintenance schedule as published and used by salesforce.com.)
- Any period of unavailability lasting less than 5 minutes.
- Any unavailability caused by circumstances beyond Conga’s reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Conga employees), or delays involving hardware, software or power systems not within Conga possession or reasonable control, and network intrusions or denial of service attacks.
Unavailability for some specific features or functions within the Subscription Services, while others remain available, will not constitute unavailability of the Subscription Services, so long as the unavailable features or functions are not, in the aggregate, material to the Subscription Services as a whole.
Penalties: Should Conga fail to meet 99% general availability of the Subscription Services for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Subscription Services, Customer may continue to use the Subscription Services, but will receive credit for one half day of its Conga subscription, in that quarter, for each two hours of general Subscription Services unavailability below 99%. Any such credit may be applied ONLY against future invoices for Subscription Services. The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@apttus.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, Conga will provide to Customer a record of Subscription Services availability for the period in question. Conga will only provide records of system availability in response to good faith Customer claims.
Effective October 1st 2019 to October 12th 2020
DownloadTable of Contents
This Service Level Agreement (“SLA”) applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the Master Subscription Services Agreement located at http://legal.apttus.com/) in place between Customer and Apttus (“Agreement”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
Apttus may amend this SLA from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this SLA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the effective date of an amendment will confirm Customer’s consent thereto. This SLA may not be amended in any other way except through a written agreement by authorized representatives of each party.
Definitions.
“Subscription Services” means the the online subscription services, including associated offline components, related online training and packaged technical support services provided or managed by Apttus.
Availability: Apttus warrants the Subscription Services will generally be available 99% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99%
total – excluded
Where:
total means the total number of minutes for the quarter
nonexcluded means downtime that is not excluded
excluded means the following:
- Any planned downtime. (NOTE - Apttus planned downtime for scheduled maintenance takes place between 12:00 am and 11:59 am PT Saturdays. If the Subscription Services are hosted on the salesforce.com platform, then Apttus will use the same maintenance schedule as published and used by salesforce.com.)
- Any period of unavailability lasting less than 5 minutes.
- Any unavailability caused by circumstances beyond Apttus’ reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Apttus employees), or delays involving hardware, software or power systems not within Apttus possession or reasonable control, and network intrusions or denial of service attacks.
Unavailability for some specific features or functions within the Subscription Services, while others remain available, will not constitute unavailability of the Subscription Services, so long as the unavailable features or functions are not, in the aggregate, material to the Subscription Services as a whole.
Penalties: Should Apttus fail to meet 99% general availability of the Subscription Services for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Subscription Services, Customer may continue to use the Subscription Services, but will receive credit for one half day of its Apttus subscription, in that quarter, for each two hours of general Subscription Services unavailability below 99%. Any such credit may be applied ONLY against future invoices for Subscription Services. The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@apttus.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, Apttus will provide to Customer a record of Subscription Services availability for the period in question. Apttus will only provide records of system availability in response to good faith Customer claims.
Effective March 7th 2019 to October 1st 2019
DownloadTable of Contents
This Service Level Agreement (“SLA”) applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the Master Subscription Services Agreement located at http://legal.apttus.com/) in place between Customer and Apttus (“Agreement”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
Apttus may amend this SLA from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this SLA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the effective date of an amendment will confirm Customer’s consent thereto. This SLA may not be amended in any other way except through a written agreement by authorized representatives of each party.
Definitions.
“Subscription Services” means the the online subscription services, including associated offline components, related online training and packaged technical support services provided or managed by Apttus.
Availability: Apttus warrants the Subscription Services will generally be available 99% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99%
total – excluded
Where:
total means the total number of minutes for the quarter
nonexcluded means downtime that is not excluded
excluded means the following:
- Any planned downtime. (NOTE - Apttus planned downtime for scheduled maintenance takes place between 12:00 am and 11:59 am PT Saturdays. If the Subscription Services are hosted on the salesforce.com platform, then Apttus will use the same maintenance schedule as published and used by salesforce.com.)
- Any period of unavailability lasting less than 5 minutes.
- Any unavailability caused by circumstances beyond Apttus’ reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Apttus employees), or delays involving hardware, software or power systems not within Apttus possession or reasonable control, and network intrusions or denial of service attacks.
Unavailability for some specific features or functions within the Subscription Services, while others remain available, will not constitute unavailability of the Service, so long as the unavailable features or functions are not, in the aggregate, material to the Subscription Services as a whole.
Penalties: Should Apttus fail to meet 99% general availability of the Subscription Services for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Subscription Services, Customer may continue to use the Subscription Services, but will receive credit for one half day of its Apttus subscription, in that quarter, for each two hours of general Subscription Services unavailability below 99%. Any such credit may be applied ONLY against future invoices for Subscription Services. The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@apttus.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, Apttus will provide to Customer a record of Subscription Services availability for the period in question. Apttus will only provide records of system availability in response to good faith Customer claims.
Effective January 22nd 2019 to March 7th 2019
DownloadTable of Contents
This Service Level Agreement (“SLA”) applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the APTTUS General Terms of Use located at http://legal.apttus.com/legal.html#apttus-general-terms-of-use) in place between Customer and APTTUS (“Agreement”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
APTTUS may amend this SLA from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, this SLA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This SLA may not be amended in any other way except through a written agreement by authorized representatives of each party.
Definitions.
“Service” means the online, Web-based service, including associated offline components, provided or managed by APTTUS under an order document.
Availability: APTTUS warrants the Service will generally be available 99% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99%
total – excluded
Where:
total means the total number of minutes for the quarter
nonexcluded means downtime that is not excluded
excluded means the following:
- Any planned downtime. (NOTE - APTTUS planned downtime for scheduled maintenance takes place between 12:00 am and 11:59 am PT Saturdays. If the Service is hosted on the salesforce.com platform, then APTTUS will use the same maintenance schedule as published and used by salesforce.com.)
- Any period of unavailability lasting less than 5 minutes.
- Any unavailability caused by circumstances beyond APTTUS’ reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving APTTUS employees), or delays involving hardware, software or power systems not within APTTUS possession or reasonable control, and network intrusions or denial of service attacks.
Unavailability for some specific features or functions within the Service, while others remain available, will not constitute unavailability of the Service, so long as the unavailable features or functions are not, in the aggregate, material to the Service as a whole.
Penalties: Should APTTUS fail to meet 99% general availability of the Service for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Service, Customer may continue to use the Service but will receive credit for one half day of its APTTUS subscription, in that quarter, for each two hours of general Service unavailability below 99%. Any such credit may be applied ONLY against future invoices for Services. The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@apttus.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, APTTUS will provide to Customer a record of Service availability for the period in question. APTTUS will only provide records of system availability in response to good faith Customer claims.
Effective January 22nd 2019 to January 22nd 2019
DownloadTable of Contents
This Service Level Agreement (“SLA”) applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the APTTUS General Terms of Use located at http://legal.apttus.com/legal.html#apttus-general-terms-of-use) in place between Customer and APTTUS (“Agreement”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
APTTUS may amend this SLA from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, this SLA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This SLA may not be amended in any other way except through a written agreement by authorized representatives of each party.
Definitions.
“Service” means the online, Web-based service, including associated offline components, provided or managed by APTTUS under an order document.
Availability: APTTUS warrants the Service will generally be available 99% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99%
total – excluded
Where:
total means the total number of minutes for the quarter
nonexcluded means downtime that is not excluded
excluded means the following:
- Any planned downtime. (NOTE - APTTUS planned downtime for scheduled maintenance takes place between 12:00 am and 11:59 am PT Saturdays. If the Service is hosted on the salesforce.com platform, then APTTUS will use the same maintenance schedule as published and used by salesforce.com.)
- Any period of unavailability lasting less than 5 minutes.
- Any unavailability caused by circumstances beyond APTTUS’ reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving APTTUS employees), or delays involving hardware, software or power systems not within APTTUS possession or reasonable control, and network intrusions or denial of service attacks.
Unavailability for some specific features or functions within the Service, while others remain available, will not constitute unavailability of the Service, so long as the unavailable features or functions are not, in the aggregate, material to the Service as a whole.
Penalties: Should APTTUS fail to meet 99% general availability of the Service for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Service, Customer may continue to use the Service but will receive credit for one half day of its APTTUS subscription, in that quarter, for each two hours of general Service unavailability below 99%. Any such credit shall be applied to Customer’s next invoice. The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@apttus.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, APTTUS will provide to Customer a record of Service availability for the period in question. APTTUS will only provide records of system availability in response to good faith Customer claims.
Effective November 28th 2018 to January 22nd 2019
DownloadTable of Contents
This Service Level Agreement (“SLA”) applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the APTTUS General Terms of Use located at http://legal.apttus.com/legal.html#apttus-general-terms-of-use) in place between Customer and APTTUS (“Agreement”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
APTTUS may amend this SLA from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, this SLA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This SLA may not be amended in any other way except through a written agreement by authorized representatives of each party.
Definitions.
“Service” means the online, Web-based service, including associated offline components, provided or managed by APTTUS under an order document.
Availability: APTTUS warrants the Service will generally be available 99% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99%
total – excluded
Where:
total means the total number of minutes for the quarter
nonexcluded means downtime that is not excluded
excluded means the following:
- Any planned downtime. (NOTE - APTTUS planned downtime for scheduled maintenance takes place between 12:00 am and 11:59 am PT Saturdays. If the Service is hosted on the salesforce.com platform, then APTTUS will use the same maintenance schedule as published and used by salesforce.com.)
- Any period of unavailability lasting less than 5 minutes.
- Any unavailability caused by circumstances beyond APTTUS’ reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving APTTUS employees), or delays involving hardware, software or power systems not within APTTUS possession or reasonable control, and network intrusions or denial of service attacks.
Unavailability for some specific features or functions within the Service, while others remain available, will not constitute unavailability of the Service, so long as the unavailable features or functions are not, in the aggregate, material to the Service as a whole.
Penalties: Should APTTUS fail to meet 99% general availability of the Service for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Service, Customer may continue to use the Service but will receive credit for one half day of its APTTUS subscription, in that quarter, for each two hours of general Service unavailability below 99%. Any such credit shall be applied to Customer’s next invoice (or refunded if there are no forthcoming invoices). The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@apttus.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, APTTUS will provide to Customer a record of Service availability for the period in question. APTTUS will only provide records of system availability in response to good faith Customer claims.
Effective July 7th 2017 to November 28th 2018
DownloadSummary of changes
title all caps; updated applicability provision; bullet point list format
Table of Contents
This APTTUS Service Level Agreement (“SLA”) applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the APTTUS General Terms of Use located at http://legal.apttus.com/legal.html#apttus-general-terms-of-use) in place between Customer and APTTUS (“Agreement”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
APTTUS may amend this SLA from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, this SLA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This SLA may not be amended in any other way except through a written agreement by authorized representatives of each party.
Definitions.
“Service” means the online, Web-based service, including associated offline components, provided or managed by APTTUS under an order document.
Availability: APTTUS warrants the Service will generally be available 99% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99%
total – excluded
Where:
total means the total number of minutes for the quarter
nonexcluded means downtime that is not excluded
excluded means the following:
- Any planned downtime. (NOTE - APTTUS planned downtime for scheduled maintenance takes place between 12:00 am and 11:59 am PT Saturdays. If the Service is hosted on the salesforce.com platform, then APTTUS will use the same maintenance schedule as published and used by salesforce.com.)
- Any period of unavailability lasting less than 5 minutes.
- Any unavailability caused by circumstances beyond APTTUS’ reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving APTTUS employees), or delays involving hardware, software or power systems not within APTTUS possession or reasonable control, and network intrusions or denial of service attacks.
Unavailability for some specific features or functions within the Service, while others remain available, will not constitute unavailability of the Service, so long as the unavailable features or functions are not, in the aggregate, material to the Service as a whole.
Penalties: Should APTTUS fail to meet 99% general availability of the Service for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Service, Customer may continue to use the Service but will receive credit for one half day of its APTTUS subscription, in that quarter, for each two hours of general Service unavailability below 99%. Any such credit shall be applied to Customer’s next invoice (or refunded if there are no forthcoming invoices). The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@apttus.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, APTTUS will provide to Customer a record of Service availability for the period in question. APTTUS will only provide records of system availability in response to good faith Customer claims.
Effective May 30th 2017 to July 7th 2017
DownloadSummary of changes
Changed planned downtime language
Table of Contents
This SLA applies in addition to the Agreement. In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
APTTUS may amend this SLA from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, this SLA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This SLA may not be amended in any other way except through a written agreement by authorized representatives of each party.
Definitions.
“Service” means the online, Web-based service, including associated offline components, provided or managed by APTTUS under an order document.
Availability: APTTUS warrants the Service will generally be available 99% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99%
total – excluded
Where:
total means the total number of minutes for the quarter
nonexcluded means downtime that is not excluded
excluded means the following:
Any planned downtime. (NOTE - APTTUS planned downtime for scheduled maintenance takes place between 12:00 am and 11:59 am PT Saturdays.
If the Service is hosted on the salesforce.com platform, then APTTUS will use
the same maintenance schedule as published and used by salesforce.com.)
Any period of unavailability lasting less than 5 minutes.
Any unavailability caused by circumstances beyond APTTUS’ reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving APTTUS employees), or delays involving hardware, software or power systems not within APTTUS possession or reasonable control, and network intrusions or denial of service attacks.
Unavailability for some specific features or functions within the Service, while others remain available, will not constitute unavailability of the Service, so long as the unavailable features or functions are not, in the aggregate, material to the Service as a whole.
Penalties: Should APTTUS fail to meet 99% general availability of the Service for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Service, Customer may continue to use the Service but will receive credit for one half day of its APTTUS subscription, in that quarter, for each two hours of general Service unavailability below 99%. Any such credit shall be applied to Customer’s next invoice (or refunded if there are no forthcoming invoices). The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@apttus.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, APTTUS will provide to Customer a record of Service availability for the period in question. APTTUS will only provide records of system availability in response to good faith Customer claims.
Effective May 25th 2017 to May 30th 2017
DownloadSummary of changes
Identified maintenance windows for calculation of 'planned downtime'.
Table of Contents
This SLA applies in addition to the Agreement. In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
APTTUS may amend this SLA from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, this SLA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This SLA may not be amended in any other way except through a written agreement by authorized representatives of each party.
Definitions.
“Service” means the online, Web-based service, including associated offline components, provided or managed by APTTUS under an order document.
Availability: APTTUS warrants the Service will generally be available 99% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99%
total – excluded
Where:
total means the total number of minutes for the quarter
nonexcluded means downtime that is not excluded
excluded means the following:
Any planned downtime. (NOTE - If Service is hosted on Microsoft Azure platform, APTTUS shall perform all scheduled maintenance between 12:00 am and 11:59 am PT Saturdays. If Service is hosted on salesforce.com platform, then APTTUS will use the same maintenance schedule published and used by salesforce.com.)
Any period of unavailability lasting less than 5 minutes.
Any unavailability caused by circumstances beyond APTTUS’ reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving APTTUS employees), or delays involving hardware, software or power systems not within APTTUS possession or reasonable control, and network intrusions or denial of service attacks.
Unavailability for some specific features or functions within the Service, while others remain available, will not constitute unavailability of the Service, so long as the unavailable features or functions are not, in the aggregate, material to the Service as a whole.
Penalties: Should APTTUS fail to meet 99% general availability of the Service for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Service, Customer may continue to use the Service but will receive credit for one half day of its APTTUS subscription, in that quarter, for each two hours of general Service unavailability below 99%. Any such credit shall be applied to Customer’s next invoice (or refunded if there are no forthcoming invoices). The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@apttus.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, APTTUS will provide to Customer a record of Service availability for the period in question. APTTUS will only provide records of system availability in response to good faith Customer claims.
Effective January 1st 2017 to May 25th 2017
DownloadTable of Contents
This SLA applies in addition to the Agreement. In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.
APTTUS may amend this SLA from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, this SLA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This SLA may not be amended in any other way except through a written agreement by authorized representatives of each party.
Definitions.
“Service” means the online, Web-based service, including associated offline components, provided or managed by APTTUS under an order document.
Availability: APTTUS warrants the Service will generally be available 99% of the time, except as provided below. General availability will be calculated per calendar quarter, as follows:
[(total – nonexcluded – excluded) *100] > 99%
total – excluded
Where:
total means the total number of minutes for the quarter
nonexcluded means downtime that is not excluded
excluded means the following:
Any planned downtime.
Any period of unavailability lasting less than 5 minutes.
Any unavailability caused by circumstances beyond APTTUS’ reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving APTTUS employees), or delays involving hardware, software or power systems not within APTTUS possession or reasonable control, and network intrusions or denial of service attacks.
Unavailability for some specific features or functions within the Service, while others remain available, will not constitute unavailability of the Service, so long as the unavailable features or functions are not, in the aggregate, material to the Service as a whole.
Penalties: Should APTTUS fail to meet 99% general availability of the Service for a calendar quarter, and this downtime significantly affected Customer’s ability to use the Service, Customer may continue to use the Service but will receive credit for one half day of its APTTUS subscription, in that quarter, for each two hours of general Service unavailability below 99%. Any such credit shall be applied to Customer’s next invoice (or refunded if there are no forthcoming invoices). The penalties specified in this “Penalties” section shall be the sole remedies available to Customer for breach of this SLA.
Reporting and Claims: To file a claim under this SLA, Customer must send an email to sla@apttus.com with the following details:
- Billing information, including company name, billing address, billing contact and billing contact phone number
- Downtime information with dates and time periods for each instance of downtime during the relevant period
- An explanation of the claim made under this SLA, including any relevant calculations
Claims may only be made on a calendar quarter basis and must be submitted within 30 days after the end of the relevant quarter, except for periods at the end of a subscription agreement that do not coincide with a calendar quarter, in which case Customer must make any claim within 30 days after the end of its subscription agreement.
All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, APTTUS will provide to Customer a record of Service availability for the period in question. APTTUS will only provide records of system availability in response to good faith Customer claims.
Data Security Exhibit
Effective May 23rd 2024
DownloadTable of Contents
This Data Security Exhibit ("Exhibit") applies in addition to any existing Master Services Agreement, similar subscription agreement, or End User License Agreement (collectively, the "Agreement") between Conga Corporation ("Conga") and the customer that is a party to such Agreement ("Customer"). In the event of any conflict between this Exhibit and the Agreement, this Exhibit shall prevail to the extent of any inconsistency. In the event of any conflict between this Exhibit and any Order executed hereunder, this Exhibit shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of this Exhibit and states that the conflicting provision of this Exhibit does not prevail. All capitalized terms, if not otherwise defined herein, shall have the meaning set forth in the Agreement.
Conga may amend this Exhibit from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Exhibit will continue under their original provisions, and the amendment will become effective at the start of Customer’s next term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services purchased under the Agreement following the effective date of an amendment will confirm Customer’s consent thereto. This Exhibit may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
“Security Incident” means the reasonable suspicion of, discovery by, or notice to, Customer or Conga that:
(a) Customer Data has been disclosed, accessed or obtained by an unauthorized person;
(b) systems have been compromised; or
(c) a person has threatened the unauthorized disclosure, access to or obtaining of any Customer Data.
“Law(s)” means all laws, regulations, ordinances, rules and orders of any court or government body.
“Personnel” means employees and contractors who perform activities in connection with the handling of Customer Data.
“Personal Information” means information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.
2. General Obligations.
Conga agrees to maintain a data security program that includes administrative, technical and logical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and protect it from disclosure, improper alteration, or destruction. The measures implemented and maintained by Conga for the Subscription Services will be subject to annual certification of compliance with ISO 27001 and SOC 2 Type 2 standards.
2.1 Risk Assessment and Treatment.
As part of annual ISO 27001 certification, Conga maintains a risk assessment program pertaining to the treatment and handling of Customer Data that has been approved by management, and communicated to all employees.
2.2 Access Controls.
(a) Conga Personnel’s access to data processing systems is only granted to authenticated users based on a role-based authorization concept using the following measures: Data encryption, individualized password assignment (at least 8 characters, regular automatic expiration), employee ID cards, password-protected screen savers in case of inactivity, intrusion detection systems and intrusion-prevention systems, and regularly updated antivirus and spyware filters in the network and on the individual PCs and mobile devices.
(b) Conga’s provisioning process requires Conga Personnel to change the authentication method upon initial login. Access revocation for Conga Personnel is conducted upon termination or role change. Conga Personnel role changes resulting in additional access require VP or above approval. Conga uses the least privilege model to ensure access is granted on an approved need to perform job functions. Conga reviews access quarterly.
(c) Conga employs managed firewalls to control access and allow only authorized traffic to Conga infrastructure. In addition, Conga employs security controls to manage ingress and egress of data based upon protocol, port, source and destination within the environment. Any traffic not adhering to these strict access controls is discarded at the Internet boundary. Internally at Conga, host-based intrusion detection and monitoring systems are deployed at the server and network layers, respectively.
(d) Customer has the ability to limit access to the Subscription Services to authorized Customer Personnel to prevent unauthorized access to Customer Data, including through the use of multifactor authentication.
(e) Subscription Service access logs are maintained.
2.3 Encryption. All Customer Data, including Personal Data, is encrypted at rest and, in transit, using TLS encryption technology. TLS connections are negotiated for at least 256-bit encryption or stronger.
2.4 Conga Restrictions. Conga will not, except as necessary to perform its obligations set forth in the Agreement:
(a) use or disclose any Customer Data for any purpose other than as is strictly necessary to perform its obligations as set forth in the Agreement;
(b) copy, use, reproduce, display, perform, modify, destroy or transfer any Customer Data or works derived from Customer Data; nor
(c) sell any Customer Data, or anything that includes any Customer Data, to any person.
2.5 Backups. Conga performs daily backups of Customer Data and retains such data for thirty (30) days. However, for Subscription Services hosted on the Salesforce Platform, Conga does not backup Customer Data due to the nature of such Subscription Services and the Salesforce Platform, provided Customer may extract Customer Data from the Salesforce Platform to perform its own backups.
2.6 Physical Security of Data Centers. Buildings are protected with appropriate access control systems, based on a security classification and an appropriately defined access authorization concept. Buildings are secured by access control measures using a card reader system. Depending on the security category, property, buildings or individual areas are secured by additional measures such as special access profiles, separation locks, video surveillance and security personnel. Access rights for authorized persons are granted individually according to defined criteria. This also applies to external persons.
3. Compliance with Laws.
3.1 Regulatory Cooperation. If Conga collects, accesses, receives, stores or otherwise handles any Customer Data that becomes subject to a regulatory inquiry, notification or other action required by all applicable Laws, Conga agrees to assist and cooperate to meet any obligation to the relevant regulatory authority.
3.2 Right of Access. Conga will cooperate with and assist Customer, as necessary, to enable any individual exercising their right of data access, correction, deletion or blocking of Personal Information under any applicable Law.
4. Disclosure by Law.
If Conga is required by any Law to disclose any Customer Data, Conga will:
(a) to the extent permitted by applicable Law, give Customer prior notice of the obligation as soon as practical after becoming aware; and
(b) take all steps to enable Customer an opportunity to prevent or limit the disclosure of the Customer Data.
5. Security Awareness and Training.
(a) Conga has developed a mandatory security awareness and training program for all members of Conga cloud service operations, which includes:
(i)	training on how to implement and comply with its information security program; and
(ii)	promoting a culture of security awareness through periodic communications from senior management with employees.
(b) All Conga employees are required to complete security and privacy awareness training as part of onboarding and on an ongoing annual basis and must agree to Conga's privacy and confidentiality requirements.
6. Scans and assessments.
6.1 Scans. In order to maintain the security of the Subscription Services, regular network and system scans are performed, including non-intrusive network scans on customer-facing infrastructure.
6.2 Assessments. Conga utilizes external service providers to perform an application vulnerability assessment biannually and application penetration test annually.
6.3 Patching. A software patching process is in place to remedy vulnerabilities in a timely manner based on scans and assessments.
6.4 Results. A summary of the results of the most recent vulnerability assessments will be made available to Customer upon request.
7. Security incidents and response. Conga has a rigorous incident management process for security events that may affect the confidentiality, integrity, or availability of systems or data. If an incident occurs, the security team logs and prioritizes it according to its severity. Events that directly impact customers are assigned the highest priority. This process specifies courses of action, procedures for notification, escalation, mitigation, and documentation. Key staff are trained in forensics and handling evidence in preparation for a Security Incident, including third-party and proprietary tools. To help ensure the swift resolution of Security Incidents, the Conga security team is available 24/7 to all Conga employees. Conga has a response plan that includes procedures to be followed in the event of a Security Incident, including formation of an internal incident response team assessing the risk the incident poses and determining who may be affected, and mitigate additional risk or impact.
(a) Notification. Internal reporting as well as Customer notification in the event of unauthorized disclosure of Customer Data in accordance with the Agreement. Conga will coordinate communication between Conga technical support and the Customer points of contact Conga has on record.
(b) Recordkeeping. Customer Data is managed according to the Agreement (including this Data Security Exhibit).
8. Contingency Planning / Disaster Recovery.
(a) Excluding components of the Subscription Services operated by Salesforce.com, Inc., Conga infrastructure and, where applicable, Customer Data, are maintained and stored for the purposes of assuring availability or recoverability in the event of a disaster are maintained on redundant systems with the same data security standards as in production environments. Availability and resilience of systems and services are ensured by isolating critical IT and network components, by providing adequate backup and redundancy systems, using power redundancy systems, and regularly testing of systems and services. Test and live systems are kept completely separated.
(b) The availability of and access to Personal Data in the event of a physical or technical incident shall be restored by taking the following measures: Personal data is stored in RAID systems and integrates redundant systems according to security marking. Systems for uninterruptible power supplies (e. g. UPS, batteries, generators) are used to secure the power supply in the used data centers. Additionally, databases or data centers are mirrored in different physical locations.
(c) Recovery Time Objective (“RTO”) is Conga’s objective for the maximum period of time between Conga’s decision to activate the disaster recovery processes to failover the Subscription Services to a secondary site due to a declared disaster and the point at which our customers can resume production operations at a secondary site. If the decision to failover is made during the period in which an upgrade is in process, the RTO extends to include the time required to complete the upgrade. The RTO is twenty-four (24) hours.
(d) Recovery Point Objective (“RPO”) is the objective for the maximum period of data loss measured as the time from which the first transaction is lost until Conga’s declaration of the disaster. The RPO is one (1) hour. There is no RPO associated with the Subscription Services. However, for Subscription Services hosted on the Salesforce Platform, there is no RPO due to the Subscription Services and the Salesforce Platform.
9. Audit Controls.
Hardware, software and/or procedural mechanisms are maintained to record and examine activity in information systems that contain or use electronic information, including appropriate logs and reports concerning these security requirements.
10. Portable media.
Conga does not store Customer Data on desktops, laptops or other removable storage devices which are housed outside of a secured data center.
11. Secure Disposal.
Upon Customer request, Conga will dispose of tangible property containing Customer Data, using available technology, such that Customer Data cannot be practicably read or reconstructed.
12. Testing. Conga will periodically test and evaluate the key controls and operations against relevant compliance frameworks to validate that they are properly implemented and effective in addressing the threats and risks identified.
13. Monitoring.
Conga will monitor network and production systems, including error logs on servers, disks and security events for any potential problems, including:
(a) reviewing changes affecting systems handling authentication, authorization, and auditing; and
(b) reviewing User and privileged (e.g. administrator) access to Conga production systems.
14. Change and Configuration Management.
Conga has a well-defined System Development Life Cycle (SDLC) methodology that governs the application development and change management process. Conga enforces that the SDLC policies and procedures are reviewed annually and are updated on an as-needed basis to reflect changes in the operating environment. Further, Conga will maintain policies and procedures for managing changes to production systems, applications, and databases, including:
(a) a process for documenting, testing and approving the promotion of changes into production; and
(b) acceptance testing and approval processes specifically related to standard bug fixes, updates, and upgrades made available for the Subscription Services.
15. Background Checks.
Conga shall perform background checks for its employees who will have access to Customer Data. Such background checks shall include:
(a) for all employees, a criminal record search for previous seven years;
(b) for U.S.-based employees, verification of social security number for previous five years; and
(c) verification of eligibility to lawfully work in the United States (or applicable country).
16. HIPAA.
If Conga processes Protected Health Information (“PHI”), as defined in the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations, as amended, on behalf of Customer, Conga shall, in addition to the obligations set forth in this Agreement, (i) enter into a form of Business Associate Agreement; and (ii) make its internal practices, books and records relating to the use and disclosure of PHI available to the U.S. Department of Health and Human Services, as may be required by HIPAA.
Effective August 11th 2023 to May 23rd 2024
DownloadTable of Contents
This Data Security Exhibit ("Exhibit") applies in addition to any existing Master Services Agreement, similar subscription agreement, or End User License Agreement (collectively, the "Agreement") between Apttus Corporation ("Conga") and the customer that is a party to such Agreement ("Customer"). In the event of any conflict between this Exhibit and the Agreement, this Exhibit shall prevail to the extent of any inconsistency. In the event of any conflict between this Exhibit and any Order executed hereunder, this Exhibit shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of this Exhibit and states that the conflicting provision of this Exhibit does not prevail. All capitalized terms, if not otherwise defined herein, shall have the meaning set forth in the Agreement.
Conga may amend this Exhibit from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Exhibit will continue under their original provisions, and the amendment will become effective at the start of Customer’s next term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services purchased under the Agreement following the effective date of an amendment will confirm Customer’s consent thereto. This Exhibit may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
“Security Incident” means the reasonable suspicion of, discovery by, or notice to, Customer or Conga that:
(a) Customer Data has been disclosed, accessed or obtained by an unauthorized person;
(b) systems have been compromised; or
(c) a person has threatened the unauthorized disclosure, access to or obtaining of any Customer Data.
“Law(s)” means all laws, regulations, ordinances, rules and orders of any court or government body.
“Personnel” means employees and contractors who perform activities in connection with the handling of Customer Data.
“Personal Information” means information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.
2. General Obligations.
Conga agrees to maintain a data security program that includes administrative, technical and logical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and protect it from disclosure, improper alteration, or destruction. The measures implemented and maintained by Conga for the Subscription Services will be subject to annual certification of compliance with ISO 27001 and SOC 2 Type 2 standards.
2.1 Risk Assessment and Treatment.
As part of annual ISO 27001 certification, Conga maintains a risk assessment program pertaining to the treatment and handling of Customer Data that has been approved by management, and communicated to all employees.
2.2 Access Controls.
(a) Conga Personnel’s access to data processing systems is only granted to authenticated users based on a role-based authorization concept using the following measures: Data encryption, individualized password assignment (at least 8 characters, regular automatic expiration), employee ID cards, password-protected screen savers in case of inactivity, intrusion detection systems and intrusion-prevention systems, and regularly updated antivirus and spyware filters in the network and on the individual PCs and mobile devices.
(b) Conga’s provisioning process requires Conga Personnel to change the authentication method upon initial login. Access revocation for Conga Personnel is conducted upon termination or role change. Conga Personnel role changes resulting in additional access require VP or above approval. Conga uses the least privilege model to ensure access is granted on an approved need to perform job functions. Conga reviews access quarterly.
(c) Conga employs managed firewalls to control access and allow only authorized traffic to Conga infrastructure. In addition, Conga employs security controls to manage ingress and egress of data based upon protocol, port, source and destination within the environment. Any traffic not adhering to these strict access controls is discarded at the Internet boundary. Internally at Conga, host-based intrusion detection and monitoring systems are deployed at the server and network layers, respectively.
(d) Customer has the ability to limit access to the Subscription Services to authorized Customer Personnel to prevent unauthorized access to Customer Data, including through the use of multifactor authentication.
(e) Subscription Service access logs are maintained.
2.3 Encryption. All Customer Data, including Personal Data, is encrypted at rest and, in transit, using TLS encryption technology. TLS connections are negotiated for at least 256-bit encryption or stronger.
2.4 Conga Restrictions. Conga will not, except as necessary to perform its obligations set forth in the Agreement:
(a) use or disclose any Customer Data for any purpose other than as is strictly necessary to perform its obligations as set forth in the Agreement;
(b) copy, use, reproduce, display, perform, modify, destroy or transfer any Customer Data or works derived from Customer Data; nor
(c) sell any Customer Data, or anything that includes any Customer Data, to any person.
2.5 Backups. Conga performs daily backups of Customer Data and retains such data for thirty (30) days. However, for Subscription Services hosted on the Salesforce Platform, Conga does not backup Customer Data due to the nature of such Subscription Services and the Salesforce Platform, provided Customer may extract Customer Data from the Salesforce Platform to perform its own backups.
2.6 Physical Security of Data Centers. Buildings are protected with appropriate access control systems, based on a security classification and an appropriately defined access authorization concept. Buildings are secured by access control measures using a card reader system. Depending on the security category, property, buildings or individual areas are secured by additional measures such as special access profiles, separation locks, video surveillance and security personnel. Access rights for authorized persons are granted individually according to defined criteria. This also applies to external persons.
3. Compliance with Laws.
3.1 Regulatory Cooperation. If Conga collects, accesses, receives, stores or otherwise handles any Customer Data that becomes subject to a regulatory inquiry, notification or other action required by all applicable Laws, Conga agrees to assist and cooperate to meet any obligation to the relevant regulatory authority.
3.2 Right of Access. Conga will cooperate with and assist Customer, as necessary, to enable any individual exercising their right of data access, correction, deletion or blocking of Personal Information under any applicable Law.
4. Disclosure by Law.
If Conga is required by any Law to disclose any Customer Data, Conga will:
(a) to the extent permitted by applicable Law, give Customer prior notice of the obligation as soon as practical after becoming aware; and
(b) take all steps to enable Customer an opportunity to prevent or limit the disclosure of the Customer Data.
5. Security Awareness and Training.
(a) Conga has developed a mandatory security awareness and training program for all members of Conga cloud service operations, which includes:
(i)	training on how to implement and comply with its information security program; and
(ii)	promoting a culture of security awareness through periodic communications from senior management with employees.
(b) All Conga employees are required to complete security and privacy awareness training as part of onboarding and on an ongoing annual basis and must agree to Conga's privacy and confidentiality requirements.
6. Scans and assessments.
6.1 Scans. In order to maintain the security of the Subscription Services, regular network and system scans are performed, including non-intrusive network scans on customer-facing infrastructure.
6.2 Assessments. Conga utilizes external service providers to perform an application vulnerability assessment biannually and application penetration test annually.
6.3 Patching. A software patching process is in place to remedy vulnerabilities in a timely manner based on scans and assessments.
6.4 Results. A summary of the results of the most recent vulnerability assessments will be made available to Customer upon request.
7. Security incidents and response. Conga has a rigorous incident management process for security events that may affect the confidentiality, integrity, or availability of systems or data. If an incident occurs, the security team logs and prioritizes it according to its severity. Events that directly impact customers are assigned the highest priority. This process specifies courses of action, procedures for notification, escalation, mitigation, and documentation. Key staff are trained in forensics and handling evidence in preparation for a Security Incident, including third-party and proprietary tools. To help ensure the swift resolution of Security Incidents, the Conga security team is available 24/7 to all Conga employees. Conga has a response plan that includes procedures to be followed in the event of a Security Incident, including formation of an internal incident response team assessing the risk the incident poses and determining who may be affected, and mitigate additional risk or impact.
(a) Notification. Internal reporting as well as Customer notification in the event of unauthorized disclosure of Customer Data in accordance with the Agreement. Conga will coordinate communication between Conga technical support and the Customer points of contact Conga has on record.
(b) Recordkeeping. Customer Data is managed according to the Agreement (including this Data Security Exhibit).
8. Contingency Planning / Disaster Recovery.
(a) Excluding components of the Subscription Services operated by Salesforce.com, Inc., Conga infrastructure and, where applicable, Customer Data, are maintained and stored for the purposes of assuring availability or recoverability in the event of a disaster are maintained on redundant systems with the same data security standards as in production environments. Availability and resilience of systems and services are ensured by isolating critical IT and network components, by providing adequate backup and redundancy systems, using power redundancy systems, and regularly testing of systems and services. Test and live systems are kept completely separated.
(b) The availability of and access to Personal Data in the event of a physical or technical incident shall be restored by taking the following measures: Personal data is stored in RAID systems and integrates redundant systems according to security marking. Systems for uninterruptible power supplies (e. g. UPS, batteries, generators) are used to secure the power supply in the used data centers. Additionally, databases or data centers are mirrored in different physical locations.
(c) Recovery Time Objective (“RTO”) is Conga’s objective for the maximum period of time between Conga’s decision to activate the disaster recovery processes to failover the Subscription Services to a secondary site due to a declared disaster and the point at which our customers can resume production operations at a secondary site. If the decision to failover is made during the period in which an upgrade is in process, the RTO extends to include the time required to complete the upgrade. The RTO is twenty-four (24) hours.
(d) Recovery Point Objective (“RPO”) is the objective for the maximum period of data loss measured as the time from which the first transaction is lost until Conga’s declaration of the disaster. The RPO is one (1) hour. There is no RPO associated with the Subscription Services. However, for Subscription Services hosted on the Salesforce Platform, there is no RPO due to the Subscription Services and the Salesforce Platform.
9. Audit Controls.
Hardware, software and/or procedural mechanisms are maintained to record and examine activity in information systems that contain or use electronic information, including appropriate logs and reports concerning these security requirements.
10. Portable media.
Conga does not store Customer Data on desktops, laptops or other removable storage devices which are housed outside of a secured data center.
11. Secure Disposal.
Upon Customer request, Conga will dispose of tangible property containing Customer Data, using available technology, such that Customer Data cannot be practicably read or reconstructed.
12. Testing. Conga will periodically test and evaluate the key controls and operations against relevant compliance frameworks to validate that they are properly implemented and effective in addressing the threats and risks identified.
13. Monitoring.
Conga will monitor network and production systems, including error logs on servers, disks and security events for any potential problems, including:
(a) reviewing changes affecting systems handling authentication, authorization, and auditing; and
(b) reviewing User and privileged (e.g. administrator) access to Conga production systems.
14. Change and Configuration Management.
Conga has a well-defined System Development Life Cycle (SDLC) methodology that governs the application development and change management process. Conga enforces that the SDLC policies and procedures are reviewed annually and are updated on an as-needed basis to reflect changes in the operating environment. Further, Conga will maintain policies and procedures for managing changes to production systems, applications, and databases, including:
(a) a process for documenting, testing and approving the promotion of changes into production; and
(b) acceptance testing and approval processes specifically related to standard bug fixes, updates, and upgrades made available for the Subscription Services.
15. Background Checks.
Conga shall perform background checks for its employees who will have access to Customer Data. Such background checks shall include:
(a) for all employees, a criminal record search for previous seven years;
(b) for U.S.-based employees, verification of social security number for previous five years; and
(c) verification of eligibility to lawfully work in the United States (or applicable country).
16. HIPAA.
If Conga processes Protected Health Information (“PHI”), as defined in the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations, as amended, on behalf of Customer, Conga shall, in addition to the obligations set forth in this Agreement, (i) enter into a form of Business Associate Agreement; and (ii) make its internal practices, books and records relating to the use and disclosure of PHI available to the U.S. Department of Health and Human Services, as may be required by HIPAA.
Effective May 3rd 2021 to August 11th 2023
DownloadTable of Contents
This Data Security Exhibit ("Exhibit") applies in addition to any existing Master Services Agreement, similar subscription agreement, or End User License Agreement (collectively, the "Agreement") between Apttus Corporation ("Conga") and the customer that is a party to such Agreement ("Customer"). In the event of any conflict between this Exhibit and the Agreement, this Exhibit shall prevail to the extent of any inconsistency. In the event of any conflict between this Exhibit and any Order executed hereunder, this Exhibit shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of this Exhibit and states that the conflicting provision of this Exhibit does not prevail. All capitalized terms, if not otherwise defined herein, shall have the meaning set forth in the Agreement.
Conga may amend this Exhibit from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Exhibit will continue under their original provisions, and the amendment will become effective at the start of Customer’s next term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. This Exhibit may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
“Security Incident” means the reasonable suspicion of, discovery by, or notice to, Customer or Conga that:
(a) Customer Data has been disclosed, accessed or obtained by an unauthorized person;
(b) systems have been compromised; or
(c) a person has threatened the unauthorized disclosure, access to or obtaining of any Customer Data.
“Law(s)” means all laws, regulations, ordinances, rules and orders of any court or government body.
“Personnel” means employees and contractors who perform activities in connection with the handling of Customer Data.
“Personal Information” is information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.
2. General Obligations.
Conga agrees to maintain a comprehensive data security program that contains administrative, technical and logical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and protect it from disclosure, improper alteration, or destruction. The measures implemented and maintained by Conga for the Subscription Services will be subject to annual certification of compliance with ISO 27001.
2.1 Risk Assessment and Treatment.
As part of an annual ISO 27001 certification, Conga maintains a risk assessment program pertaining to the treatment and handling of Customer Data that has been approved by management, and has been communicated to all employees.
2.2 Access Controls.
(a) Customer has the ability to limit access to the Subscription Services to authorized Personnel to prevent unauthorized access to Customer Data.
(b) Subscription Services access logs are maintained.
(c) The Subscription Services support identity verification, including multi-factor authentication.
2.3 Encryption. All Customer Data is encrypted while "in transit".
2.4 Conga Restrictions. Conga will not, except as necessary to perform its obligations set forth in the Agreement:
(a) use or disclose any Customer Data for any purpose other than as is strictly necessary to perform its obligations as set forth in the Agreement;
(b) copy, use, reproduce, display, perform, modify, destroy or transfer any Customer Data or works derived from Customer Data; nor
(c) sell any Customer Data, or anything that includes any Data, to any person.
2.5 Backups.
(a) Conga does not backup Customer Data due to the nature of the Subscription Services and the SFDC platform, but Customer may extract Customer Data from the SFDC platform to perform its own backups.
2.6 Physical Security of Data Centers shall include:
(a) restricted access and visitor logs;
(b) electronic controlled access system; and
(c) CCTV on sensitive areas, unless prohibited by law.
3. Compliance with Laws.
3.1 Regulatory Cooperation. If Conga collects, accesses, receives, stores or otherwise handles any Customer Data that becomes subject to a regulatory inquiry, notification or other action required by all applicable Laws, Conga agrees to assist and cooperate to meet any obligation to the relevant regulatory authority.
3.2 Right of Access. Conga will cooperate with and assist Customer, as necessary, to enable any individual exercising their right of data access, correction, deletion or blocking of Personal Information under any applicable Law.
4. Disclosure by Law.
If Conga is required by any Law to disclose any Customer Data, Conga will:
(a) to the extent permitted by applicable Law, give Customer prior notice of the obligation as soon as practical after becoming aware; and
(b) take all steps to enable Customer an opportunity to prevent or limit the disclosure of the Customer Data.
5. Security Awareness and Training.
Conga has developed a mandatory security awareness and training program for all members of Conga cloud service operations, which includes:
(a) training on how to implement and comply with its Information Security Program; and
(b) promoting a culture of security awareness through periodic communications from senior management with employees.
6. Scans and assessments.
6.1 Scans. In order to maintain the security of the Subscription Services, regular network and system scans are performed, including non-intrusive network scans on customer-facing infrastructure.
6.2 Assessments. Conga utilizes external service providers to perform an application vulnerability assessment biannually.
6.3 Patching. A software patching process is in place to remedy vulnerabilities in a timely manner based on scans and assessments.
6.4 Summary. A summary of the results of the most recent vulnerability assessments will be made available to Customer upon request.
7. Security incidents and response. Conga has a response plan that includes procedures to be followed in the event of a Security Incident, including:
(a) Formation of an internal incident response team assessing the risk the incident poses and determining who may be affected, and mitigate additional risk or impact;
(b) Notification. Internal reporting as well as Customer notification in the event of unauthorized disclosure of Customer Data in accordance with the Agreement;
(c) Recordkeeping. Customer Data is managed according to the Agreement (including this Data Security Exhibit).
(d) Audit. Conducting and documenting root cause analysis and remediation plans.
8. Contingency Planning / Disaster Recovery.
Excluding components of the Subscription Services operated by SFDC, Conga infrastructure and, where applicable, Customer Data maintained and stored for the purposes of assuring availability or recoverability in the event of a disaster are maintained on redundant systems with the same data security standards as in production environments.
(a) Recovery Time Objective (“RTO”) is Conga’s objective for the maximum period of time between Conga’s decision to activate the disaster recovery processes to failover the Subscription Services to a secondary site due to a declared disaster and the point at which our customers may resume production operations at a secondary site. If the decision to failover is made during the period in which an upgrade is in process, the RTO extends to include the time required to complete the upgrade. The RTO is 24 hours.
(b) Recovery Point Objective (“RPO”) is the objective for the maximum period of data loss measured as the time from which the first transaction is lost until Conga’s declaration of the disaster. There is no RPO associated with the Subscription Services.
9. Audit Controls.
Hardware, software and/or procedural mechanisms are maintained to record and examine activity in information systems that contain or use electronic information, including appropriate logs and reports concerning these security requirements.
10. Portable media.
Conga does not store Customer Data on desktops, laptops or other removable storage devices which are housed outside of a secured data center.
11. Secure Disposal.
Upon Customer request, Conga will dispose of tangible property containing Customer Data, using available technology, such that Customer Data cannot be practicably read or reconstructed.
12. Testing. Conga will periodically test and evaluate the key controls and operations against relevant compliance frameworks to validate that they are properly implemented and effective in addressing the threats and risks identified.
13. Monitoring.
Conga will monitor network and production systems, including error logs on servers, disks and security events for any potential problems, including:
(a) reviewing changes affecting systems handling authentication, authorization; and
(b) reviewing User and privileged (e.g. administrator) access to Conga production systems.
14. Change and Configuration Management.
Conga will maintain policies and procedures for managing changes to production systems, applications, and databases, including:
(a) a process for documenting, testing and approving the promotion of changes into production; and
(b) acceptance testing and approval processes specifically related to standard bug fixes, updates, and upgrades made available for the Subscription Services.
15. Background Checks.
Conga shall perform background checks for its employees who will have access to Customer Data. Such background checks shall include:
(a) for all employees, a criminal record search for previous seven years;
(b) for U.S.-based employees, verification of social security number for previous five years; and
(c) verification of eligibility to lawfully work in the United States (or applicable country).
16. HIPAA.
If Conga processes Protected Health Information (“PHI”), as defined in the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations, as amended, on behalf of Customer, Conga shall, in addition to the obligations set forth in this Agreement, (i) enter into a form of Business Associate Agreement; and (ii) make its internal practices, books and records relating to the use and disclosure of PHI available to the U.S. Department of Health and Human Services, as may be required by HIPAA.
17. PCI DSS (Payment Card Industry Data Security Standard).
If Conga will process any payment card information from or on behalf of Customer, the following terms apply: Conga shall at all times comply with the then-current PCI DSS and any similar data security standards that may be imposed by federal, state or local law. Conga will have an annual assessment performed by a qualified security assessor certified by the PCI Security Standards Council. Upon request by Customer, Conga will provide Customer with a PCI Attestation of Compliance or such other documentation as reasonably requested by Customer to evidence Conga’s continuing compliance.
Effective February 11th 2021 to May 3rd 2021
DownloadTable of Contents
This Data Security Exhibit ("Exhibit") applies in addition to any existing Master Services Agreement, similar subscription agreement, or End User License Agreement (collectively, the "Agreement") between Apttus Corporation ("Conga") and the customer that is a party to such Agreement ("Customer"). In the event of any conflict between this Exhibit and the Agreement, this Exhibit shall prevail to the extent of any inconsistency. In the event of any conflict between this Exhibit and any Order executed hereunder, this Exhibit shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of this Exhibit and states that the conflicting provision of this Exhibit does not prevail. All capitalized terms, if not otherwise defined herein, shall have the meaning set forth in the Agreement.
Conga may amend this Exhibit from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Exhibit will continue under their original provisions, and the amendment will become effective at the start of Customer’s next term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. This Exhibit may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
“Security Incident” means the reasonable suspicion of, discovery by, or notice to, Customer or Conga that:
(a) Customer Data has been disclosed, accessed or obtained by an unauthorized person;
(b) systems have been compromised; or
(c) a person has threatened the unauthorized disclosure, access to or obtaining of any Customer Data.
“Law(s)” means all laws, regulations, ordinances, rules and orders of any court or government body.
“Personnel” means employees and contractors who perform activities in connection with the handling of Customer Data.
“Personal Information” is information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.
2. General Obligations.
Conga agrees to maintain a comprehensive data security program that contains administrative, technical and logical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and protect it from disclosure, improper alteration, or destruction. The measures implemented and maintained by Conga for the Subscription Services will be subject to annual certification of compliance with ISO 27001.
2.1 Risk Assessment and Treatment.
As part of an annual ISO 27001 certification, Conga maintains a risk assessment program pertaining to the treatment and handling of Customer Data that has been approved by management, and has been communicated to all employees.
2.2 Access Controls.
(a) Customer has the ability to limit access to the Subscription Services to authorized Personnel to prevent unauthorized access to Customer Data.
(b) Subscription Services access logs are maintained.
(c) The Subscription Services support identity verification, including multi-factor authentication.
2.3 Encryption. All Customer Data is encrypted while "in transit".
2.4 Conga Restrictions. Conga will not, except as necessary to perform its obligations set forth in the Agreement:
(a) use or disclose any Customer Data for any purpose other than as is strictly necessary to perform its obligations as set forth in the Agreement;
(b) copy, use, reproduce, display, perform, modify, destroy or transfer any Customer Data or works derived from Customer Data; nor
(c) sell any Customer Data, or anything that includes any Data, to any person.
2.5 Backups.
(a) Conga does not backup Customer Data due to the nature of the Subscription Services and the SFDC platform, but Customer may extract Customer Data from the SFDC platform to perform its own backups.
2.6 Physical Security of Data Centers shall include:
(a) restricted access and visitor logs;
(b) electronic controlled access system; and
(c) CCTV on sensitive areas, unless prohibited by law.
3. Compliance with Laws.
3.1 Regulatory Cooperation. If Conga collects, accesses, receives, stores or otherwise handles any Customer Data that becomes subject to a regulatory inquiry, notification or other action required by all applicable Laws, Conga agrees to assist and cooperate to meet any obligation to the relevant regulatory authority.
3.2 Right of Access. Conga will cooperate with and assist Customer, as necessary, to enable any individual exercising their right of data access, correction, deletion or blocking of Personal Information under any applicable Law.
4. Disclosure by Law.
If Conga is required by any Law to disclose any Customer Data, Conga will:
(a) to the extent permitted by applicable Law, give Customer prior notice of the obligation as soon as practical after becoming aware; and
(b) take all steps to enable Customer an opportunity to prevent or limit the disclosure of the Customer Data.
5. Security Awareness and Training.
Conga has developed a mandatory security awareness and training program for all members of Conga cloud service operations, which includes:
(a) training on how to implement and comply with its Information Security Program; and
(b) promoting a culture of security awareness through periodic communications from senior management with employees.
6. Scans and assessments.
6.1 Scans. In order to maintain the security of the Subscription Services, regular network and system scans are performed, including non-intrusive network scans on customer-facing infrastructure.
6.2 Assessments. Conga utilizes external service providers to perform an application vulnerability assessment biannually.
6.3 Patching. A software patching process is in place to remedy vulnerabilities in a timely manner based on scans and assessments.
6.4 Summary. A summary of the results of the most recent vulnerability assessments will be made available to Customer upon request.
7. Security incidents and response. Conga has a response plan that includes procedures to be followed in the event of a Security Incident, including:
(a) Formation of an internal incident response team assessing the risk the incident poses and determining who may be affected, and mitigate additional risk or impact;
(b) Notification. Internal reporting as well as Customer notification in the event of unauthorized disclosure of Customer Data in accordance with the Agreement;
(c) Recordkeeping. Customer Data is managed according to the Agreement (including this Data Security Exhibit).
(d) Audit. Conducting and documenting root cause analysis and remediation plans.
8. Contingency Planning / Disaster Recovery.
Excluding components of the Subscription Services operated by SFDC, Conga infrastructure and, where applicable, Customer Data maintained and stored for the purposes of assuring availability or recoverability in the event of a disaster is maintained with the same data security standards as in production environments.
(a) Recovery Time Objective (“RTO”) is Conga’s objective for the maximum period of time between Conga’s decision to activate the disaster recovery processes to failover the Subscription Services to a secondary site due to a declared disaster and the point at which our customers may resume production operations at a secondary site. If the decision to failover is made during the period in which an upgrade is in process, the RTO extends to include the time required to complete the upgrade. The RTO is 24 hours.
(b) Recovery Point Objective (“RPO”) is the objective for the maximum period of data loss measured as the time from which the first transaction is lost until Conga’s declaration of the disaster. There is no RPO associated with the Subscription Services.
9. Audit Controls.
Hardware, software and/or procedural mechanisms are maintained to record and examine activity in information systems that contain or use electronic information, including appropriate logs and reports concerning these security requirements.
10. Portable media.
Conga does not store Customer Data on desktops, laptops or other removable storage devices which are housed outside of a secured data center.
11. Secure Disposal.
Upon Customer request, Conga will dispose of tangible property containing Customer Data, using available technology, such that Customer Data cannot be practicably read or reconstructed.
12. Testing. Conga will periodically test and evaluate the key controls and operations against relevant compliance frameworks to validate that they are properly implemented and effective in addressing the threats and risks identified.
13. Monitoring.
Conga will monitor network and production systems, including error logs on servers, disks and security events for any potential problems, including:
(a) reviewing changes affecting systems handling authentication, authorization; and
(b) reviewing User and privileged (e.g. administrator) access to Conga production systems.
14. Change and Configuration Management.
Conga will maintain policies and procedures for managing changes to production systems, applications, and databases, including:
(a) a process for documenting, testing and approving the promotion of changes into production; and
(b) acceptance testing and approval processes specifically related to standard bug fixes, updates, and upgrades made available for the Subscription Services.
15. Background Checks.
Conga shall perform background checks for its employees who will have access to Customer Data. Such background checks shall include:
(a) for all employees, a criminal record search for previous seven years;
(b) for U.S.-based employees, verification of social security number for previous five years; and
(c) verification of eligibility to lawfully work in the United States (or applicable country).
16. HIPAA.
If Conga processes Protected Health Information (“PHI”), as defined in the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations, as amended, on behalf of Customer, Conga shall, in addition to the obligations set forth in this Agreement, (i) enter into a form of Business Associate Agreement; and (ii) make its internal practices, books and records relating to the use and disclosure of PHI available to the U.S. Department of Health and Human Services, as may be required by HIPAA.
17. PCI DSS (Payment Card Industry Data Security Standard).
If Conga will process any payment card information from or on behalf of Customer, the following terms apply: Conga shall at all times comply with the then-current PCI DSS and any similar data security standards that may be imposed by federal, state or local law. Conga will have an annual assessment performed by a qualified security assessor certified by the PCI Security Standards Council. Upon request by Customer, Conga will provide Customer with a PCI Attestation of Compliance or such other documentation as reasonably requested by Customer to evidence Conga’s continuing compliance.
Effective October 12th 2020 to February 11th 2021
DownloadTable of Contents
This Data Security Exhibit ("Exhibit") applies in addition to any existing Master Subscription Services Agreement or End User License Agreement (collectively, the "Agreement") between Apttus Corporation ("Apttus") and the customer that is a party to such Agreement ("Customer"). In the event of any conflict between this Exhibit and the Agreement, this Exhibit shall prevail to the extent of any inconsistency. In the event of any conflict between this Exhibit and any Order executed hereunder, this Exhibit shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of this Exhibit and states that the conflicting provision of this Exhibit does not prevail. All capitalized terms, if not otherwise defined herein, shall have the meaning set forth in the Agreement.
Apttus may amend this Exhibit from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Exhibit will continue under their original provisions, and the amendment will become effective at the start of Customer’s next term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. This Exhibit may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
“Security Incident” means the reasonable suspicion of, discovery by, or notice to, Customer or Apttus that:
(a) Customer Data has been disclosed, accessed or obtained by an unauthorized person;
(b) systems have been compromised; or
(c) a person has threatened the unauthorized disclosure, access to or obtaining of any Customer Data.
“Law(s)” means all laws, regulations, ordinances, rules and orders of any court or government body.
“Personnel” means employees and contractors who perform activities in connection with the handling of Customer Data.
“Personal Information” is information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.
2. General Obligations.
Apttus agrees to maintain a comprehensive data security program that contains administrative, technical and logical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and protect it from disclosure, improper alteration, or destruction. The measures implemented and maintained by Apttus for the Service will be subject to annual certification of compliance with ISO 27001.
2.1 Risk Assessment and Treatment.
As part of an annual ISO 27001 certification, Apttus maintains a risk assessment program pertaining to the treatment and handling of Customer Data that has been approved by management, and has been communicated to all employees.
2.2 Access Controls.
(a) Cusotmer has the ability to limit access to the Subscription Services to authorized Personnel to prevent unauthorized access to Customer Data.
(b) Subscription Service access logs are maintained.
(c) The Subscription Service supports identity verification, including multi-factor authentication.
2.3 Encryption. All Customer Data is encrypted while "in transit".
2.4 Apttus Restrictions. Apttus will not, except as necessary to perform its obligations set forth in the Agreement:
(a) use or disclose any Customer Data for any purpose other than as is strictly necessary to perform its obligations as set forth in the Agreement;
(b) copy, use, reproduce, display, perform, modify, destroy or transfer any Customer Data or works derived from Customer Data; nor
(c) sell any Customer Data, or anything that includes any Data, to any person.
2.5 Backups.
(a) Apttus does not backup Customer Data due to the nature of the Subscription Services and the SFDC platform, but Customer may extract Customer Data from the SFDC platform to perform its own backups.
2.6 Physical Security of Data Centers shall include:
(a) restricted access and visitor logs;
(b) electronic controlled access system; and
(c) CCTV on sensitive areas, unless prohibited by law.
3. Compliance with Laws.
3.1 Regulatory Cooperation. If Apttus collects, accesses, receives, stores or otherwise handles any Customer Data that becomes subject to a regulatory inquiry, notification or other action required by all applicable Laws, Apttus agrees to assist and cooperate to meet any obligation to the relevant regulatory authority.
3.2 Right of Access. Apttus will cooperate with and assist Customer, as necessary, to enable any individual exercising their right of data access, correction, deletion or blocking of Personal Information under any applicable Law.
4. Disclosure by Law.
If Apttus is required by any Law to disclose any Customer Data, Apttus will:
(a) to the extent permitted by applicable Law, give Customer prior notice of the obligation as soon as practical after becoming aware; and
(b) take all steps to enable Customer an opportunity to prevent or limit the disclosure of the Customer Data.
5. Security Awareness and Training.
Apttus has developed a mandatory security awareness and training program for all members of Apttus cloud service operations, which includes:
(a) training on how to implement and comply with its Information Security Program; and
(b) promoting a culture of security awareness through periodic communications from senior management with employees.
6. Scans and assessments.
6.1 Scans. In order to maintain the security of the Subscription Services, regular network and system scans are performed, including non-intrusive network scans on customer-facing infrastructure.
6.2 Assessments. Apttus utilizes external service providers to perform an application vulnerability assessment biannually.
6.3 Patching. A software patching process is in place to remedy vulnerabilities in a timely manner based on scans and assessments.
6.4 Summary. A summary of the results of the most recent vulnerability assessments will be made available to Customer upon request.
7. Security incidents and response. Apttus has a response plan that includes procedures to be followed in the event of a Security Incident, including:
(a) Formation of an internal incident response team assessing the risk the incident poses and determining who may be affected, and mitigate additional risk or impact;
(b) Notification. Internal reporting as well as Customer notification in the event of unauthorized disclosure of Customer Data in accordance with the Agreement;
(c) Recordkeeping. Customer Data is managed according to the Agreement (including this Data Security Exhibit).
(d) Audit. Conducting and documenting root cause analysis and remediation plans.
(d) Audit. Conducting and documenting root cause analysis and remediation plans.
8. Contingency Planning / Disaster Recovery.
Excluding components of the Subscription Services operated by SFDC, Apttus infrastructure and, where applicable, Customer Data maintained and stored for the purposes of assuring availability or recoverability in the event of a disaster is maintained with the same data security standards as in production environments.
(a) Recovery Time Objective (“RTO”) is Apttus’ objective for the maximum period of time between Apttus’ decision to activate the disaster recovery processes to failover the Subscription Services to a secondary site due to a declared disaster and the point at which our customers may resume production operations at a secondary site. If the decision to failover is made during the period in which an upgrade is in process, the RTO extends to include the time required to complete the upgrade. The RTO is 24 hours.
(b) Recovery Point Objective (“RPO”) is the objective for the maximum period of data loss measured as the time from which the first transaction is lost until Apttus’ declaration of the disaster. There is no RPO associated with the Subscription Services.
9. Audit Controls.
Hardware, software and/or procedural mechanisms are maintained to record and examine activity in information systems that contain or use electronic information, including appropriate logs and reports concerning these security requirements.
10. Portable media.
Apttus does not store Customer Data on desktops, laptops or other removable storage devices which are housed outside of a secured data center.
11. Secure Disposal.
Upon Customer request, Apttus will dispose of tangible property containing Customer Data, using available technology, such that Customer Data cannot be practicably read or reconstructed.
12. Testing. Apttus will periodically test and evaluate the key controls and operations against relevant compliance frameworks to validate that they are properly implemented and effective in addressing the threats and risks identified.
13. Monitoring.
Apttus will monitor network and production systems, including error logs on servers, disks and security events for any potential problems, including:
(a) reviewing changes affecting systems handling authentication, authorization; and
(b) reviewing User and privileged (e.g. administrator) access to Apttus production systems.
14. Change and Configuration Management.
Apttus will maintain policies and procedures for managing changes to production systems, applications, and databases, including:
(a) a process for documenting, testing and approving the promotion of changes into production; and
(b) acceptance testing and approval processes specifically related to standard bug fixes, updates, and upgrades made available for the Subscription Services.
15. Background Checks.
Apttus shall perform background checks for its employees who will have access to Customer Data. Such background checks shall include:
(a) for all employees, a criminal record search for previous seven years;
(b) for U.S.-based employees, verification of social security number for previous five years; and
(c) verification of eligibility to lawfully work in the United States (or applicable country).
16. HIPAA.
If Apttus processes Protected Health Information (“PHI”), as defined in the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations, as amended, on behalf of Customer, Apttus shall, in addition to the obligations set forth in this Agreement, (i) enter into a form of Business Associate Agreement; and (ii) make its internal practices, books and records relating to the use and disclosure of PHI available to the U.S. Department of Health and Human Services, as may be required by HIPAA.
17. PCI DSS (Payment Card Industry Data Security Standard).
If Apttus will process any payment card information from or on behalf of Customer, the following terms apply: Apttus shall at all times comply with the then-current PCI DSS and any similar data security standards that may be imposed by federal, state or local law. Apttus will have an annual assessment performed by a qualified security assessor certified by the PCI Security Standards Council. Upon request by Customer, Apttus will provide Customer with a PCI Attestation of Compliance or such other documentation as reasonably requested by Customer to evidence Apttus’ continuing compliance.
Effective September 26th 2019 to October 12th 2020
DownloadTable of Contents
This Data Security Exhibit ("Exhibit") applies in addition to any existing Master Subscription Services Agreement or End User License Agreement (collectively, the "Agreement") between Apttus Corporation ("Apttus") and the customer that is a party to such Agreement ("Customer"). In the event of any conflict between this Exhibit and the Agreement, this Exhibit shall prevail to the extent of any inconsistency. In the event of any conflict between this Exhibit and any Order executed hereunder, this Exhibit shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of this Exhibit and states that the conflicting provision of this Exhibit does not prevail. All capitalized terms, if not otherwise defined herein, shall have the meaning set forth in the Agreement.
Apttus may amend this Exhibit from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Exhibit will continue under their original provisions, and the amendment will become effective at the start of Customer’s next term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. This Exhibit may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
“Security Incident” means the reasonable suspicion of, discovery by, or notice to, Customer or Apttus that:
(a) Customer Data has been disclosed, accessed or obtained by an unauthorized person;
(b) systems have been compromised; or
(c) a person has threatened the unauthorized disclosure, access to or obtaining of any Customer Data.
“Law(s)” means all laws, regulations, ordinances, rules and orders of any court or government body.
“Personnel” means employees and contractors who perform activities in connection with the handling of Customer Data.
“Personal Information” is information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.
2. General Obligations.
Apttus agrees to maintain a comprehensive data security program that contains administrative, technical and logical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and protect it from disclosure, improper alteration, or destruction. The measures implemented and maintained by Apttus for the Service will be subject to annual certification of compliance with ISO 27001.
2.1 Risk Assessment and Treatment.
As part of an annual ISO 27001 certification, Apttus maintains a risk assessment program pertaining to the treatment and handling of Customer Data that has been approved by management, and has been communicated to all employees.
2.2 Access Controls.
(a) Cusotmer has the ability to limit access to the Subscription Services to authorized Personnel to prevent unauthorized access to Customer Data.
(b) Subscription Service access logs are maintained.
(c) The Subscription Service supports identity verification, including multi-factor authentication.
2.3 Encryption. All Customer Data is encrypted while "in transit".
2.4 Apttus Restrictions. Apttus will not, except as necessary to perform its obligations set forth in the Agreement:
(a) use or disclose any Customer Data for any purpose other than as is strictly necessary to perform its obligations as set forth in the Agreement;
(b) copy, use, reproduce, display, perform, modify, destroy or transfer any Customer Data or works derived from Customer Data; nor
(c) sell any Customer Data, or anything that includes any Data, to any person.
2.5 Backups.
(a) Daily backups of all Customer Data is performed for production environments only (does not include sandboxes).
(b) Customer Data backups are retained for thirty (30) days.
2.6 Physical Security of Data Centers shall include:
(a) restricted access and visitor logs;
(b) electronic controlled access system; and
(c) CCTV on sensitive areas, unless prohibited by law.
3. Compliance with Laws.
3.1 Regulatory Cooperation. If Apttus collects, accesses, receives, stores or otherwise handles any Customer Data that becomes subject to a regulatory inquiry, notification or other action required by all applicable Laws, Apttus agrees to assist and cooperate to meet any obligation to the relevant regulatory authority.
3.2 Right of Access. Apttus will cooperate with and assist Customer, as necessary, to enable any individual exercising their right of data access, correction, deletion or blocking of Personal Information under any applicable Law.
4. Disclosure by Law.
If Apttus is required by any Law to disclose any Customer Data, Apttus will:
(a) to the extent permitted by applicable Law, give Customer prior notice of the obligation as soon as practical after becoming aware; and
(b) take all steps to enable Customer an opportunity to prevent or limit the disclosure of the Customer Data.
5. Security Awareness and Training.
Apttus has developed a mandatory security awareness and training program for all members of Apttus cloud service operations, which includes:
(a) training on how to implement and comply with its Information Security Program; and
(b) promoting a culture of security awareness through periodic communications from senior management with employees.
6. Scans and assessments.
6.1 Scans. In order to maintain the security of the Subscription Services, regular network and system scans are performed, including non-intrusive network scans on customer-facing infrastructure.
6.2 Assessments. Apttus utilizes external service providers to perform an application vulnerability assessment biannually.
6.3 Patching. A software patching process is in place to remedy vulnerabilities in a timely manner based on scans and assessments.
6.4 Summary. A summary of the results of the most recent vulnerability assessments will be made available to Customer upon request.
7. Security incidents and response. Apttus has a response plan that includes procedures to be followed in the event of a Security Incident, including:
(a) Formation of an internal incident response team assessing the risk the incident poses and determining who may be affected, and mitigate additional risk or impact;
(b) Notification. Internal reporting as well as Customer notification in the event of unauthorized disclosure of Customer Data in accordance with the Agreement;
(c) Recordkeeping. Customer Data is managed according to the Agreement (including this Data Security Exhibit).
(d) Audit. Conducting and documenting root cause analysis and remediation plans.
(d) Audit. Conducting and documenting root cause analysis and remediation plans.
8. Contingency Planning / Disaster Recovery.
Customer Data stored for the purposes of assuring availability or recoverability in the event of a disaster is maintained with the same data security standards as Customer Data in production environments.
Recovery Time Objective (“RTO”) is Apttus’ objective for the maximum period of time between Apttus’ decision to activate the disaster recovery processes to failover the Subscription Services to a secondary site due to a declared disaster, and the point at which our customers can resume production operations at a secondary site. If the decision to failover is made during the period in which an upgrade is in process, the RTO extends to include the time required to complete the upgrade. The RTO is 24 hours.
Recovery Point Objective (“RPO”) is APTTUS’ objective for the maximum period of data loss measured as the time from which the first transaction is lost until Apttus’ declaration of the disaster. The RPO does not apply to any data loads that are underway when the disaster occurs. The RPO is 4 hours.
9. Audit Controls.
Hardware, software and/or procedural mechanisms are maintained to record and examine activity in information systems that contain or use electronic information, including appropriate logs and reports concerning these security requirements.
10. Portable media.
Apttus does not store Customer Data on desktops, laptops or other removable storage devices which are housed outside of a secured data center.
11. Secure Disposal.
Upon Customer request, Apttus will dispose of tangible property containing Customer Data, using available technology, such that Customer Data cannot be practicably read or reconstructed.
12. Testing. Apttus will periodically test and evaluate the key controls and operations against relevant compliance frameworks to validate that they are properly implemented and effective in addressing the threats and risks identified.
13. Monitoring.
Apttus will monitor network and production systems, including error logs on servers, disks and security events for any potential problems, including:
(a) reviewing changes affecting systems handling authentication, authorization; and
(b) reviewing User and privileged (e.g. administrator) access to Apttus production systems.
14. Change and Configuration Management.
Apttus will maintain policies and procedures for managing changes to production systems, applications, and databases, including:
(a) a process for documenting, testing and approving the promotion of changes into production; and
(b) acceptance testing and approval processes specifically related to standard bug fixes, updates, and upgrades made available for the Subscription Services.
15. Background Checks.
Apttus shall perform background checks for its employees who will have access to Customer Data. Such background checks shall include:
(a) for all employees, a criminal record search for previous seven years;
(b) for U.S.-based employees, verification of social security number for previous five years; and
(c) verification of eligibility to lawfully work in the United States (or applicable country).
16. HIPAA.
If Apttus processes Protected Health Information (“PHI”), as defined in the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations, as amended, on behalf of Customer, Apttus shall, in addition to the obligations set forth in this Agreement, (i) enter into a form of Business Associate Agreement; and (ii) make its internal practices, books and records relating to the use and disclosure of PHI available to the U.S. Department of Health and Human Services, as may be required by HIPAA.
17. PCI DSS (Payment Card Industry Data Security Standard).
If Apttus will process any payment card information from or on behalf of Customer, the following terms apply: Apttus shall at all times comply with the then-current PCI DSS and any similar data security standards that may be imposed by federal, state or local law. Apttus will have an annual assessment performed by a qualified security assessor certified by the PCI Security Standards Council. Upon request by Customer, Apttus will provide Customer with a PCI Attestation of Compliance or such other documentation as reasonably requested by Customer to evidence Apttus’ continuing compliance.
Effective April 29th 2019 to September 26th 2019
DownloadTable of Contents
This Data Security Exhibit ("Exhibit") applies in addition to any existing Master Subscription Services Agreement or End User License Agreement (collectively, the "Agreement") between Apttus Corporation ("Apttus") and the customer that is a party to such Agreement ("Customer"). In the event of any conflict between this Exhibit and the Agreement, this Exhibit shall prevail to the extent of any inconsistency. In the event of any conflict between this Exhibit and any Order executed hereunder, this Exhibit shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of this Exhibit and states that the conflicting provision of this Exhibit does not prevail. All capitalized terms, if not otherwise defined herein, shall have the meaning set forth in the Agreement.
Apttus may amend this Exhibit from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Exhibit will continue under their original provisions, and the amendment will become effective at the start of Customer’s next term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. This Exhibit may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
“Security Incident” means the reasonable suspicion of, discovery by, or notice to, Customer or Apttus that:
(a) Customer Data has been disclosed, accessed or obtained by an unauthorized person;
(b) systems have been compromised; or
(c) a person has threatened the unauthorized disclosure, access to or obtaining of any Customer Data.
“Law(s)” means all laws, regulations, ordinances, rules and orders of any court or government body.
“Personnel” means employees and contractors who perform activities in connection with the handling of Customer Data.
“Personal Information” is information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.
2. General Obligations.
Apttus agrees to maintain a comprehensive data security program that contains administrative, technical and logical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and protect it from disclosure, improper alteration, or destruction. The measures implemented and maintained by Apttus for the Service will be subject to annual certification of compliance with ISO 27001.
2.1 Risk Assessment and Treatment.
As part of an annual ISO 27001 certification, Apttus maintains a risk assessment program pertaining to the treatment and handling of Customer Data that has been approved by management, and has been communicated to all employees.
2.2 Access Controls.
(a) Cusotmer has the ability to limit access to the Subscription Services to authorized Personnel to prevent unauthorized access to Customer Data.
(b) Subscription Service access logs are maintained.
(c) The Subscription Service supports identity verification, including multi-factor authentication.
2.3 Encryption. All Customer Data is encrypted while "in transit".
2.4 Apttus Restrictions. Apttus will not, except as necessary to perform its obligations set forth in the Agreement:
(a) use or disclose any Customer Data for any purpose other than as is strictly necessary to perform its obligations as set forth in the Agreement;
(b) copy, use, reproduce, display, perform, modify, destroy or transfer any Customer Data or works derived from Customer Data; nor
(c) sell any Customer Data, or anything that includes any Data, to any person.
2.5 Backups.
(a) Daily backups of all Customer Data is performed for production environments only (does not include sandboxes).
(b) Customer Data backups are retained for thirty (30) days.
2.6 Physical Security of Data Centers shall include:
(a) restricted access and visitor logs;
(b) electronic controlled access system; and
(c) CCTV on sensitive areas, unless prohibited by law.
3. Compliance with Laws.
3.1 Regulatory Cooperation. If Apttus collects, accesses, receives, stores or otherwise handles any Customer Data that becomes subject to a regulatory inquiry, notification or other action required by all applicable Laws, Apttus agrees to assist and cooperate to meet any obligation to the relevant regulatory authority.
3.2 Right of Access. Apttus will cooperate with and assist Customer, as necessary, to enable any individual exercising their right of data access, correction, deletion or blocking of Personal Information under any applicable Law.
4. Disclosure by Law.
If Apttus is required by any Law to disclose any Customer Data, Apttus will:
(a) to the extent permitted by applicable Law, give Customer prior notice of the obligation as soon as practical after becoming aware; and
(b) take all steps to enable Customer an opportunity to prevent or limit the disclosure of the Customer Data.
5. Security Awareness and Training.
Apttus has developed a mandatory security awareness and training program for all members of Apttus cloud service operations, which includes:
(a) training on how to implement and comply with its Information Security Program; and
(b) promoting a culture of security awareness through periodic communications from senior management with employees.
6. Scans and assessments.
6.1 Scans. In order to maintain the security of the Subscription Services, regular network and system scans are performed, including non-intrusive network scans on customer-facing infrastructure.
6.2 Assessments. Apttus utilizes external service providers to perform an application vulnerability assessment biannually.
6.3 Patching. A software patching process is in place to remedy vulnerabilities in a timely manner based on scans and assessments.
6.4 Summary. A summary of the results of the most recent vulnerability assessments will be made available to Customer upon request.
8. Security incidents and response. Apttus has a response plan that includes procedures to be followed in the event of a Security Incident, including:
(a) Formation of an internal incident response team assessing the risk the incident poses and determining who may be affected, and mitigate additional risk or impact;
(b) Notification. Internal reporting as well as Customer notification in the event of unauthorized disclosure of Customer Data in accordance with the Agreement;
(c) Recordkeeping. Customer Data is managed according to the Agreement (including this Data Security Exhibit).
(d) Audit. Conducting and documenting root cause analysis and remediation plans.
(d) Audit. Conducting and documenting root cause analysis and remediation plans.
9. Contingency Planning / Disaster Recovery.
Customer Data stored for the purposes of assuring availability or recoverability in the event of a disaster is maintained with the same data security standards as Customer Data in production environments.
Recovery Time Objective (“RTO”) is Apttus’ objective for the maximum period of time between Apttus’ decision to activate the disaster recovery processes to failover the Subscription Services to a secondary site due to a declared disaster, and the point at which our customers can resume production operations at a secondary site. If the decision to failover is made during the period in which an upgrade is in process, the RTO extends to include the time required to complete the upgrade. The RTO is 24 hours.
Recovery Point Objective (“RPO”) is APTTUS’ objective for the maximum period of data loss measured as the time from which the first transaction is lost until Apttus’ declaration of the disaster. The RPO does not apply to any data loads that are underway when the disaster occurs. The RPO is 4 hours.
10. Audit Controls.
Hardware, software and/or procedural mechanisms are maintained to record and examine activity in information systems that contain or use electronic information, including appropriate logs and reports concerning these security requirements.
11. Portable media.
Apttus does not store Customer Data on desktops, laptops or other removable storage devices which are housed outside of a secured data center.
12. Secure Disposal.
Upon Customer request, Apttus will dispose of tangible property containing Customer Data, using available technology, such that Customer Data cannot be practicably read or reconstructed.
13. Testing. Apttus will periodically test and evaluate the key controls and operations against relevant compliance frameworks to validate that they are properly implemented and effective in addressing the threats and risks identified.
14. Monitoring.
Apttus will monitor network and production systems, including error logs on servers, disks and security events for any potential problems, including:
(a) reviewing changes affecting systems handling authentication, authorization; and
(b) reviewing User and privileged (e.g. administrator) access to Apttus production systems.
15. Change and Configuration Management.
Apttus will maintain policies and procedures for managing changes to production systems, applications, and databases, including:
(a) a process for documenting, testing and approving the promotion of changes into production; and
(b) acceptance testing and approval processes specifically related to standard bug fixes, updates, and upgrades made available for the Subscription Services.
16. Background Checks.
Apttus shall perform background checks for its employees who will have access to Customer Data. Such background checks shall include:
(a) for all employees, a criminal record search for previous seven years;
(b) for U.S.-based employees, verification of social security number for previous five years; and
(c) verification of eligibility to lawfully work in the United States (or applicable country).
17. HIPAA.
If Apttus processes Protected Health Information (“PHI”), as defined in the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations, as amended, on behalf of Customer, Apttus shall, in addition to the obligations set forth in this Agreement, (i) enter into a form of Business Associate Agreement; and (ii) make its internal practices, books and records relating to the use and disclosure of PHI available to the U.S. Department of Health and Human Services, as may be required by HIPAA.
18. PCI DSS (Payment Card Industry Data Security Standard).
If Apttus will process any payment card information from or on behalf of Customer, the following terms apply: Apttus shall at all times comply with the then-current PCI DSS and any similar data security standards that may be imposed by federal, state or local law. Apttus will have an annual assessment performed by a qualified security assessor certified by the PCI Security Standards Council. Upon request by Customer, Apttus will provide Customer with a PCI Attestation of Compliance or such other documentation as reasonably requested by Customer to evidence Apttus’ continuing compliance.
Effective March 7th 2019 to April 29th 2019
DownloadTable of Contents
This Data Security Exhibit ("Exhibit") applies in addition to any existing Master Subscription Services Agreement or End User License Agreement (collectively, the "Agreement") between Apttus Corporation ("Apttus") and the customer that is a party to such Agreement ("Customer"). In the event of any conflict between this Exhibit and the Agreement, this Exhibit shall prevail to the extent of any inconsistency. In the event of any conflict between this Exhibit and any Order executed hereunder, this Exhibit shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of this Exhibit and states that the conflicting provision of this Exhibit does not prevail. All capitalized terms, if not otherwise defined herein, shall have the meaning set forth in the Agreement.
Apttus may amend this Exhibit from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Exhibit will continue under their original provisions, and the amendment will become effective at the start of Customer’s next term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. This Exhibit may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
“Data Incident” means the reasonable suspicion of, discovery by, or notice to, Customer or Apttus that:
(a) Customer Data has been or is likely to be accessed or obtained by an unauthorized person;
(b) systems have been or are likely to be compromised or vulnerable; or
(c) a person has threatened the unauthorized access to or obtaining of any Customer Data.
“Law(s)” means all laws, regulations, ordinances, rules and orders of any court or government body.
“Personnel” means employees and contractors who perform activities in connection with the handling of Customer Data.
“Personal Information” means is information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.
2. General Obligations.
Apttus agrees to maintain a comprehensive data security program that contains administrative, technical and logical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and protect it from disclosure, improper alteration, or destruction. The measures implemented and maintained by Apttus for the Service will be subject to annual certification of compliance with ISO 27001.
2.1 Risk Assessment and Treatment.
Apttus will maintain a risk assessment program that has been approved by management, communicated to employees, and has an owner to maintains and reviews the program.
2.2 Access Controls.
(a) Apttus will limit access to the Subscription Services to authorized Personnel; and prevent unauthorized access to Customer Data.
(b) Apttus will maintain activity logs for system access.
(c) Apttus will perform strict identity verification, including multi-factor authentication, for physical access to any data center in which Customer Data is stored or processed.
(d) Access to Customer Data will be at the sole discretion of Customer.
2.3 Encryption. All Customer Data will be transmitted continuously encrypted throughout a data stream.
2.4 Apttus Restrictions. Apttus will not, except as necessary to perform its obligations set forth in the Agreement:
(a) use or disclose any Customer Data for any purpose other than as is strictly necessary to perform its obligations as set forth in the Agreement;
(b) copy, use, reproduce, display, perform, modify, destroy or transfer any Customer Data or works derived from Customer Data;
(c) sell any Customer Data, or anything that includes any Data, to any person;
(d) disclose any Customer Data to a person (including a third party) located outside the country in which you collected, accessed, received or stored it, without our prior written consent; and
(e) use any real or live Customer Data for any kind of testing.
2.5 Backups.
(a) Apttus will perform a backup of all Customer Data in production environment only (does not include sandboxes).
(b) Apttus will encrypt the transmission of Customer Data on backups with AES with a key length of 128 bits or stronger.
(c) Apttus will retain the Customer Data backup for thirty (30) days.
2.6 Physical Security. Apttus shall maintain a physical security program, which shall include:
(a) restricted access and logs kept at all times;
(b) electronic controlled access system; and
(c) CCTV on sensitive areas, unless otherwise required by law.
3. Compliance with Laws.
3.1 Regulatory Cooperation. If Apttus collects, accesses, receives, stores or otherwise handles any Customer Data subject to a regulatory inquiry, notification or other action required by all applicable Laws, Apttus agrees to assist and cooperate to meet any obligation to the relevant regulatory authority. In addition, Apttus shall process all data in accordance with the Data Processing Addendum.
3.2 Right of Access. Apttus will cooperate with and assist Customer, as necessary, to enable any individual exercising their right of data access, correction, deletion or blocking of Personal Information under any applicable Law.
4. Disclosure by Law.
If Apttus is required by any Law to disclose any Customer Data, Apttus will:
(a) to the extent permitted by applicable Law, give Customer prior notice of the obligation as soon as practical after becoming aware; and
(b) take all steps to enable Customer an opportunity to prevent or limit the disclosure of the Customer Data.
5. Compliance with Industry Best Practice.
Apttus shall maintain a security program, materially in accordance with industry standards, in connection with the collection, access, receipt, storage or other handling of Customer Data.
Apttus shall follow Open Web Application Security Project (OWASP) guidelines for application development.
6. Security Awareness and Training.
Apttus has developed a mandatory security awareness and training program for all members of Apttus cloud service operations, which includes:
(a) training on how to implement and comply with its Information Security Program; and
(b) promoting a culture of security awareness through periodic communications from senior management with employees.
7. Scans and assessments.
7.1 Scans. In order to maintain the security of the Subscription Services, Apttus will perform regular network and system scans, including non-intrusive network scans on web-facing infrastructure.
7.2 Assessments. Apttus will utilize external service providers (a) to perform an application vulnerability assessment after each major release and (b) to perform network vulnerability assessments quarterly. Apttus will also regularly perform self-vulnerability assessments.
7.3 Patching. Apttus shall implement a security patching process to repairs systems in a timely manner based on such scans and assessments.
7.4 Summary. A summary of the results of the most recent vulnerability assessments will be made available to Customer upon request.
8. Security incidents and response.
8.1 Action following a Security Incident. Apttus will develop a security incident response plan that includes procedures to be followed in the event of any security breach of Customer Data or any security breach of any application or system directly associated with the accessing, processing, storage, communication or transmission of Customer Data, including:
(a) formation of an internal incident response team with a response leader; and
(b) assessing the risk the incident poses and determining who may be affected.
8.2.1 Notification. Internal reporting as well as Customer notification in the event of unauthorized disclosure of Customer Data in accordance with the Agreement;
8.2.2 Recordkeeping. Customer data are managed according to the Agreement (including this Data Security Exhibit).
8.2.3 Audit. Conducting and documenting root cause analysis and remediation plans.
8.3 Data Incident Notices. Incident notification will be to Customer according to its provided contact information. Customer is responsible for providing and keeping that contact information up to date.
9. Contingency Planning / Disaster Recovery.
Customer Data stored for the purposes of assuring availability or recoverability in the event of a disaster is maintained with the same data security standards as Customer Data in production environments.
Recovery Time Objective (“RTO”) is Apttus’ objective for the maximum period of time between Apttus’ decision to activate the disaster recovery processes to failover the Subscription Services to a secondary site due to a declared disaster, and the point at which our customers can resume production operations at a secondary site. If the decision to failover is made during the period in which an upgrade is in process, the RTO extends to include the time required to complete the upgrade. The RTO is 24 hours.
Recovery Point Objective (“RPO”) is APTTUS’ objective for the maximum period of data loss measured as the time from which the first transaction is lost until Apttus’ declaration of the disaster. The RPO does not apply to any data loads that are underway when the disaster occurs. The RPO is 4 hours.
10. Audit Controls.
Apttus maintains hardware, software and/or procedural mechanisms that record and examine activity in information systems that contain or use electronic information, including appropriate logs and reports concerning these security requirements.
11. Portable media.
Apttus does not store Customer Data on desktops, laptops or other removable storage devices which are housed outside of a secured data center.
12. Secure Disposal.
Apttus maintains policies and procedures regarding the disposal of tangible property containing Customer Data, considering available technology so that Customer Data cannot be practicably read or reconstructed.
13. Testing. Apttus will maintain regularly testing of the key controls, certifications, systems and procedures; of its information security program to validate that they are properly implemented and effective in addressing the threats and risks identified. Certifications may change over time to keep up with industry standards.
14. Monitoring.
Apttus will monitor network and production systems, including error logs on servers, disks and security events for any potential problems, including:
(a) reviewing changes affecting systems handling authentication, authorization, and auditing;
(b) reviewing privileged access to Apttus production systems; and
(c) the performance of network vulnerability assessments and penetration testing on a regular basis.
15. Change and Configuration Management.
Apttus will maintain policies and procedures for managing changes to production systems, applications, and databases, including:
(a) a process for documenting, testing and approving the promotion of changes into production;
(b) acceptance testing and approval processes specifically related to standard bug fixes, updates, and upgrades made available for the Subscription Services;
(c) a process for Apttus to utilize a third party to conduct web application level security assessments. These assessments generally include testing for:
(i) cross-site request forgery;
(ii) improper input handling (e.g. cross-site scripting, SQL injection, XML injection, cross-site flashing); and
(iii) insufficient authentication and authorization.
16. Background Checks.
Apttus shall perform background checks for its employees who will have access to Customer Data. Such background checks shall include:
(a) for all employees, a criminal record search for previous seven years;
(b) for U.S.-based employees, verification of social security number for previous five years; and
(c) verification of eligibility to lawfully work in the United States (or applicable country).
17. HIPAA.
If Apttus processes Protected Health Information (“PHI”), as defined in the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations, as amended, on behalf of Customer, Apttus shall, in addition to the obligations set forth in this Agreement, (i) enter into a form of business associate agreement; and (ii) make its internal practices, books and records relating to the use and disclosure of PHI available to the U.S. Department of Health and Human Services, as may be required by HIPAA.
18. PCI DSS.
If Apttus will process any payment card information from or on behalf of Customer, the following terms apply: Apttus shall at all times comply with the then-current PCI DSS and any similar data security standards that may be imposed by federal, state or local law. Apttus will have an annual assessment performed by a qualified security assessor certified by the PCI Security Standards Council. Upon request by Customer, Apttus will provide Customer with a PCI Attestation of Compliance or such other documentation as reasonably requested by Customer to evidence Apttus’ continuing compliance.
Effective November 28th 2018 to March 7th 2019
DownloadTable of Contents
This Data Security Exhibit ("Exhibit") applies in addition to any existing Master Subscription Services Agreement or End User License Agreement (collectively, the "Agreement") between Apttus Corporation ("Apttus") and the customer that is a party to such Agreement ("Customer"). In the event of any conflict between this Exhibit and the Agreement, this Exhibit shall prevail to the extent of any inconsistency. In the event of any conflict between this Exhibit and any Order executed hereunder, this Exhibit shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of this Exhibit and states that the conflicting provision of this Exhibit does not prevail. All capitalized terms, if not otherwise defined herein, shall have the meaning set forth in the Agreement.
Apttus may amend this Exhibit from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Exhibit will continue under their original provisions, and the amendment will become effective at the start of Customer’s next term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. This Exhibit may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
“Data Incident” means the reasonable suspicion of, discovery by, or notice to, Customer or Apttus that:
- Customer Data has been or is likely to be accessed or obtained by an unauthorized person;
- systems have been or are likely to be compromised or vulnerable; or
- a person has threatened the unauthorized access to or obtaining of any Customer Data.
“Law(s)” means all laws, regulations, ordinances, rules and orders of any court or government body.
“Personnel” means employees and contractors who perform activities in connection with the handling of Customer Data.
“Personal Information” means is information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.
“Sensitive Data” means any data, document, code, information, or Personal Information that Apttus collects, accesses, receives, stores or otherwise handles under the Agreement for which Customer notifies Apttus in writing as being “sensitive” prior to that collection, access, receipt, storage or other handling.
“Systems” means the systems, network, facilities, processes, infrastructure and security controls that Apttus uses to provide the Subscription Services.
2. General Obligations.
Apttus agrees to maintain a comprehensive data security program that contains administrative, technical and logical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and protect it from disclosure, improper alteration, or destruction. The measures implemented and maintained by Apttusfor the Service will be subject to annual certification of compliance with ISO 27001.
2.1 Risk Assessment and Treatment.
Apttuswill maintain a risk assessment program that has been approved by management, communicated to employees, and has an owner to maintains and reviews the program.
2.2 Access Controls.
Apttus will limit access to the Subscription Servicesto authorized Personnel; and prevent unauthorized access to Customer Data.
Apttus will maintain activity logs for system access.
Apttus will perform strict identity verification, including multi-factor authentication, for physical access to any data center in which Customer Data is stored or processed.
Access to Customer Data will be at the sole discretion of Customer.
2.3 Encryption. All Customer Data will be transmitted continuously encrypted throughout a data stream.
2.4 Apttus Restrictions. Apttus will not, except as necessary to perform its obligations set forth in the Agreement:
- use or disclose any Customer Data for any purpose other than as is strictly necessary to perform its obligations as set forth in the Agreement:
- copy, use, reproduce, display, perform, modify, destroy or transfer any Customer Data or works derived from Customer Data;
- sell any Customer Data, or anything that includes any Data, to any person;
- disclose any Customer Data to a person (including a third party) located outside the country in which you collected, accessed, received or stored it, without our prior written consent;
- use any real or live Customer Data for any kind of testing.
2.5 Backups.
Apttus will perform a full backup of all Customer Data at least daily.
Apttus will encrypt the transmission of Customer Data on backups with AES with a key length of 128 bits or stronger.
Apttus will retain the Customer Data backup for thirty (30) days.
2.6 Physical Security. Apttus shall maintain a physical security program, which shall include:
- restricted access and logs kept at all times;
- electronic controlled access system; and
- CCTV on sensitive areas, unless otherwise required by law.
3. Compliance with Laws.
3.1 Regulatory Cooperation. If Apttus collects, accesses, receives, stores or otherwise handles any Customer Data subject to a regulatory inquiry, notification or other action required by all applicable Laws, Apttus agrees to assist and cooperate to meet any obligation to the relevant regulatory authority. In addition, Apttus shall process all data in accordance with the Data Processing Addendum.
3.2 Right of Access. Apttus will cooperate with and assist Customer, as necessary, to enable any individual exercising their right of data access, correction, deletion or blocking of Personal Information under any applicable Law.
4. Disclosure by Law.
If Apttus is required by any Law to disclose any Customer Data, Apttus will:
- to the extent permitted by applicable Law, give Customer prior notice of the obligation as soon as practical after becoming aware; and
- take all steps to enable Customer an opportunity to prevent or limit the disclosure of the Customer Data.
5. Compliance with Industry Best Practice.
Apttusshall maintain a security program, materially in accordance with industry standards, in connection with the collection, access, receipt, storage or other handling of Customer Data.
Apttus shall follow Open Web Application Security Project (OWASP) guidelines for application development.
6. Security Awareness and Training.
Apttus has developed a mandatory security awareness and training program for all members of Apttus cloud service operations, which includes:
- training on how to implement and comply with its Information Security Program; and
- promoting a culture of security awareness through periodic communications from senior management with employees.
7. Scans and assessments.
7.1 Scans. In order to maintain the security of the Subscription Services, Apttuswill perform regular network and system scans, including non-intrusive network scans on web-facing infrastructure.
7.2 Assessments. Apttus will utilize external service providers (a) to perform an application vulnerability assessment after each major release and (b) to perform network vulnerability assessments quarterly. APTTUS will also regularly perform self-vulnerability assessments.
7.3 Patching. Apttus shall implement a security patching process to repairs systems in a timely manner based on such scans and assessments.
7.4 Summary. A summary of the results of the most recent vulnerability assessments will be made available to Customer upon request.
8. Security incidents and response.
8.1 Action following a Security Incident. Apttus will develop a security incident response plan that includes procedures to be followed in the event of any security breach of Customer Data or any security breach of any application or system directly associated with the accessing, processing, storage, communication or transmission of Customer Data, including:
- formation of an internal incident response team with a response leader; and
- assessing the risk the incident poses and determining who may be affected.
- Notification. Internal reporting as well as Customer notification in the event of unauthorized disclosure of Customer Data in accordance with the Agreement;
- Recordkeeping. Customer data are managed according to the Agreement (including this Data Security Exhibit).
- Audit. Conducting and documenting root cause analysis and remediation plans.
8.3 Data Incident Notices. Incident notification will be to Customer according to its provided contact information. Customer is responsible for providing and keeping that contact information up to date.
9. Contingency Planning / Disaster Recovery.
Customer Data stored for the purposes of assuring availability or recoverability in the event of a disaster is maintained with the same data security standards as Customer Data in production environments.
- Recovery Time Objective (“RTO”) is Apttus’ objective for the maximum period of time between Apttus’ decision to activate the disaster recovery processes to failover the Subscription Servicesto a secondary site due to a declared disaster, and the point at which our customers can resume production operations at a secondary site. If the decision to failover is made during the period in which an upgrade is in process, the RTO extends to include the time required to complete the upgrade. The RTO is 24 hours.
- Recovery Point Objective (“RPO”) is APTTUS’ objective for the maximum period of data loss measured as the time from which the first transaction is lost until Apttus’ declaration of the disaster. The RPO does not apply to any data loads that are underway when the disaster occurs. The RPO is 4 hours.
10. Audit Controls.
Apttus maintains hardware, software and/or procedural mechanisms that record and examine activity in information systems that contain or use electronic information, including appropriate logs and reports concerning these security requirements.
11. Portable media.
Apttus does not store Customer Data on desktops, laptops or other removable storage devices which are housed outside of a secured data center.
12. Secure Disposal.
Apttus maintains policies and procedures regarding the disposal of tangible property containing Customer Data, considering available technology so that Customer Data cannot be practicably read or reconstructed.
13. Testing. Apttus will maintain regularly testing of the key controls, certifications, systems and procedures; of its information security program to validate that they are properly implemented and effective in addressing the threats and risks identified. Certifications may change over time to keep up with industry standards.
14. Monitoring.
Apttus will monitor network and production systems, including error logs on servers, disks and security events for any potential problems, including:
- reviewing changes affecting systems handling authentication, authorization, and auditing;
- reviewing privileged access to Apttus production systems; and
- the performance of network vulnerability assessments and penetration testing on a regular basis.
15. Change and Configuration Management.
Apttus will maintain policies and procedures for managing changes to production systems, applications, and databases, including:
- a process for documenting, testing and approving the promotion of changes into production;
- acceptance testing and approval processes specifically related to standard bug fixes, updates, and upgrades made available for the Subscription Services;
- a process for Apttus to utilize a third party to conduct web application level security assessments. These assessments generally include testing for:
- cross-site request forgery;
- improper input handling (e.g. cross-site scripting, SQL injection, XML injection, cross-site flashing); and
- insufficient authentication and authorization.
16. Background Checks.
Apttus shall perform background checks for its employees who will have access to Customer Data. Such background checks shall include:
- for all employees, a criminal record search for previous seven years;
- for U.S.-based employees, verification of social security number for previous five years; and
- verification of eligibility to lawfully work in the United States (or applicable country).
17. HIPAA.
If Apttus processes Protected Health Information (“PHI”), as defined in the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations, as amended, on behalf of Customer, Apttus shall, in addition to the obligations set forth in this Agreement, (i) enter into a form of business associate agreement; and (ii) make its internal practices, books and records relating to the use and disclosure of PHI available to the U.S. Department of Health and Human Services, as may be required by HIPAA.
18. PCI DSS.
If Apttus will process any payment card information from or on behalf of Customer, the following terms apply: Apttus shall at all times comply with the then-current PCI DSS and any similar data security standards that may be imposed by federal, state or local law. Apttus will have an annual assessment performed by a qualified security assessor certified by the PCI Security Standards Council. Upon request by Customer, Apttus will provide Customer with a PCI Attestation of Compliance or such other documentation as reasonably requested by Customer to evidence Apttus’ continuing compliance.
Effective November 27th 2018 to November 28th 2018
DownloadTable of Contents
This Data Security Exhibit ("Exhibit") applies in addition to any existing Master Subscription Services Agreement or End User License Agreement (collectively, the "Agreement") between Apttus Corporation ("Apttus") and the customer that is a party to such Agreement ("Customer"). In the event of any conflict between this Exhibit and the Agreement, this Exhibit shall prevail to the extent of any inconsistency. In the event of any conflict between this Exhibit and any Order executed hereunder, this Exhibit shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of this Exhibit and states that the conflicting provision of this Exhibit does not prevail. All capitalized terms, if not otherwise defined herein, shall have the meaning set forth in the Agreement.
Apttus may amend this Exhibit from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Exhibit will continue under their original provisions, and the amendment will become effective at the start of Customer’s next term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. This Exhibit may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
“Data Incident” means the reasonable suspicion of, discovery by, or notice to, Customer or Apttus that:
- Customer Data has been or is likely to be accessed or obtained by an unauthorized person;
- systems have been or are likely to be compromised or vulnerable; or
- a person has threatened the unauthorized access to or obtaining of any Customer Data.
“Law(s)” means all laws, regulations, ordinances, rules and orders of any court or government body.
“Personnel” means employees and contractors who perform activities in connection with the handling of Customer Data.
“Personal Information” means is information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.
“Sensitive Data” means any data, document, code, information, or Personal Information that Apttus collects, accesses, receives, stores or otherwise handles under the Agreement for which Customer notifies Apttus in writing as being “sensitive” prior to that collection, access, receipt, storage or other handling.
“Systems” means the systems, network, facilities, processes, infrastructure and security controls that Apttus uses to provide the Subscription Services.
2. General Obligations.
Apttus agrees to maintain a comprehensive data security program that contains administrative, technical and logical safeguards designed to protect the confidentiality, integrity, and availability of Customer Data and protect it from disclosure, improper alteration, or destruction. The measures implemented and maintained by Apttusfor the Service will be subject to annual certification of compliance with ISO 27001.
2.1 Risk Assessment and Treatment.
Apttuswill maintain a risk assessment program that has been approved by management, communicated to employees, and has an owner to maintains and reviews the program.
2.2 Access Controls.
Apttus will limit access to the Subscription Servicesto authorized Personnel; and prevent unauthorized access to Customer Data.
Apttus will maintain activity logs for system access.
Apttus will perform strict identity verification, including multi-factor authentication, for physical access to any data center in which Customer Data is stored or processed.
Access to Customer Data will be at the sole discretion of Customer.
2.3 Encryption. All Customer Data will be transmitted continuously encrypted throughout a data stream.
2.4 Apttus Restrictions. Apttus will not, except as necessary to perform its obligations set forth in the Agreement:
- use or disclose any Customer Data for any purpose other than as is strictly necessary to perform its obligations as set forth in the Agreement:
- copy, use, reproduce, display, perform, modify, destroy or transfer any Customer Data or works derived from Customer Data;
- sell any Customer Data, or anything that includes any Data, to any person;
- disclose any Customer Data to a person (including a third party) located outside the country in which you collected, accessed, received or stored it, without our prior written consent;
- use any real or live Customer Data for any kind of testing.
2.5 Backups.
Apttus will perform a full backup of all Customer Data at least daily.
Apttus will encrypt the transmission of Customer Data on backups with AES with a key length of 128 bits or stronger.
Apttus will retain the Customer Data backup for thirty (30) days.
2.6 Physical Security. Apttus shall maintain a physical security program, which shall include:
- restricted access and logs kept at all times;
- electronic controlled access system; and
- CCTV on sensitive areas, unless otherwise required by law.
3. Compliance with Laws.
3.1 Regulatory Cooperation. If Apttus collects, accesses, receives, stores or otherwise handles any Customer Data subject to a regulatory inquiry, notification or other action required by all applicable Laws, Apttus agrees to assist and cooperate to meet any obligation to the relevant regulatory authority. In addition, Apttus shall process all data in accordance with the Data Processing Addendum.
3.2 Right of Access. Apttus will cooperate with and assist Customer, as necessary, to enable any individual exercising their right of data access, correction, deletion or blocking of Personal Information under any applicable Law.
4. Disclosure by Law.
If Apttus is required by any Law to disclose any Customer Data, Apttus will:
- to the extent permitted by applicable Law, give Customer prior notice of the obligation as soon as practical after becoming aware; and
- take all steps to enable Customer an opportunity to prevent or limit the disclosure of the Customer Data.
5. Compliance with Industry Best Practice.
Apttusshall maintain a security program, materially in accordance with industry standards, in connection with the collection, access, receipt, storage or other handling of Customer Data.
Apttus shall follow Open Web Application Security Project (OWASP) guidelines for application development.
6. Security Awareness and Training.
Apttus has developed a mandatory security awareness and training program for all members of Apttus cloud service operations, which includes:
- training on how to implement and comply with its Information Security Program; and
- promoting a culture of security awareness through periodic communications from senior management with employees.
7. Scans and assessments.
7.1 Scans. In order to maintain the security of the Subscription Services, Apttuswill perform regular network and system scans, including non-intrusive network scans on web-facing infrastructure.
7.2 Assessments. Apttus will utilize external service providers (a) to perform an application vulnerability assessment after each major release and (b) to perform network vulnerability assessments quarterly. APTTUS will also regularly perform self-vulnerability assessments.
7.3 Patching. Apttus shall implement a security patching process to repairs systems in a timely manner based on such scans and assessments.
7.4 Summary. A summary of the results of the most recent vulnerability assessments will be made available to Customer upon request.
8. Security incidents and response.
8.1 Action following a Security Incident. Apttus will develop a security incident response plan that includes procedures to be followed in the event of any security breach of Customer Data or any security breach of any application or system directly associated with the accessing, processing, storage, communication or transmission of Customer Data, including:
- formation of an internal incident response team with a response leader; and
- assessing the risk the incident poses and determining who may be affected.
- Notification. Internal reporting as well as Customer notification in the event of unauthorized disclosure of Customer Data in accordance with the Agreement;
- Recordkeeping. Customer data are managed according to the Agreement (including this Data Security Exhibit).
- Audit. Conducting and documenting root cause analysis and remediation plans.
8.3 Data Incident Notices. Incident notification will be to Customer according to its provided contact information. Customer is responsible for providing and keeping that contact information up to date.
9. Contingency Planning / Disaster Recovery.
Customer Data stored for the purposes of assuring availability or recoverability in the event of a disaster is maintained with the same data security standards as Customer Data in production environments.
- Recovery Time Objective (“RTO”) is Apttus’ objective for the maximum period of time between Apttus’ decision to activate the disaster recovery processes to failover the Subscription Servicesto a secondary site due to a declared disaster, and the point at which our customers can resume production operations at a secondary site. If the decision to failover is made during the period in which an upgrade is in process, the RTO extends to include the time required to complete the upgrade. The RTO is 24 hours.
- Recovery Point Objective (“RPO”) is APTTUS’ objective for the maximum period of data loss measured as the time from which the first transaction is lost until Apttus’ declaration of the disaster. The RPO does not apply to any data loads that are underway when the disaster occurs. The RPO is 4 hours.
10. Audit Controls.
Apttus maintains hardware, software and/or procedural mechanisms that record and examine activity in information systems that contain or use electronic information, including appropriate logs and reports concerning these security requirements.
11. Portable media.
Apttus does not store Customer Data on desktops, laptops or other removable storage devices which are housed outside of a secured data center.
12. Secure Disposal.
Apttus maintains policies and procedures regarding the disposal of tangible property containing Customer Data, considering available technology so that Customer Data cannot be practicably read or reconstructed.
13. Testing. Apttus will maintain regularly testing of the key controls, certifications, systems and procedures; of its information security program to validate that they are properly implemented and effective in addressing the threats and risks identified. Certifications may change over time to keep up with industry standards.
14. Monitoring.
Apttus will monitor network and production systems, including error logs on servers, disks and security events for any potential problems, including:
- reviewing changes affecting systems handling authentication, authorization, and auditing;
- reviewing privileged access to Apttus production systems; and
- the performance of network vulnerability assessments and penetration testing on a regular basis.
15. Change and Configuration Management.
Apttus will maintain policies and procedures for managing changes to production systems, applications, and databases, including:
- a process for documenting, testing and approving the promotion of changes into production;
- acceptance testing and approval processes specifically related to standard bug fixes, updates, and upgrades made available for the Subscription Services;
- a process for Apttus to utilize a third party to conduct web application level security assessments. These assessments generally include testing for:
- cross-site request forgery;
- improper input handling (e.g. cross-site scripting, SQL injection, XML injection, cross-site flashing); and
- insufficient authentication and authorization.
16. Background Checks.
Apttus shall perform background checks for its employees who will have access to Customer Data. Such background checks shall include:
- for all employees, a criminal record search for previous seven years;
- for U.S.-based employees, verification of social security number for previous five years; and
- verification of eligibility to lawfully work in the United States (or applicable country).
17. HIPAA.
If Apttus processes Protected Health Information (“PHI”), as defined in the Health Insurance Portability and Accountability Act (“HIPAA”) and its implementing regulations, as amended, on behalf of Customer, Apttus shall, in addition to the obligations set forth in this Agreement, (i) enter into a form of business associate agreement; and (ii) make its internal practices, books and records relating to the use and disclosure of PHI available to the U.S. Department of Health and Human Services, as may be required by HIPAA.
18. PCI DSS.
If Apttus will process any payment card information from or on behalf of Customer, the following terms apply: Apttus shall at all times comply with the then-current PCI DSS and any similar data security standards that may be imposed by federal, state or local law. Apttus will have an annual assessment performed by a qualified security assessor certified by the PCI Security Standards Council. Upon request by Customer, Apttus will provide Customer with a PCI Attestation of Compliance or such other documentation as reasonably requested by Customer to evidence Apttus’ continuing compliance.
Salesforce.com Platform Addendum
Effective May 23rd 2024
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This Salesforce.com Platform Addendum (“Addendum”) constitutes a legal agreement between you or your employer or other entity on whose behalf you enter into this Addendum (the “Customer”) and Conga Corporation (“Conga”). Notwithstanding the foregoing, the terms below constitute a legal agreement between you and salesforce.com, inc. ("SFDC").
This Addendum applies in addition to the master subscription services agreement (whether formed by separately executed agreement or by acceptance of the Conga Master Services Agreement located at https://legal.conga.com/#master-services-agreement), reseller agreement, or any other agreement that makes reference to this Addendum in place between Customer and Conga (“Agreement”). In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent of any inconsistency. In the event of any conflict between this Addendum and any Order executed hereunder, this Addendum shall prevail to the extent of any inconsistency.
Conga may amend this Addendum from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”), unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Addendum will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the effective date of an amendment will confirm Customer’s consent thereto. This Addendum may not be amended in any other way except through a written agreement by authorized representatives of each party.
Customer’s use of the Salesforce.com Platform is subject to the terms found at: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/alliance-agreements-and-terms/Reseller-Pass-Through-Terms.pdf.
Effective May 13th 2024 to May 23rd 2024
DownloadTable of Contents
This Salesforce.com Platform Addendum (“Addendum”) constitutes a legal agreement between you or your employer or other entity on whose behalf you enter into this Addendum (the “Customer”) and Apttus Corporation (“Conga”). Notwithstanding the foregoing, the terms below constitutes a legal agreement between you and salesforce.com, inc. ("SFDC").
This Addendum applies in addition to the master subscription services agreement (whether formed by separately executed agreement or by acceptance of the Conga Master Services Agreement located at https://legal.conga.com/#master-services-agreement), reseller agreement, or any other agreement that makes reference to this Addendum in place between Customer and Conga (“Agreement”). In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent of any inconsistency. In the event of any conflict between this Addendum and any Order executed hereunder, this Addendum shall prevail to the extent of any inconsistency.
Conga may amend this Addendum from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”), unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Addendum will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the effective date of an amendment will confirm Customer’s consent thereto. This Addendum may not be amended in any other way except through a written agreement by authorized representatives of each party.
Customer’s use of the Salesforce.com Platform is subject to the terms found at: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/alliance-agreements-and-terms/Reseller-Pass-Through-Terms.pdf.
Effective June 6th 2023 to May 13th 2024
DownloadTable of Contents
This Salesforce.com Platform Addendum (“Addendum”) constitutes a legal agreement between you or your employer or other entity on whose behalf you enter into this Addendum (the “Customer”) and Apttus Corporation (“Conga”). Notwithstanding the foregoing, the terms below constitutes a legal agreement between you and salesforce.com, inc. ("SFDC").
This Addendum applies in addition to the master subscription services agreement (whether formed by separately executed agreement or by acceptance of the Conga Master Services Agreement located at https://legal.conga.com/#master-services-agreement), reseller agreement, or any other agreement that makes reference to this Addendum in place between Customer and Conga (“Agreement”). In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent of any inconsistency. In the event of any conflict between this Addendum and any Order executed hereunder, this Addendum shall prevail to the extent of any inconsistency.
Conga may amend this Addendum from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”), unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Addendum will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the effective date of an amendment will confirm Customer’s consent thereto. This Addendum may not be amended in any other way except through a written agreement by authorized representatives of each party.
Customer’s use of the Salesforce.com Platform is subject to the terms found at: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/alliance-agreements-and-terms/Reseller-Pass-Through-Terms.pdf.
Effective September 23rd 2022 to June 6th 2023
DownloadTable of Contents
This Salesforce.com Platform Addendum (“Addendum”) constitutes a legal agreement between you or your employer or other entity on whose behalf you enter into this Addendum (the “Customer”) and Apttus Corporation (“Conga”). Notwithstanding the foregoing, the terms below constitutes a legal agreement between you and salesforce.com, inc. ("SFDC").
This Addendum applies in addition to the master subscription services agreement (whether formed by separately executed agreement or by acceptance of the Conga Master Services Agreement located at https://legal.conga.com/#master-services-agreement) in place between Customer and Conga (“Agreement”). In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent of any inconsistency. In the event of any conflict between this Addendum and any Order executed hereunder, this Addendum shall prevail to the extent of any inconsistency.
Conga may amend this Addendum from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”), unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Addendum will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the effective date of an amendment will confirm Customer’s consent thereto. This Addendum may not be amended in any other way except through a written agreement by authorized representatives of each party.
Customer’s use of the Salesforce.com Platform is subject to the terms found at: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/alliance-agreements-and-terms/Reseller-Pass-Through-Terms.pdf.
Effective February 11th 2021 to September 23rd 2022
DownloadTable of Contents
This Salesforce.com Platform Addendum (“Addendum”) constitutes a legal agreement between you or your employer or other entity on whose behalf you enter into this Addendum (the “Customer”) and Apttus Corporation (“Conga”). Notwithstanding the foregoing, Annex A below constitutes a legal agreement between you and salesforce.com, inc. ("SFDC").
IF YOU ARE AGREEING TO THIS ADDENDUM ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
This Addendum applies in addition to the master subscription services agreement (whether formed by separately executed agreement or by acceptance of the Conga Master Services Agreement located at http://legal.apttus.com/#master-services-agreement) in place between Customer and Conga (“Agreement”). In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent of any inconsistency. In the event of any conflict between this Addendum and any Order executed hereunder, this Addendum shall prevail to the extent of any inconsistency.
Conga may amend this Addendum from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”), unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Addendum will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the effective date of an amendment will confirm Customer’s consent thereto. This Addendum may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
“SFDC Platform Service Agreement” means the terms governing Customer’s access to the salesforce.com platform in using the Subscription Services, as set forth in Annex A below.
2. Applicability. This Addendum applies, in addition to the Agreement, if Customer is accessing and using the Subscription Services on the SFDC Platform.
3. SFDC’s Role. Customer recognizes and agrees that: (a) the Subscription Services are hosted on a technology platform called salesforce.com, provided by SFDC; and (b) to access and use the Subscription Services, Customer agrees to comply with the SFDC Platform Service Agreement (see Annex A).
5. Admin User subscriptions provided by Conga may be used only to configure and administer the Conga Subscription Services.
6. Sandbox subscriptions provided by Conga are (i) for testing and development of the Subscription Services, not for production use; and (ii) may solely be used with Conga objects, and the following salesforce.com objects: Contacts, Accounts, Events, Tasks, and Calendars. In the event Customer violates the restrictions associated with the Sandbox subscription contracted pursuant to this Order, Customer is responsible for any additional fees and/or penalties associated with such violation, including those that may be assessed by SFDC.
Annex A – SFDC Platform Service Agreement
THESE TERMS APPLY SOLELY TO YOUR ACCESS TO THE PLATFORM AS PERTAINS TO YOUR USE OF THE CONGA SUBSCRIPTION SERVICES. THEY DO NOT SUPERCEDE OR ALTER ANY TERMS YOU MAY HAVE IN PLACE DIRECTLY WITH SFDC.
“AppExchange” means the online directory of on-demand applications that work with the SFDC Service, located at http://www.appexchange.com or at any successor websites.
“Combined Solution” means the combination of the Reseller Application and the Platform.
“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 Apttus Corporation.
“Reseller Application” means the Reseller quote-to-cash modules to which You subscribe.
“SFDC Service” means the online, Web-based service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding Third-Party Applications. For purposes of this SFDC Service Agreement, the SFDC Service does not include the Platform.
“SFDC” means salesforce.com.
“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties and are identified as third-party applications, including but not limited to those listed on the AppExchange and the Reseller Application.
“Users” means Your employees, representatives, consultants, contractors, agents and third parties with whom You conduct business who are authorized to use the Platform 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 SFDC 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 Platform or SFDC Service.
1. Use of Platform.
(a) Each User subscription to the Reseller Application shall entitle one User to use the Platform 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 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 Platform). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service generally 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 other than those included in 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 Platform or SFDC Service functionality within it that is in excess of 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 or use such functionality, and You agree that Your use of such functionality, 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.
(b) If Your subscription to use the Platform hereunder includes Salesforce Mobile, You understand that prior to purchasing Salesforce Mobile, You should refer to the Mobile Device list located at http://www.salesforce.com/mobile/devices/ for information on mobile devices that are supported by SFDC. You agree that SFDC will not provide any refunds, credits or other compensation or remedies in connection with Your purchase of Salesforce Mobile for any mobile devices that are not supported by SFDC. Third party mobile device, operating system and network connectivity providers may, at any time, cease distribution of, interrupt, deinstall and/or prevent use of Salesforce Mobile clients on supported mobile devices without entitling You to any refund, credit or other compensation or remedies.
(c) 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.
(d) 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 SFDC 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.
(e) 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, 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, libelous, 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.
(f) 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. Audit. SFDC may audit use of this User subscription through the SFDC Service. Should any audit reveal any unauthorized use of this User subscription, You agree to pay to SFDC, within thirty (30) days of SFDCs notice of the audit results the difference between the price charged by SFDC to Reseller for the applicable User subscription and SFDCs then-current list price for the full-use version of the User subscription for all of the User subscriptions in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current subscription term (the “Prohibited Use Penalty”). Upon payment of the Prohibited Use Penalty, all User subscriptions showing unauthorized use will be converted into full-use subscriptions at SFDCs then-current list pricing for such full-use subscriptions for the remainder of the then current subscription term or subsequent terms during the Term of the Agreement.
3. Integration with Third-Party Applications. If You install or enable Third-Party Applications for use with the Platform or SFDC Service, You acknowledge that SFDC may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third Party Applications with the Platform or SFDC Service. SFDC shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. In addition, the Platform and SFDC Service may contain features designed to interoperate with Third-Party Applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding Platform or SFDC Service features on reasonable terms, SFDC may cease providing such Platform or SFDC Service features without entitling You to any refund, credit, or other compensation.
4. 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.
5. 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.
6. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, 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.
7. Suspension and Termination; Platform Continuity.
(a) Suspension and 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) subject to Section 7(b) below, 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. If You use the Reseller Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the Reseller Application (a “Shared org”) You acknowledge and understand that (i) access to such Org, including the Reseller Application used in connection with such Org, may be suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation.
(b) Platform Continuity. In the event that SFDC terminates this Agreement because Reseller has become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or Reseller ceases business in the ordinary course (any of which would be an “End of Operations Event” or “EoOE” for Reseller), SFDC will continue to make the Platform available to You and SFDC will take no self-initiated steps to (a) remove the Reseller Application from SFDC’s systems or (b) block Your access to the Reseller Application via the Platform for the remainder of Your current order term with Reseller (the “Transition Period”), provided that: (i) You pay to SFDC in advance all fees owed to SFDC with respect to the Platform pursuant to a separate order between You and SFDC; (ii) You remain in compliance with this Platform Agreement; (iii) You are legally entitled to continued access to and use of the Reseller Application in combination with the Platform after an EoOE through a written agreement with Reseller or its successor in interest in anticipation of or as a consequence of any EoOE; and (iv) there are no legal impediments to SFDC continuing to host the Reseller Application (as reasonably determined by SFDC). Notwithstanding SFDC’s continued provision of the Platform, You understand and acknowledge that SFDC shall not be responsible for providing (other than hosting “as is” subject to the above conditions), updating, maintaining or supporting the Reseller Application during the Transition Period.
8. No Warranty. SFDC 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, SFDC DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
9. 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.
10. Third Party Beneficiary. Notwithstanding anything to the contrary in the Agreement, SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to this SFDC Service Agreement.
11. Applicability. The terms of this SFDC Service Agreement govern the Platform provided to You by Reseller in connection with Reseller’s provision of the Reseller Application to You. For clarity, the terms of this SFDC Service Agreement do not supersede any agreement between SFDC and You with respect to SFDC Services purchased by You directly from SFDC (“Directly Purchased SFDC Services“). To the extent Your Data is submitted by You to Directly Purchased SFDC Services and is resident on the Directly Purchased SFDC Services, Your Data will constitute “Customer Data” as defined in the agreement between SFDC and You with respect to the Directly Purchased SFDC Services.
Effective March 10th 2020 to February 11th 2021
DownloadTable of Contents
This Salesforce.com Platform Addendum (“Addendum”) constitutes a legal agreement between you or your employer or other entity on whose behalf you enter into this Addendum (the “Customer”) and Apttus Corporation (“Apttus”). Notwithstanding the foregoing, Annex A below constitutes a legal agreement between you and salesforce.com, inc. ("SFDC").
IF YOU ARE AGREEING TO THIS ADDENDUM ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
This Addendum applies in addition to the master subscription services agreement (whether formed by separately executed agreement or by acceptance of the Apttus Master Subscription Services Agreement located at http://legal.apttus.com/#apttus-master-subscription-services-agreement) in place between Customer and Apttus (“Agreement”). In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent of any inconsistency. In the event of any conflict between this Addendum and any Order executed hereunder, this Addendum shall prevail to the extent of any inconsistency.
Apttus may amend this Addendum from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”), unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Addendum will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the effective date of an amendment will confirm Customer’s consent thereto. This Addendum may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
“SFDC Platform Service Agreement” means the terms governing Customer’s access to the salesforce.com platform in using the Subscription Services, as set forth in Annex A below.
2. Applicability. This Addendum applies, in addition to the Agreement, if Customer is accessing and using the Subscription Services on the SFDC Platform.
3. SFDC’s Role. Customer recognizes and agrees that: (a) the Subscription Services are hosted on a technology platform called salesforce.com, provided by SFDC; and (b) to access and use the Subscription Services, Customer agrees to comply with the SFDC Platform Service Agreement (see Annex A).
5. Admin User subscriptions provided by Apttus may be used only to configure and administer the Apttus Subscription Services.
6. Sandbox subscriptions provided by Apttus are (i) for testing and development of the Subscription Services, not for production use; and (ii) may solely be used with Apttus objects, and the following salesforce.com objects: Contacts, Accounts, Events, Tasks, and Calendars. In the event Customer violates the restrictions associated with the Sandbox subscription contracted pursuant to this Order, Customer is responsible for any additional fees and/or penalties associated with such violation, including those that may be assessed by SFDC.
Annex A – SFDC Platform Service Agreement
THESE TERMS APPLY SOLELY TO YOUR ACCESS TO THE PLATFORM AS PERTAINS TO YOUR USE OF THE APTTUS SUBSCRIPTION SERVICES. THEY DO NOT SUPERCEDE OR ALTER ANY TERMS YOU MAY HAVE IN PLACE DIRECTLY WITH SFDC.
“AppExchange” means the online directory of on-demand applications that work with the SFDC Service, located at http://www.appexchange.com or at any successor websites.
“Combined Solution” means the combination of the Reseller Application and the Platform.
“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 Apttus Corporation.
“Reseller Application” means the Reseller quote-to-cash modules to which You subscribe.
“SFDC Service” means the online, Web-based service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding Third-Party Applications. For purposes of this SFDC Service Agreement, the SFDC Service does not include the Platform.
“SFDC” means salesforce.com.
“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties and are identified as third-party applications, including but not limited to those listed on the AppExchange and the Reseller Application.
“Users” means Your employees, representatives, consultants, contractors, agents and third parties with whom You conduct business who are authorized to use the Platform 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 SFDC 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 Platform or SFDC Service.
1. Use of Platform.
(a) Each User subscription to the Reseller Application shall entitle one User to use the Platform 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 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 Platform). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service generally 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 other than those included in 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 Platform or SFDC Service functionality within it that is in excess of 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 or use such functionality, and You agree that Your use of such functionality, 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.
(b) If Your subscription to use the Platform hereunder includes Salesforce Mobile, You understand that prior to purchasing Salesforce Mobile, You should refer to the Mobile Device list located at http://www.salesforce.com/mobile/devices/ for information on mobile devices that are supported by SFDC. You agree that SFDC will not provide any refunds, credits or other compensation or remedies in connection with Your purchase of Salesforce Mobile for any mobile devices that are not supported by SFDC. Third party mobile device, operating system and network connectivity providers may, at any time, cease distribution of, interrupt, deinstall and/or prevent use of Salesforce Mobile clients on supported mobile devices without entitling You to any refund, credit or other compensation or remedies.
(c) 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.
(d) 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 SFDC 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.
(e) 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, 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, libelous, 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.
(f) 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. Audit. SFDC may audit use of this User subscription through the SFDC Service. Should any audit reveal any unauthorized use of this User subscription, You agree to pay to SFDC, within thirty (30) days of SFDCs notice of the audit results the difference between the price charged by SFDC to Reseller for the applicable User subscription and SFDCs then-current list price for the full-use version of the User subscription for all of the User subscriptions in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current subscription term (the “Prohibited Use Penalty”). Upon payment of the Prohibited Use Penalty, all User subscriptions showing unauthorized use will be converted into full-use subscriptions at SFDCs then-current list pricing for such full-use subscriptions for the remainder of the then current subscription term or subsequent terms during the Term of the Agreement.
3. Integration with Third-Party Applications. If You install or enable Third-Party Applications for use with the Platform or SFDC Service, You acknowledge that SFDC may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third Party Applications with the Platform or SFDC Service. SFDC shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. In addition, the Platform and SFDC Service may contain features designed to interoperate with Third-Party Applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding Platform or SFDC Service features on reasonable terms, SFDC may cease providing such Platform or SFDC Service features without entitling You to any refund, credit, or other compensation.
4. 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.
5. 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.
6. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, 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.
7. Suspension and Termination; Platform Continuity.
(a) Suspension and 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) subject to Section 7(b) below, 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. If You use the Reseller Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the Reseller Application (a “Shared org”) You acknowledge and understand that (i) access to such Org, including the Reseller Application used in connection with such Org, may be suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation.
(b) Platform Continuity. In the event that SFDC terminates this Agreement because Reseller has become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or Reseller ceases business in the ordinary course (any of which would be an “End of Operations Event” or “EoOE” for Reseller), SFDC will continue to make the Platform available to You and SFDC will take no self-initiated steps to (a) remove the Reseller Application from SFDC’s systems or (b) block Your access to the Reseller Application via the Platform for the remainder of Your current order term with Reseller (the “Transition Period”), provided that: (i) You pay to SFDC in advance all fees owed to SFDC with respect to the Platform pursuant to a separate order between You and SFDC; (ii) You remain in compliance with this Platform Agreement; (iii) You are legally entitled to continued access to and use of the Reseller Application in combination with the Platform after an EoOE through a written agreement with Reseller or its successor in interest in anticipation of or as a consequence of any EoOE; and (iv) there are no legal impediments to SFDC continuing to host the Reseller Application (as reasonably determined by SFDC). Notwithstanding SFDC’s continued provision of the Platform, You understand and acknowledge that SFDC shall not be responsible for providing (other than hosting “as is” subject to the above conditions), updating, maintaining or supporting the Reseller Application during the Transition Period.
8. No Warranty. SFDC 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, SFDC DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
9. 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.
10. Third Party Beneficiary. Notwithstanding anything to the contrary in the Agreement, SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to this SFDC Service Agreement.
11. Applicability. The terms of this SFDC Service Agreement govern the Platform provided to You by Reseller in connection with Reseller’s provision of the Reseller Application to You. For clarity, the terms of this SFDC Service Agreement do not supersede any agreement between SFDC and You with respect to SFDC Services purchased by You directly from SFDC (“Directly Purchased SFDC Services“). To the extent Your Data is submitted by You to Directly Purchased SFDC Services and is resident on the Directly Purchased SFDC Services, Your Data will constitute “Customer Data” as defined in the agreement between SFDC and You with respect to the Directly Purchased SFDC Services.
Effective December 3rd 2019 to March 10th 2020
DownloadTable of Contents
This Salesforce.com Platform Addendum (“Addendum”) constitutes a legal agreement between you or your employer or other entity on whose behalf you enter into this Addendum (the “Customer”) and Apttus Corporation (“Apttus”).
IF YOU ARE AGREEING TO THIS ADDENDUM ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
This Addendum applies in addition to the master subscription services agreement (whether formed by separately executed agreement or by acceptance of the Apttus Master Subscription Services Agreement located at http://legal.apttus.com/#apttus-master-subscription-services-agreement) in place between Customer and Apttus (“Agreement”). In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent of any inconsistency. In the event of any conflict between this Addendum and any Order executed hereunder, this Addendum shall prevail to the extent of any inconsistency.
Apttus may amend this Addendum from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Addendum will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the effective date of an amendment will confirm Customer’s consent thereto. This Addendum may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
1.1. “SFDC” means salesforce.com, Inc., a third party.
1.2. “SFDC Platform Service Agreement” means the terms governing Customer’s access to the salesforce.com platform in using the Subscription Services, as set forth in Annex A below.
2. Applicability. This Addendum applies, in addition to the Agreement, if Customer is accessing and using the Subscription Services on the SFDC Platform.
3. SFDC’s Role. Customer recognizes and agrees that: (a) the Subscription Services are hosted on a technology platform called salesforce.com, provided by SFDC; and (b) to access and use the Subscription Services, Customer agrees to comply with the SFDC Platform Service Agreement (see Annex A).
4. As a User of the Subscription Services, Customer may access and use the following SFDC standard objects: Accounts, Activities, Tasks, Calendar, Events, Contacts, Content, Documents, Ideas, and Products. Access and use of any other SFDC objects is subject to the appropriate licensure directly from SFDC.
5. Admin User subscriptions provided by Apttus may be used only to configure and administer the Apttus Subscription Services.
6. Sandbox subscriptions provided by Apttus are (i) for testing and development of the Subscription Services, not for production use; and (ii) may solely be used with Apttus objects, and the following salesforce.com objects: Contacts, Accounts, Events, Tasks, and Calendars. In the event Customer violates the restrictions associated with the Sandbox subscription contracted pursuant to this Order, Customer is responsible for any additional fees and/or penalties associated with such violation, including those that may be assessed by SFDC.
Annex A – SFDC Platform Service Agreement
THESE TERMS APPLY SOLELY TO YOUR ACCESS TO THE PLATFORM AS PERTAINS TO YOUR USE OF THE APTTUS SUBSCRIPTION SERVICES. THEY DO NOT SUPERCEDE OR ALTER ANY TERMS YOU MAY HAVE IN PLACE DIRECTLY WITH SFDC.
“AppExchange” means the online directory of on-demand applications that work with the SFDC Service, located at http://www.appexchange.com or at any successor websites.
“Combined Solution” means the combination of the Reseller Application and the Platform.
“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 Apttus Corporation.
“Reseller Application” means the Reseller quote-to-cash modules to which You subscribe.
“SFDC Service” means the online, Web-based service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding Third-Party Applications. For purposes of this SFDC Service Agreement, the SFDC Service does not include the Platform.
“SFDC” means salesforce.com.
“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties and are identified as third-party applications, including but not limited to those listed on the AppExchange and the Reseller Application.
“Users” means Your employees, representatives, consultants, contractors, agents and third parties with whom You conduct business who are authorized to use the Platform 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 SFDC 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 Platform or SFDC Service.
1. Use of Platform.
(a) Each User subscription to the Reseller Application shall entitle one User to use the Platform 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 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 Platform). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service generally 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 other than those included in 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 Platform or SFDC Service functionality within it that is in excess of 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 or use such functionality, and You agree that Your use of such functionality, 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.
(b) If Your subscription to use the Platform hereunder includes Salesforce Mobile, You understand that prior to purchasing Salesforce Mobile, You should refer to the Mobile Device list located at http://www.salesforce.com/mobile/devices/ for information on mobile devices that are supported by SFDC. You agree that SFDC will not provide any refunds, credits or other compensation or remedies in connection with Your purchase of Salesforce Mobile for any mobile devices that are not supported by SFDC. Third party mobile device, operating system and network connectivity providers may, at any time, cease distribution of, interrupt, deinstall and/or prevent use of Salesforce Mobile clients on supported mobile devices without entitling You to any refund, credit or other compensation or remedies.
(c) 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.
(d) 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 SFDC 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.
(e) 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, 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, libelous, 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.
(f) 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. Audit. SFDC may audit use of this User subscription through the SFDC Service. Should any audit reveal any unauthorized use of this User subscription, You agree to pay to SFDC, within thirty (30) days of SFDCs notice of the audit results the difference between the price charged by SFDC to Reseller for the applicable User subscription and SFDCs then-current list price for the full-use version of the User subscription for all of the User subscriptions in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current subscription term (the “Prohibited Use Penalty”). Upon payment of the Prohibited Use Penalty, all User subscriptions showing unauthorized use will be converted into full-use subscriptions at SFDCs then-current list pricing for such full-use subscriptions for the remainder of the then current subscription term or subsequent terms during the Term of the Agreement.
3. Integration with Third-Party Applications. If You install or enable Third-Party Applications for use with the Platform or SFDC Service, You acknowledge that SFDC may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third Party Applications with the Platform or SFDC Service. SFDC shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. In addition, the Platform and SFDC Service may contain features designed to interoperate with Third-Party Applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding Platform or SFDC Service features on reasonable terms, SFDC may cease providing such Platform or SFDC Service features without entitling You to any refund, credit, or other compensation.
4. 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.
5. 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.
6. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, 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.
7. Suspension and Termination; Platform Continuity.
(a) Suspension and 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) subject to Section 7(b) below, 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. If You use the Reseller Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the Reseller Application (a “Shared org”) You acknowledge and understand that (i) access to such Org, including the Reseller Application used in connection with such Org, may be suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation.
(b) Platform Continuity. In the event that SFDC terminates this Agreement because Reseller has become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or Reseller ceases business in the ordinary course (any of which would be an “End of Operations Event” or “EoOE” for Reseller), SFDC will continue to make the Platform available to You and SFDC will take no self-initiated steps to (a) remove the Reseller Application from SFDC’s systems or (b) block Your access to the Reseller Application via the Platform for the remainder of Your current order term with Reseller (the “Transition Period”), provided that: (i) You pay to SFDC in advance all fees owed to SFDC with respect to the Platform pursuant to a separate order between You and SFDC; (ii) You remain in compliance with this Platform Agreement; (iii) You are legally entitled to continued access to and use of the Reseller Application in combination with the Platform after an EoOE through a written agreement with Reseller or its successor in interest in anticipation of or as a consequence of any EoOE; and (iv) there are no legal impediments to SFDC continuing to host the Reseller Application (as reasonably determined by SFDC). Notwithstanding SFDC’s continued provision of the Platform, You understand and acknowledge that SFDC shall not be responsible for providing (other than hosting “as is” subject to the above conditions), updating, maintaining or supporting the Reseller Application during the Transition Period.
8. No Warranty. SFDC 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, SFDC DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
9. 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.
10. Third Party Beneficiary. Notwithstanding anything to the contrary in the Agreement, SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to this SFDC Service Agreement.
11. Applicability. The terms of this SFDC Service Agreement govern the Platform provided to You by Reseller in connection with Reseller’s provision of the Reseller Application to You. For clarity, the terms of this SFDC Service Agreement do not supersede any agreement between SFDC and You with respect to SFDC Services purchased by You directly from SFDC (“Directly Purchased SFDC Services“). To the extent Your Data is submitted by You to Directly Purchased SFDC Services and is resident on the Directly Purchased SFDC Services, Your Data will constitute “Customer Data” as defined in the agreement between SFDC and You with respect to the Directly Purchased SFDC Services.
Effective August 26th 2019 to December 3rd 2019
DownloadTable of Contents
This Salesforce.com Platform Addendum (“Addendum”) constitutes a legal agreement between you or your employer or other entity on whose behalf you enter into this Addendum (the “Customer”) and Apttus Corporation (“Apttus”).
IF YOU ARE AGREEING TO THIS ADDENDUM ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
This Addendum applies in addition to the master subscription services agreement (whether formed by separately executed agreement or by acceptance of the Apttus Master Subscription Services Agreement located at http://legal.apttus.com/#apttus-master-subscription-services-agreement) in place between Customer and Apttus (“Agreement”). In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent of any inconsistency. In the event of any conflict between this Addendum and any Order executed hereunder, this Addendum shall prevail to the extent of any inconsistency.
Apttus may amend this Addendum from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Addendum will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the effective date of an amendment will confirm Customer’s consent thereto. This Addendum may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
1.1. “SFDC” means salesforce.com, Inc., a third party.
1.2. “SFDC Platform Service Agreement” means the terms governing Customer’s access to the salesforce.com platform in using the Subscription Services, as set forth in Annex A below.
2. Applicability. This Addendum applies, in addition to the Agreement, if Customer is accessing and using the Subscription Services on the SFDC Platform.
3. SFDC’s Role. Customer recognizes and agrees that: (a) the Subscription Services are hosted on a technology platform called salesforce.com, provided by SFDC; and (b) to access and use the Subscription Services, Customer agrees to comply with the SFDC Platform Service Agreement (see Annex A).
4. As a User of the Subscription Services, Customer may access and use the following SFDC standard objects: Accounts, Activities, Tasks, Calendar, Events, Contacts, Content, Documents, Ideas, and Products. Access and use of any other SFDC objects is subject to the appropriate licensure directly from SFDC.
5. Admin User subscriptions provided by Apttus may be used only to configure and administer the Apttus Subscription Services.
6. Sandbox subscriptions provided by Apttus are (i) for testing and development of the Subscription Services, not for production use; and (ii) may solely be used with Apttus objects, and the following salesforce.com objects: Contacts, Accounts, Events, Tasks, and Calendars. In the event Customer violates the restrictions associated with the Sandbox subscription contracted pursuant to this Order, Customer is responsible for any additional fees and/or penalties associated with such violation, including those that may be assessed by SFDC.
Annex A – SFDC Platform Service Agreement
THESE TERMS APPLY SOLELY TO YOUR ACCESS TO THE PLATFORM AS PERTAINS TO YOUR USE OF THE APTTUS SUBSCRIPTION SERVICES. THEY DO NOT SUPERCEDE OR ALTER ANY TERMS YOU MAY HAVE IN PLACE DIRECTLY WITH SFDC.
“AppExchange” means the online directory of on-demand applications that work with the SFDC Service, located at http://www.appexchange.com or at any successor websites.
“Combined Solution” means the combination of the Reseller Application and the Platform.
“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 Apttus Corporation.
“Reseller Application” means the Reseller quote-to-cash modules to which You subscribe.
“SFDC Service” means the online, Web-based service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding Third-Party Applications. For purposes of this SFDC Service Agreement, the SFDC Service does not include the Platform.
“SFDC” means salesforce.com.
“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties and are identified as third-party applications, including but not limited to those listed on the AppExchange and the Reseller Application.
“Users” means Your employees, representatives, consultants, contractors, agents and third parties with whom You conduct business who are authorized to use the Platform 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 SFDC 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 Platform or SFDC Service.
1. Use of Platform.
(a) Each User subscription to the Reseller Application shall entitle one User to use the Platform 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 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 Platform). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service generally 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 other than those included in 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 Platform or SFDC Service functionality within it that is in excess of 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 or use such functionality, and You agree that Your use of such functionality, 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.
(b) If Your subscription to use the Platform hereunder includes Salesforce Mobile, You understand that prior to purchasing Salesforce Mobile, You should refer to the Mobile Device list located at http://www.salesforce.com/mobile/devices/ for information on mobile devices that are supported by SFDC. You agree that SFDC will not provide any refunds, credits or other compensation or remedies in connection with Your purchase of Salesforce Mobile for any mobile devices that are not supported by SFDC. Third party mobile device, operating system and network connectivity providers may, at any time, cease distribution of, interrupt, deinstall and/or prevent use of Salesforce Mobile clients on supported mobile devices without entitling You to any refund, credit or other compensation or remedies.
(c) 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.
(d) 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 SFDC 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.
(e) 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, 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, libelous, 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.
(f) 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. Audit. SFDC may audit use of this User subscription through the SFDC Service. Should any audit reveal any unauthorized use of this User subscription, You agree to pay to SFDC, within thirty (30) days of SFDCs notice of the audit results the difference between the price charged by SFDC to Reseller for the applicable User subscription and SFDCs then-current list price for the full-use version of the User subscription for all of the User subscriptions in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current subscription term (the “Prohibited Use Penalty”). Upon payment of the Prohibited Use Penalty, all User subscriptions showing unauthorized use will be converted into full-use subscriptions at SFDCs then-current list pricing for such full-use subscriptions for the remainder of the then current subscription term or subsequent terms during the Term of the Agreement.
3. Integration with Third-Party Applications. If You install or enable Third-Party Applications for use with the Platform or SFDC Service, You acknowledge that SFDC may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third Party Applications with the Platform or SFDC Service. SFDC shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. In addition, the Platform and SFDC Service may contain features designed to interoperate with Third-Party Applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding Platform or SFDC Service features on reasonable terms, SFDC may cease providing such Platform or SFDC Service features without entitling You to any refund, credit, or other compensation.
4. 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.
5. 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.
6. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, 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.
7. Suspension and Termination; Platform Continuity.
(a) Suspension and 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) subject to Section 7(b) below, 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. If You use the Reseller Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the Reseller Application (a “Shared org”) You acknowledge and understand that (i) access to such Org, including the Reseller Application used in connection with such Org, may be suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation.
(b) Platform Continuity. In the event that SFDC terminates this Agreement because Reseller has become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or Reseller ceases business in the ordinary course (any of which would be an “End of Operations Event” or “EoOE” for Reseller), SFDC will continue to make the Platform available to You and SFDC will take no self-initiated steps to (a) remove the Reseller Application from SFDC’s systems or (b) block Your access to the Reseller Application via the Platform for the remainder of Your current order term with Reseller (the “Transition Period”), provided that: (i) You pay to SFDC in advance all fees owed to SFDC with respect to the Platform pursuant to a separate order between You and SFDC; (ii) You remain in compliance with this Platform Agreement; (iii) You are legally entitled to continued access to and use of the Reseller Application in combination with the Platform after an EoOE through a written agreement with Reseller or its successor in interest in anticipation of or as a consequence of any EoOE; and (iv) there are no legal impediments to SFDC continuing to host the Reseller Application (as reasonably determined by SFDC). Notwithstanding SFDC’s continued provision of the Platform, You understand and acknowledge that SFDC shall not be responsible for providing (other than hosting “as is” subject to the above conditions), updating, maintaining or supporting the Reseller Application during the Transition Period.
8. No Warranty. SFDC 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, SFDC DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
9. 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.
10. Third Party Beneficiary. Notwithstanding anything to the contrary in the Agreement, SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to this SFDC Service Agreement.
11. Applicability. The terms of this SFDC Service Agreement govern the Platform provided to You by Reseller in connection with Reseller’s provision of the Reseller Application to You. For clarity, the terms of this SFDC Service Agreement do not supersede any agreement between SFDC and You with respect to SFDC Services purchased by You directly from SFDC (“Directly Purchased SFDC Services“). To the extent Your Data is submitted by You to Directly Purchased SFDC Services and is resident on the Directly Purchased SFDC Services, Your Data will constitute “Customer Data” as defined in the agreement between SFDC and You with respect to the Directly Purchased SFDC Services.
Effective November 7th 2017 to August 26th 2019
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Table of Contents
This Salesforce.com Platform Addendum (“Addendum”) constitutes a legal agreement between you or your employer or other entity on whose behalf you enter into this Addendum (the “Customer”) and APTTUS Corporation (“APTTUS”).
IF YOU ARE AGREEING TO THIS ADDENDUM ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
This Addendum applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the APTTUS General Terms of Use located at http://legal.apttus.com/legal.html#apttus-general-terms-of-use) in place between Customer and APTTUS (“Agreement”). In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent of any inconsistency. In the event of any conflict between this Addendum and any Order Form executed hereunder, this Addendum shall prevail to the extent of any inconsistency.
APTTUS may amend this Addendum from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, this Addendum will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This Addendum may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
1.1. “SFDC” means salesforce.com, Inc., a third party.
1.2. “SFDC Platform Service Agreement” means the terms governing Customer’s access to the salesforce.com platform in using the Service, as set forth in Annex A below.
2. Applicability. This Addendum applies, in addition to the Agreement, if Customer is accessing and using the Service on the SFDC Platform.
3. SFDC’s Role. Customer recognizes and agrees that: (a) the Service is hosted on a technology platform called salesforce.com, provided by SFDC; and (b) to access and use the Service, Customer agrees to comply with the SFDC Platform Service Agreement (see Annex A).
4. As a User of the Service, Customer may access and use the following SFDC standard Objects: Accounts, Activities, Tasks, Calendar, Events, Contacts, Content, Documents, Ideas, and Products. Access and use of any other SFDC Objects is subject to the appropriate licensure directly from SFDC.
5. Admin User subscriptions provided by APTTUS may be used only to configure and administer the APTTUS Service.
6. Sandbox subscriptions provided by APTTUS are (i) for testing and development of the Service, not for production use; and (ii) may solely be used with APTTUS objects, and the following salesforce.com objects: Contacts, Accounts, Events, Tasks, and Calendars. In the event Customer violates the restrictions associated with the Sandbox subscription contracted pursuant to this Order Form, Customer is responsible for any additional fees and/or penalties associated with such violation, including those that may be assessed by SFDC.
Annex A – SFDC Platform Service Agreement
THESE TERMS APPLY SOLELY TO YOUR ACCESS TO THE PLATFORM AS PERTAINS TO YOUR USE OF THE APTTUS SERVICE. THEY DO NOT SUPERCEDE OR ALTER ANY TERMS YOU MAY HAVE IN PLACE DIRECTLY WITH SFDC.
“AppExchange” means the online directory of on-demand applications that work with the SFDC Service, located at http://www.appexchange.com or at any successor websites.
“Combined Solution” means the combination of the Reseller Application and the Platform.
“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 APTTUS Corporation.
“Reseller Application” means the Reseller quote-to-cash modules to which You subscribe.
“SFDC Service” means the online, Web-based service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding Third-Party Applications. For purposes of this SFDC Service Agreement, the SFDC Service does not include the Platform.
“SFDC” means salesforce.com.
“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties and are identified as third-party applications, including but not limited to those listed on the AppExchange and the Reseller Application.
“Users” means Your employees, representatives, consultants, contractors, agents and third parties with whom You conduct business who are authorized to use the Platform 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 SFDC 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 Platform or SFDC Service.
1. Use of Platform.
(a) Each User subscription to the Reseller Application shall entitle one User to use the Platform 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 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 Platform). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service generally 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 other than those included in 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 Platform or SFDC Service functionality within it that is in excess of 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 or use such functionality, and You agree that Your use of such functionality, 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.
(b) If Your subscription to use the Platform hereunder includes Salesforce Mobile, You understand that prior to purchasing Salesforce Mobile, You should refer to the Mobile Device list located at http://www.salesforce.com/mobile/devices/ for information on mobile devices that are supported by SFDC. You agree that SFDC will not provide any refunds, credits or other compensation or remedies in connection with Your purchase of Salesforce Mobile for any mobile devices that are not supported by SFDC. Third party mobile device, operating system and network connectivity providers may, at any time, cease distribution of, interrupt, deinstall and/or prevent use of Salesforce Mobile clients on supported mobile devices without entitling You to any refund, credit or other compensation or remedies.
(c) 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.
(d) 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 SFDC 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.
(e) 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, 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, libelous, 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.
(f) 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. Audit. SFDC may audit use of this User subscription through the SFDC Service. Should any audit reveal any unauthorized use of this User subscription, You agree to pay to SFDC, within thirty (30) days of SFDCs notice of the audit results the difference between the price charged by SFDC to Reseller for the applicable User subscription and SFDCs then-current list price for the full-use version of the User subscription for all of the User subscriptions in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current subscription term (the “Prohibited Use Penalty”). Upon payment of the Prohibited Use Penalty, all User subscriptions showing unauthorized use will be converted into full-use subscriptions at SFDCs then-current list pricing for such full-use subscriptions for the remainder of the then current subscription term or subsequent terms during the Term of the Agreement.
3. Integration with Third-Party Applications. If You install or enable Third-Party Applications for use with the Platform or SFDC Service, You acknowledge that SFDC may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third Party Applications with the Platform or SFDC Service. SFDC shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. In addition, the Platform and SFDC Service may contain features designed to interoperate with Third-Party Applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding Platform or SFDC Service features on reasonable terms, SFDC may cease providing such Platform or SFDC Service features without entitling You to any refund, credit, or other compensation.
4. 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.
5. 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.
6. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, 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.
7. Suspension and Termination; Platform Continuity.
(a) Suspension and 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) subject to Section 7(b) below, 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. If You use the Reseller Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the Reseller Application (a “Shared org”) You acknowledge and understand that (i) access to such Org, including the Reseller Application used in connection with such Org, may be suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation.
(b) Platform Continuity. In the event that SFDC terminates this Agreement because Reseller has become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or Reseller ceases business in the ordinary course (any of which would be an “End of Operations Event” or “EoOE” for Reseller), SFDC will continue to make the Platform available to You and SFDC will take no self-initiated steps to (a) remove the Reseller Application from SFDC’s systems or (b) block Your access to the Reseller Application via the Platform for the remainder of Your current order term with Reseller (the “Transition Period”), provided that: (i) You pay to SFDC in advance all fees owed to SFDC with respect to the Platform pursuant to a separate order between You and SFDC; (ii) You remain in compliance with this Platform Agreement; (iii) You are legally entitled to continued access to and use of the Reseller Application in combination with the Platform after an EoOE through a written agreement with Reseller or its successor in interest in anticipation of or as a consequence of any EoOE; and (iv) there are no legal impediments to SFDC continuing to host the Reseller Application (as reasonably determined by SFDC). Notwithstanding SFDC’s continued provision of the Platform, You understand and acknowledge that SFDC shall not be responsible for providing (other than hosting “as is” subject to the above conditions), updating, maintaining or supporting the Reseller Application during the Transition Period.
8. No Warranty. SFDC 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, SFDC DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
9. 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.
10. Third Party Beneficiary. Notwithstanding anything to the contrary in the Agreement, SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to this SFDC Service Agreement.
11. Applicability. The terms of this SFDC Service Agreement govern the Platform provided to You by Reseller in connection with Reseller’s provision of the Reseller Application to You. For clarity, the terms of this SFDC Service Agreement do not supersede any agreement between SFDC and You with respect to SFDC Services purchased by You directly from SFDC (“Directly Purchased SFDC Services“). To the extent Your Data is submitted by You to Directly Purchased SFDC Services and is resident on the Directly Purchased SFDC Services, Your Data will constitute “Customer Data” as defined in the agreement between SFDC and You with respect to the Directly Purchased SFDC Services.
Effective September 18th 2017 to November 7th 2017
DownloadSummary of changes
Updated Sandbox language (Section 6)
Table of Contents
This Salesforce.com Platform Addendum (“Addendum”) constitutes a legal agreement between you or your employer or other entity on whose behalf you enter into this Addendum (the “Customer”) and APTTUS Corporation (“APTTUS”).
IF YOU ARE AGREEING TO THIS ADDENDUM ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
This Addendum applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the APTTUS General Terms of Use located at http://legal.apttus.com/legal.html#apttus-general-terms-of-use) in place between Customer and APTTUS (“Agreement”). In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent of any inconsistency. In the event of any conflict between this Addendum and any Order Form executed hereunder, this Addendum shall prevail to the extent of any inconsistency.
APTTUS may amend this Addendum from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, this Addendum will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This Addendum may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
1.1. “SFDC” means salesforce.com, Inc., a third party.
1.2. “SFDC Platform Service Agreement” means the terms governing Customer’s access to the salesforce.com platform in using the Service, as set forth in Annex A below.
2. Applicability. This Addendum applies, in addition to the Agreement, if Customer is accessing and using the Service on the SFDC Platform.
3. SFDC’s Role. Customer recognizes and agrees that: (a) the Service is hosted on a technology platform called salesforce.com, provided by SFDC; and (b) to access and use the Service, Customer agrees to comply with the SFDC Platform Service Agreement (see Annex A).
4. As a User of the Service, Customer may access and use the following SFDC standard Objects: Accounts, Activities, Tasks, Calendar, Events, Contacts, Content, Documents, Ideas, and Products. Access and use of any other SFDC Objects is subject to the appropriate licensure directly from SFDC.
5. Admin User subscriptions provided by APTTUS may be used only to configure and administer the APTTUS Service.
6. Sandbox subscriptions
provided by APTTUS are (i) for testing and development of the Service,
not for production use; and (ii) may solely be used with APTTUS objects, and
the following salesforce.com objects: Contacts, Accounts, Events, Tasks, and
Calendars. In the event Customer violates the restrictions associated with the
Sandbox subscription contracted pursuant to this Order Form, Customer is
responsible for any additional fees and/or penalties associated with such
violation, including those that may be assessed by SFDC.
Annex A – SFDC Platform Service Agreement
THESE TERMS APPLY SOLELY TO YOUR ACCESS TO THE PLATFORM AS PERTAINS TO YOUR USE OF THE APTTUS SERVICE. THEY DO NOT SUPERCEDE OR ALTER ANY TERMS YOU MAY HAVE IN PLACE DIRECTLY WITH SFDC.
“AppExchange” means the online directory of on-demand applications that work with the SFDC Service, located at http://www.appexchange.com or at any successor websites.
“Combined Solution” means the combination of the Reseller Application and the Platform.
“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 APTTUS Corporation.
“Reseller Application” means the Reseller quote-to-cash modules to which You subscribe.
“SFDC Service” means the online, Web-based service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding Third-Party Applications. For purposes of this SFDC Service Agreement, the SFDC Service does not include the Platform.
“SFDC” means salesforce.com.
“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties and are identified as third-party applications, including but not limited to those listed on the AppExchange and the Reseller Application.
“Users” means Your employees, representatives, consultants, contractors, agents and third parties with whom You conduct business who are authorized to use the Platform 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 SFDC 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 Platform or SFDC Service.
1. Use of Platform.
(a) Each User subscription to the Reseller Application shall entitle one User to use the Platform 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 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 Platform). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service generally 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 other than those included in 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 Platform or SFDC Service functionality within it that is in excess of 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 or use such functionality, and You agree that Your use of such functionality, 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.
(b) If Your subscription to use the Platform hereunder includes Salesforce Mobile, You understand that prior to purchasing Salesforce Mobile, You should refer to the Mobile Device list located at http://www.salesforce.com/mobile/devices/ for information on mobile devices that are supported by SFDC. You agree that SFDC will not provide any refunds, credits or other compensation or remedies in connection with Your purchase of Salesforce Mobile for any mobile devices that are not supported by SFDC. Third party mobile device, operating system and network connectivity providers may, at any time, cease distribution of, interrupt, deinstall and/or prevent use of Salesforce Mobile clients on supported mobile devices without entitling You to any refund, credit or other compensation or remedies.
(c) 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.
(d) 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 SFDC 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.
(e) 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, 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, libelous, 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.
(f) 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. Audit. SFDC may audit use of this User subscription through the SFDC Service. Should any audit reveal any unauthorized use of this User subscription, You agree to pay to SFDC, within thirty (30) days of SFDCs notice of the audit results the difference between the price charged by SFDC to Reseller for the applicable User subscription and SFDCs then-current list price for the full-use version of the User subscription for all of the User subscriptions in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current subscription term (the “Prohibited Use Penalty”). Upon payment of the Prohibited Use Penalty, all User subscriptions showing unauthorized use will be converted into full-use subscriptions at SFDCs then-current list pricing for such full-use subscriptions for the remainder of the then current subscription term or subsequent terms during the Term of the Agreement.
4. Integration with Third-Party Applications. If You install or enable Third-Party Applications for use with the Platform or SFDC Service, You acknowledge that SFDC may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third Party Applications with the Platform or SFDC Service. SFDC shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. In addition, the Platform and SFDC Service may contain features designed to interoperate with Third-Party Applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding Platform or SFDC Service features on reasonable terms, SFDC may cease providing such Platform or SFDC Service features without entitling You to any refund, credit, or other compensation.
5. 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.
6. 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.
7. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, 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.
8. Suspension and Termination; Platform Continuity.
(a) Suspension and 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) subject to Section 8(b) below, 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. If You use the Reseller Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the Reseller Application (a “Shared org”) You acknowledge and understand that (i) access to such Org, including the Reseller Application used in connection with such Org, may be suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation.
(b) Platform Continuity. In the event that SFDC terminates this Agreement because Reseller has become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or Reseller ceases business in the ordinary course (any of which would be an “End of Operations Event” or “EoOE” for Reseller), SFDC will continue to make the Platform available to You and SFDC will take no self-initiated steps to (a) remove the Reseller Application from SFDC’s systems or (b) block Your access to the Reseller Application via the Platform for the remainder of Your current order term with Reseller (the “Transition Period”), provided that: (i) You pay to SFDC in advance all fees owed to SFDC with respect to the Platform pursuant to a separate order between You and SFDC; (ii) You remain in compliance with this Platform Agreement; (iii) You are legally entitled to continued access to and use of the Reseller Application in combination with the Platform after an EoOE through a written agreement with Reseller or its successor in interest in anticipation of or as a consequence of any EoOE; and (iv) there are no legal impediments to SFDC continuing to host the Reseller Application (as reasonably determined by SFDC). Notwithstanding SFDC’s continued provision of the Platform, You understand and acknowledge that SFDC shall not be responsible for providing (other than hosting “as is” subject to the above conditions), updating, maintaining or supporting the Reseller Application during the Transition Period.
9. No Warranty. SFDC 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, SFDC DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, 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. Third Party Beneficiary. Notwithstanding anything to the contrary in the Agreement, SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to this SFDC Service Agreement.
12. Applicability. The terms of this SFDC Service Agreement govern the Platform provided to You by Reseller in connection with Reseller’s provision of the Reseller Application to You. For clarity, the terms of this SFDC Service Agreement do not supersede any agreement between SFDC and You with respect to SFDC Services purchased by You directly from SFDC (“Directly Purchased SFDC Services“). To the extent Your Data is submitted by You to Directly Purchased SFDC Services and is resident on the Directly Purchased SFDC Services, Your Data will constitute “Customer Data” as defined in the agreement between SFDC and You with respect to the Directly Purchased SFDC Services.
Effective August 24th 2017 to September 18th 2017
DownloadSummary of changes
Updated link reference in section 8 to '8(b)'
Table of Contents
This Salesforce.com Platform Addendum (“Addendum”) constitutes a legal agreement between you or your employer or other entity on whose behalf you enter into this Addendum (the “Customer”) and APTTUS Corporation (“APTTUS”).
IF YOU ARE AGREEING TO THIS ADDENDUM ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
This Addendum applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the APTTUS General Terms of Use located at http://legal.apttus.com/legal.html#apttus-general-terms-of-use) in place between Customer and APTTUS (“Agreement”). In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent of any inconsistency. In the event of any conflict between this Addendum and any Order Form executed hereunder, this Addendum shall prevail to the extent of any inconsistency.
APTTUS may amend this Addendum from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, this Addendum will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This Addendum may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
1.1. “SFDC” means salesforce.com, Inc., a third party.
1.2. “SFDC Platform Service Agreement” means the terms governing Customer’s access to the salesforce.com platform in using the Service, as set forth in Annex A below.
2. Applicability. This Addendum applies, in addition to the Agreement, if Customer is accessing and using the Service on the SFDC Platform.
3. SFDC’s Role. Customer recognizes and agrees that: (a) the Service is hosted on a technology platform called salesforce.com, provided by SFDC; and (b) to access and use the Service, Customer agrees to comply with the SFDC Platform Service Agreement (see Annex A).
4. As a User of the Service, Customer may access and use the following SFDC standard Objects: Accounts, Activities, Tasks, Calendar, Events, Contacts, Content, Documents, Ideas, and Products. Access and use of any other SFDC Objects is subject to the appropriate licensure directly from SFDC.
5. Admin User subscriptions provided by APTTUS may be used only to configure and administer the APTTUS Service.
6. Sandbox subscriptions provided by APTTUS are not for production use, and may be used solely for testing and development of the APTTUS Services.
Annex A – SFDC Platform Service Agreement
THESE TERMS APPLY SOLELY TO YOUR ACCESS TO THE PLATFORM AS PERTAINS TO YOUR USE OF THE APTTUS SERVICE. THEY DO NOT SUPERCEDE OR ALTER ANY TERMS YOU MAY HAVE IN PLACE DIRECTLY WITH SFDC.
“AppExchange” means the online directory of on-demand applications that work with the SFDC Service, located at http://www.appexchange.com or at any successor websites.
“Combined Solution” means the combination of the Reseller Application and the Platform.
“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 APTTUS Corporation.
“Reseller Application” means the Reseller quote-to-cash modules to which You subscribe.
“SFDC Service” means the online, Web-based service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding Third-Party Applications. For purposes of this SFDC Service Agreement, the SFDC Service does not include the Platform.
“SFDC” means salesforce.com.
“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties and are identified as third-party applications, including but not limited to those listed on the AppExchange and the Reseller Application.
“Users” means Your employees, representatives, consultants, contractors, agents and third parties with whom You conduct business who are authorized to use the Platform 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 SFDC 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 Platform or SFDC Service.
1. Use of Platform.
(a) Each User subscription to the Reseller Application shall entitle one User to use the Platform 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 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 Platform). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service generally 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 other than those included in 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 Platform or SFDC Service functionality within it that is in excess of 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 or use such functionality, and You agree that Your use of such functionality, 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.
(b) If Your subscription to use the Platform hereunder includes Salesforce Mobile, You understand that prior to purchasing Salesforce Mobile, You should refer to the Mobile Device list located at http://www.salesforce.com/mobile/devices/ for information on mobile devices that are supported by SFDC. You agree that SFDC will not provide any refunds, credits or other compensation or remedies in connection with Your purchase of Salesforce Mobile for any mobile devices that are not supported by SFDC. Third party mobile device, operating system and network connectivity providers may, at any time, cease distribution of, interrupt, deinstall and/or prevent use of Salesforce Mobile clients on supported mobile devices without entitling You to any refund, credit or other compensation or remedies.
(c) 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.
(d) 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 SFDC 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.
(e) 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, 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, libelous, 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.
(f) 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. Audit. SFDC may audit use of this User subscription through the SFDC Service. Should any audit reveal any unauthorized use of this User subscription, You agree to pay to SFDC, within thirty (30) days of SFDCs notice of the audit results the difference between the price charged by SFDC to Reseller for the applicable User subscription and SFDCs then-current list price for the full-use version of the User subscription for all of the User subscriptions in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current subscription term (the “Prohibited Use Penalty”). Upon payment of the Prohibited Use Penalty, all User subscriptions showing unauthorized use will be converted into full-use subscriptions at SFDCs then-current list pricing for such full-use subscriptions for the remainder of the then current subscription term or subsequent terms during the Term of the Agreement.
4. Integration with Third-Party Applications. If You install or enable Third-Party Applications for use with the Platform or SFDC Service, You acknowledge that SFDC may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third Party Applications with the Platform or SFDC Service. SFDC shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. In addition, the Platform and SFDC Service may contain features designed to interoperate with Third-Party Applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding Platform or SFDC Service features on reasonable terms, SFDC may cease providing such Platform or SFDC Service features without entitling You to any refund, credit, or other compensation.
5. 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.
6. 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.
7. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, 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.
8. Suspension and Termination; Platform Continuity.
(a) Suspension and 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) subject to Section 8(b) below, 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. If You use the Reseller Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the Reseller Application (a “Shared org”) You acknowledge and understand that (i) access to such Org, including the Reseller Application used in connection with such Org, may be suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation.
(b) Platform Continuity. In the event that SFDC terminates this Agreement because Reseller has become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or Reseller ceases business in the ordinary course (any of which would be an “End of Operations Event” or “EoOE” for Reseller), SFDC will continue to make the Platform available to You and SFDC will take no self-initiated steps to (a) remove the Reseller Application from SFDC’s systems or (b) block Your access to the Reseller Application via the Platform for the remainder of Your current order term with Reseller (the “Transition Period”), provided that: (i) You pay to SFDC in advance all fees owed to SFDC with respect to the Platform pursuant to a separate order between You and SFDC; (ii) You remain in compliance with this Platform Agreement; (iii) You are legally entitled to continued access to and use of the Reseller Application in combination with the Platform after an EoOE through a written agreement with Reseller or its successor in interest in anticipation of or as a consequence of any EoOE; and (iv) there are no legal impediments to SFDC continuing to host the Reseller Application (as reasonably determined by SFDC). Notwithstanding SFDC’s continued provision of the Platform, You understand and acknowledge that SFDC shall not be responsible for providing (other than hosting “as is” subject to the above conditions), updating, maintaining or supporting the Reseller Application during the Transition Period.
9. No Warranty. SFDC 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, SFDC DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, 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. Third Party Beneficiary. Notwithstanding anything to the contrary in the Agreement, SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to this SFDC Service Agreement.
12. Applicability. The terms of this SFDC Service Agreement govern the Platform provided to You by Reseller in connection with Reseller’s provision of the Reseller Application to You. For clarity, the terms of this SFDC Service Agreement do not supersede any agreement between SFDC and You with respect to SFDC Services purchased by You directly from SFDC (“Directly Purchased SFDC Services“). To the extent Your Data is submitted by You to Directly Purchased SFDC Services and is resident on the Directly Purchased SFDC Services, Your Data will constitute “Customer Data” as defined in the agreement between SFDC and You with respect to the Directly Purchased SFDC Services.
Effective July 7th 2017 to August 24th 2017
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applicability; capitalization; third party beneficiaries
Table of Contents
This Salesforce.com Platform Addendum (“Addendum”) constitutes a legal agreement between you or your employer or other entity on whose behalf you enter into this Addendum (the “Customer”) and APTTUS Corporation (“APTTUS”).
IF YOU ARE AGREEING TO THIS ADDENDUM ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
This Addendum applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the APTTUS General Terms of Use located at http://legal.apttus.com/legal.html#apttus-general-terms-of-use) in place between Customer and APTTUS (“Agreement”). In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail to the extent of any inconsistency. In the event of any conflict between this Addendum and any Order Form executed hereunder, this Addendum shall prevail to the extent of any inconsistency.
APTTUS may amend this Addendum from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, this Addendum will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. This Addendum may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
1.1. “SFDC” means salesforce.com, Inc., a third party.
1.2. “SFDC Platform Service Agreement” means the terms governing Customer’s access to the salesforce.com platform in using the Service, as set forth in Annex A below.
2. Applicability. This Addendum applies, in addition to the Agreement, if Customer is accessing and using the Service on the SFDC Platform.
3. SFDC’s Role. Customer recognizes and agrees that: (a) the Service is hosted on a technology platform called salesforce.com, provided by SFDC; and (b) to access and use the Service, Customer agrees to comply with the SFDC Platform Service Agreement (see Annex A).
4. As a User of the Service, Customer may access and use the following SFDC standard Objects: Accounts, Activities, Tasks, Calendar, Events, Contacts, Content, Documents, Ideas, and Products. Access and use of any other SFDC Objects is subject to the appropriate licensure directly from SFDC.
5. Admin User subscriptions provided by APTTUS may be used only to configure and administer the APTTUS Service.
6. Sandbox subscriptions provided by APTTUS are not for production use, and may be used solely for testing and development of the APTTUS Services.
Annex A – SFDC Platform Service Agreement
THESE TERMS APPLY SOLELY TO YOUR ACCESS TO THE PLATFORM AS PERTAINS TO YOUR USE OF THE APTTUS SERVICE. THEY DO NOT SUPERCEDE OR ALTER ANY TERMS YOU MAY HAVE IN PLACE DIRECTLY WITH SFDC.
“AppExchange” means the online directory of on-demand applications that work with the SFDC Service, located at http://www.appexchange.com or at any successor websites.
“Combined Solution” means the combination of the Reseller Application and the Platform.
“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 APTTUS Corporation.
“Reseller Application” means the Reseller quote-to-cash modules to which You subscribe.
“SFDC Service” means the online, Web-based service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding Third-Party Applications. For purposes of this SFDC Service Agreement, the SFDC Service does not include the Platform.
“SFDC” means salesforce.com.
“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties and are identified as third-party applications, including but not limited to those listed on the AppExchange and the Reseller Application.
“Users” means Your employees, representatives, consultants, contractors, agents and third parties with whom You conduct business who are authorized to use the Platform 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 SFDC 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 Platform or SFDC Service.
1. Use of Platform.
(a) Each User subscription to the Reseller Application shall entitle one User to use the Platform 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 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 Platform). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service generally 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 other than those included in 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 Platform or SFDC Service functionality within it that is in excess of 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 or use such functionality, and You agree that Your use of such functionality, 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.
(b) If Your subscription to use the Platform hereunder includes Salesforce Mobile, You understand that prior to purchasing Salesforce Mobile, You should refer to the Mobile Device list located at http://www.salesforce.com/mobile/devices/ for information on mobile devices that are supported by SFDC. You agree that SFDC will not provide any refunds, credits or other compensation or remedies in connection with Your purchase of Salesforce Mobile for any mobile devices that are not supported by SFDC. Third party mobile device, operating system and network connectivity providers may, at any time, cease distribution of, interrupt, deinstall and/or prevent use of Salesforce Mobile clients on supported mobile devices without entitling You to any refund, credit or other compensation or remedies.
(c) 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.
(d) 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 SFDC 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.
(e) 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, 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, libelous, 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.
(f) 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. Audit. SFDC may audit use of this User subscription through the SFDC Service. Should any audit reveal any unauthorized use of this User subscription, You agree to pay to SFDC, within thirty (30) days of SFDCs notice of the audit results the difference between the price charged by SFDC to Reseller for the applicable User subscription and SFDCs then-current list price for the full-use version of the User subscription for all of the User subscriptions in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current subscription term (the “Prohibited Use Penalty”). Upon payment of the Prohibited Use Penalty, all User subscriptions showing unauthorized use will be converted into full-use subscriptions at SFDCs then-current list pricing for such full-use subscriptions for the remainder of the then current subscription term or subsequent terms during the Term of the Agreement.
4. Integration with Third-Party Applications. If You install or enable Third-Party Applications for use with the Platform or SFDC Service, You acknowledge that SFDC may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third Party Applications with the Platform or SFDC Service. SFDC shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. In addition, the Platform and SFDC Service may contain features designed to interoperate with Third-Party Applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding Platform or SFDC Service features on reasonable terms, SFDC may cease providing such Platform or SFDC Service features without entitling You to any refund, credit, or other compensation.
5. 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.
6. 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.
7. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, 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.
8. Suspension and Termination; Platform Continuity.
(a) Suspension and 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) subject to Section 9(b) below, 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. If You use the Reseller Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the Reseller Application (a “Shared org”) You acknowledge and understand that (i) access to such Org, including the Reseller Application used in connection with such Org, may be suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation.
(b) Platform Continuity. In the event that SFDC terminates this Agreement because Reseller has become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or Reseller ceases business in the ordinary course (any of which would be an “End of Operations Event” or “EoOE” for Reseller), SFDC will continue to make the Platform available to You and SFDC will take no self-initiated steps to (a) remove the Reseller Application from SFDC’s systems or (b) block Your access to the Reseller Application via the Platform for the remainder of Your current order term with Reseller (the “Transition Period”), provided that: (i) You pay to SFDC in advance all fees owed to SFDC with respect to the Platform pursuant to a separate order between You and SFDC; (ii) You remain in compliance with this Platform Agreement; (iii) You are legally entitled to continued access to and use of the Reseller Application in combination with the Platform after an EoOE through a written agreement with Reseller or its successor in interest in anticipation of or as a consequence of any EoOE; and (iv) there are no legal impediments to SFDC continuing to host the Reseller Application (as reasonably determined by SFDC). Notwithstanding SFDC’s continued provision of the Platform, You understand and acknowledge that SFDC shall not be responsible for providing (other than hosting “as is” subject to the above conditions), updating, maintaining or supporting the Reseller Application during the Transition Period.
9. No Warranty. SFDC 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, SFDC DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, 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. Third Party Beneficiary. Notwithstanding anything to the contrary in the Agreement, SFDC shall be a third party beneficiary to the agreement between You and Reseller solely as it relates to this SFDC Service Agreement.
12. Applicability. The terms of this SFDC Service Agreement govern the Platform provided to You by Reseller in connection with Reseller’s provision of the Reseller Application to You. For clarity, the terms of this SFDC Service Agreement do not supersede any agreement between SFDC and You with respect to SFDC Services purchased by You directly from SFDC (“Directly Purchased SFDC Services“). To the extent Your Data is submitted by You to Directly Purchased SFDC Services and is resident on the Directly Purchased SFDC Services, Your Data will constitute “Customer Data” as defined in the agreement between SFDC and You with respect to the Directly Purchased SFDC Services.
Effective January 1st 2017 to July 7th 2017
DownloadTable of Contents
This Addendum (“Addendum”) to the Apttus General Terms of Use (“Terms”) constitutes a legal agreement between you or your employer or other entity on whose behalf you enter into this Addendum (the “Customer”) and APTTUS Corporation (“APTTUS”).
1. Definitions.
1.1. “SFDC” means salesforce.com, Inc., a third party.
1.2. “SFDC Platform Service Agreement” means the terms governing Customer’s access to the salesforce.com platform in using the Service, as set forth in Annex A below.
2. Applicability. This Addendum applies, in addition to the Terms, if Customer is accessing and using the Service on the SFDC Platform.
3. SFDC’s Role. Customer recognizes and agrees that: (a) the Service is hosted on a technology platform called salesforce.com, provided by SFDC; and (b) to access and use the Service, Customer agrees to comply with the SFDC Platform Service Agreement (see Annex A).
4. (Replaces Section 12.2 of the Terms) No Third-Party Beneficiaries. There are no third-party beneficiaries to the Terms except as may be set forth in the SFDC Platform Service Agreement.
Annex A – SFDC Platform Service Agreement
THESE TERMS APPLY SOLELY TO YOUR ACCESS TO THE PLATFORM AS PERTAINS TO YOUR USE OF THE APTTUS SERVICE. THEY DO NOT SUPERCEDE OR ALTER ANY TERMS YOU MAY HAVE IN PLACE DIRECTLY WITH SFDC.
“AppExchange” means the online directory of on-demand applications that work with the SFDC Service, located at http://www.appexchange.com or at any successor websites.
“Combined Solution” means the combination of the Reseller Application and the Platform.
“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 Apttus Corporation.
“Reseller Application” means the Reseller quote-to-cash modules to which You subscribe.
“SFDC Service” means the online, Web-based service generally made available to the public via http://www.salesforce.com and/or other designated websites, including associated offline components but excluding Third-Party Applications. For purposes of this SFDC Service Agreement, the SFDC Service does not include the Platform.
“SFDC” means salesforce.com.
“Third-Party Applications” means online, Web-based applications and offline software products that are provided by third parties and are identified as third-party applications, including but not limited to those listed on the AppExchange and the Reseller Application.
“Users” means Your employees, representatives, consultants, contractors, agents and third parties with whom You conduct business who are authorized to use the Platform 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 SFDC 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 Platform or SFDC Service.
1. Use of Platform.
(a) Each User subscription to the Reseller Application shall entitle one User to use the Platform 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 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 Platform). For clarity, Your subscription to use the Platform hereunder does not include a subscription to use the SFDC Service generally 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 other than those included in 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 Platform or SFDC Service functionality within it that is in excess of 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 or use such functionality, and You agree that Your use of such functionality, 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.
(b) If Your subscription to use the Platform hereunder includes Salesforce Mobile, You understand that prior to purchasing Salesforce Mobile, You should refer to the Mobile Device list located at http://www.salesforce.com/mobile/devices/ for information on mobile devices that are supported by SFDC. You agree that SFDC will not provide any refunds, credits or other compensation or remedies in connection with Your purchase of Salesforce Mobile for any mobile devices that are not supported by SFDC. Third party mobile device, operating system and network connectivity providers may, at any time, cease distribution of, interrupt, deinstall and/or prevent use of Salesforce Mobile clients on supported mobile devices without entitling You to any refund, credit or other compensation or remedies.
(c) 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.
(d) 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 SFDC 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.
(e) 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, 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, libelous, 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.
(f) 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. Audit. SFDC may audit use of this User subscription through the SFDC Service. Should any audit reveal any unauthorized use of this User subscription, You agree to pay to SFDC, within thirty (30) days of SFDCs notice of the audit results the difference between the price charged by SFDC to Reseller for the applicable User subscription and SFDCs then-current list price for the full-use version of the User subscription for all of the User subscriptions in the same Org showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then current subscription term (the “Prohibited Use Penalty”). Upon payment of the Prohibited Use Penalty, all User subscriptions showing unauthorized use will be converted into full-use subscriptions at SFDCs then-current list pricing for such full-use subscriptions for the remainder of the then current subscription term or subsequent terms during the Term of the Agreement.
4. Integration with Third-Party Applications. If You install or enable Third-Party Applications for use with the Platform or SFDC Service, You acknowledge that SFDC may allow providers of those Third-Party Applications to access Your Data as required for the interoperation of such Third Party Applications with the Platform or SFDC Service. SFDC shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by Third-Party Application providers. In addition, the Platform and SFDC Service may contain features designed to interoperate with Third-Party Applications (e.g., Google, Facebook or Twitter applications). To use such features, You may be required to obtain access to such Third-Party Applications from their providers. If the provider of any such Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding Platform or SFDC Service features on reasonable terms, SFDC may cease providing such Platform or SFDC Service features without entitling You to any refund, credit, or other compensation.
5. 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.
6. 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.
7. Suggestions. You agree that SFDC shall have a royalty-free, worldwide, transferable, sublicenseable, 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.
8. Suspension and Termination; Platform Continuity.
(a) Suspension and 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) subject to Section 9(b) below, 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. If You use the Reseller Application in combination with a SFDC Service Org other than the Org provisioned solely for use with the Reseller Application (a “Shared org”) You acknowledge and understand that (i) access to such Org, including the Reseller Application used in connection with such Org, may be suspended due to Your non-payment to SFDC or other breach of Your Agreement with SFDC, and (ii) in the event Your relationship with SFDC is terminated as a result of non-payment or other material breach of Your agreement with SFDC, Your Platform subscriptions would also be terminated. In no case will any such termination or suspension give rise to any liability of SFDC to You for a refund or other compensation.
(b) Platform Continuity. In the event that SFDC terminates this Agreement because Reseller has become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors or Reseller ceases business in the ordinary course (any of which would be an “End of Operations Event” or “EoOE” for Reseller), SFDC will continue to make the Platform available to You and SFDC will take no self-initiated steps to (a) remove the Reseller Application from SFDC’s systems or (b) block Your access to the Reseller Application via the Platform for the remainder of Your current order term with Reseller (the “Transition Period”), provided that: (i) You pay to SFDC in advance all fees owed to SFDC with respect to the Platform pursuant to a separate order between You and SFDC; (ii) You remain in compliance with this Platform Agreement; (iii) You are legally entitled to continued access to and use of the Reseller Application in combination with the Platform after an EoOE through a written agreement with Reseller or its successor in interest in anticipation of or as a consequence of any EoOE; and (iv) there are no legal impediments to SFDC continuing to host the Reseller Application (as reasonably determined by SFDC). Notwithstanding SFDC’s continued provision of the Platform, You understand and acknowledge that SFDC shall not be responsible for providing (other than hosting “as is” subject to the above conditions), updating, maintaining or supporting the Reseller Application during the Transition Period.
9. No Warranty. SFDC 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, SFDC DISCLAIMS ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, WITH RESPECT TO THE PLATFORM, THE SFDC SERVICE, AND/OR THE RESELLER APPLICATION, 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. 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.
12. Applicability. The terms of this SFDC Service Agreement govern the Platform provided to You by Reseller in connection with Reseller’s provision of the Reseller Application to You. For clarity, the terms of this SFDC Service Agreement do not supersede any agreement between SFDC and You with respect to SFDC Services purchased by You directly from SFDC (“Directly Purchased SFDC Services“). To the extent Your Data is submitted by You to Directly Purchased SFDC Services and is resident on the Directly Purchased SFDC Services, Your Data will constitute “Customer Data” as defined in the agreement between SFDC and You with respect to the Directly Purchased SFDC Services.
Acceptable Use Policy
Effective June 5th 2024
DownloadTable of Contents
ACCEPTABLE USE POLICY
This Acceptable Use Policy (“Policy”) is part of our Terms and Conditions and apply in addition to the Master Services Agreement, Master Partner Agreement, Conga Training Terms and Conditions, or similar agreement, (whether formed by a separately executed agreement or by acceptance of the applicable terms or agreement located at ) ( collectively, “Legal Terms”). If you do not agree with these Legal Terms, please refrain from using our Services. Your continued use of our Services implies acceptance of these Legal Terms.
Please carefully review this Policy which applies to any and all:
(a) uses of our Services (as defined below);
(b) forms, materials, consent tools, comments, postings, and all other content available on the Services (“Content”); and
(c) material which you contribute to the Services including any upload, post, review, disclosure, ratings, comments, chat etc. in any forum, chatrooms, reviews, and to any interactive services associated with it ("Contribution").
WHO WE ARE
We are Conga Corporation, doing business on behalf of itself and its affiliates (“Conga”) (“Company,” “we,” “us,” or “our”), We operate many websites with the Conga domain: https://conga.com/ (the “Site”), the platform Conga Revenue Management (the “Platform”), as well as any other related products and services that refer or link to this Policy (collectively, the “Services”).
USE OF THE SERVICES
When you use the Services you acknowledge that you shall not use the Services in a manner that:
- Is threatening, abusive, harassing, defamatory, deceptive, or fraudulent.
- Infringes Conga’s or a third party’s intellectual property right.
- Results in the introduction of programming routines, code, files, scripts, macros, or other elements that may damage, surreptitiously intercept or expropriate any system, data, or personal information through agents or programs intended to do harm including for example viruses, worms, time bombs and Trojan horses.
- Harvests or otherwise collects information about others, including email addresses without their consent.
- Is outside the scope of your employment
You also acknowledge that when you use the Services you will not:
- Systematically retrieve data or other content from the Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
- Circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Services and/or the Content contained therein.
- Engage in unauthorized framing of or linking to the Services.
- Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
- Make improper use of our Services, including our support services or submit false reports of abuse or misconduct.
- Engage in any automated use of the Services, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
- Interfere with, disrupt, or create an undue burden on the Services or the networks or the Services connected.
- Attempt to impersonate another user or person or use the username of another user.
- Use the Services as part of any effort to compete with us or otherwise use the Services and/or the Content for any revenue-generating endeavour or commercial enterprise.
- Decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Services, except as expressly permitted by applicable law.
- Attempt to bypass any measures of the Services designed to prevent or restrict access to the Services, or any portion of the Services.
- Copy or adapt the Services’ software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
- Except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Services, or using or launching any unauthorized script or other software.
- Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
- Use the Services in a manner inconsistent with any applicable laws or regulations.
You understand, acknowledge, and agree that you may not, except if expressly permitted:
- Reconstruct or attempt to discover any source code or algorithms of the Services, or any portion thereof, by any means whatsoever.
- Provide, or otherwise make available, the Services to any third party.
- Intercept any data not intended for you.
- Damage, reveal, or alter any user’s data, or any other hardware, software, or information relating to another person or entity.
- Engage in any use, including modification, copying, redistribution, publication, display, performance, or retransmission, of any portions of any Services, other than as expressly permitted by this Policy, without the prior written consent of Conga, which consent Conga may grant or refuse in its sole and absolute discretion.
You understand, acknowledge, and agree that:
- Certain parts of your personal identifiable information (including your name and work email, will be listed and visible to other community users pursuant to Conga’s privacy notice located at: https://conga.com/privacy
- Super/Admin Community Users will have additional access to perform some business actions (e.g. request to update account information, view renewal details, etc.)
CONSEQUENCES OF BREACHING OF THIS POLICY
The consequences for violating this Policy will vary depending on the severity of the breach and the user's history on the Services, by way of example:
Conga may, in some cases, give you a warning, however, if your breach is serious or if you continue to breach our Legal Terms and this Policy, Conga reserves the right to suspend or terminate your access to and use of our Services and, if applicable, disable your account.
Conga expressly disclaims all liability for all action taken in response to any breach of this Policy.
You may be held liable for damages for actions that are contrary to the intended use herein.
DISCLAIMER
Conga monitor users’ activities, and we disclaim any responsibility for your misuse stated in this Policy, Conga disclaims any obligation to any person who has not entered into an agreement with Conga for the use of the Services.
HOW CAN YOU CONTACT US ABOUT THIS POLICY?
If you have any further questions or comments or wish to report any problems in relation to your use of the Services, you may contact us by using our various contact forms within the site you are currently accessing, or at https://conga.com/contact-us.
Application Management Support Terms & Conditions
Effective May 23rd 2024
DownloadTable of Contents
Application Management Support (“AMS”) allows Customers to offload ongoing application maintenance activities and receive advice and guidance from Conga product experts. AMS is generally made available as a renewable subscription (certain # of FTEs (Full Time Equivalent) per time period, e.g. FTEs per year) for the duration set forth in the applicable Order.
These Application Management Support Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Conga Corporation (“Conga”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
AMS is considered an extension of Conga technical support and governed by the applicable terms of the Master Services Agreement, or similar subscription agreement, whether formed by separately executed agreement or via acceptance of the Master Services Agreement located at http://legal.conga.com/#master-services-agreement, in place between Customer and Conga (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and the applicable Order.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
Conga may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next AMS term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. The initial term and applicable invoice dates for an AMS subscription are indicated on the applicable Order. Subscription fees for AMS shall be non-refundable. Any unused FTE units will expire at the end of the applicable term. The total FTEs purchased by Customer are subject to a maximum threshold of 150 hours per month per FTE unit. FTE units may not be carried over to the following month, unless otherwise set forth in the applicable Order.
2. Unless otherwise set forth in a separate Master Subscription Services Agreement, or equivalent software subscription agreement, the fees for each renewal term will increase by 5% over the fees for the prior twelve (12) months. The number of FTEs required to complete a Customer request may be estimated in a level of effort document (“Level of Effort”). The Level of Effort is an estimate only. The actual FTEs used may be less, or more, than the original estimate. If the actual FTEs must exceed the FTEs available to the Customer for the then current term, additional AMS FTEs may be purchased via a separately executed Order. Unless otherwise set forth in such separate Order, the additional AMS FTEs shall expire coterminous with Customer’s then existing AMS FTEs. Upon Conga’s request, Customer will provide Conga with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Conga to be able to provide a Level of Effort.
3. Customer is responsible for thoroughly testing AMS configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion. Any change or adjustment to the configuration thereafter requires a new Level of Effort and is not covered under the original Level of Effort.
4. If any work product or deliverable (“Deliverable”) is created or derived via AMS, Conga shall own all Deliverables, as well as, and including, any feature enhancements, customizations, or derivative works made to the Subscription Services, provided Customer shall own all Customer Data and Customer Confidential Information.
5. Some Customer requests may, depending on their complexity or size and in Conga’s sole discretion, not be covered by AMS, including, without limitation, integrations (which will be referred to Conga Professional Services) and training classes (which will be referred to the Conga Education Services).
6. Customer will grant AMS representatives full admin access to the production and sandbox orgs as necessary for the provision of AMS hereunder. AMS representatives may provide temporary access for, consult with, or assign work to, other Conga employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
7. Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
8. All AMS is performed remotely (i.e. there will be no travel).
9. AMS hours of coverage are as follows:
(i) Off-Shore hours are between 1 PM and 10 PM IST;
(ii) On-Shore hours are between 8 AM and 5 PM PST; and/or
(iii) Conga and Customer may agree to work within typical hours for Customer’s time zone during the work week (Monday through Friday, except holidays).
10. A named AMS representative may be temporarily replaced by another AMS representative in case of vacation, training assignments, or similar absences.
11. Conga may refuse to perform a Customer request due to high risk or any other relevant reason. Conga is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Conga environments by AMS.
Effective February 11th 2021 to May 23rd 2024
DownloadTable of Contents
Application Management Support (“AMS”) allows Customers to offload ongoing application maintenance activities and receive advice and guidance from Conga product experts. AMS is generally made available as a renewable subscription (certain # of FTEs (Full Time Equivalent) per time period, e.g. FTEs per year) for the duration set forth in the applicable Order.
These Application Management Support Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Conga”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
AMS is considered an extension of Conga technical support and governed by the applicable terms of the Master Services Agreement, or similar subscription agreement, whether formed by separately executed agreement or via acceptance of the Master Services Agreement located at http://legal.apttus.com/#master-services-agreement, in place between Customer and Conga (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and the applicable Order.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
Conga may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next AMS term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. The initial term and applicable invoice dates for an AMS subscription are indicated on the applicable Order. Subscription fees for AMS shall be non-refundable. Any unused FTE units will expire at the end of the applicable term. The total FTEs purchased by Customer are subject to a maximum threshold of 150 hours per month per FTE unit. FTE units may not be carried over to the following month, unless otherwise set forth in the applicable Order.
2. Unless otherwise set forth in a separate Master Subscription Services Agreement, or equivalent software subscription agreement, the fees for each renewal term will increase by 5% over the fees for the prior twelve (12) months.The number of FTEs required to complete a Customer request may be estimated in a level of effort document (“Level of Effort”). The Level of Effort is an estimate only. The actual FTEs used may be less, or more, than the original estimate. If the actual FTEs must exceed the FTEs available to the Customer for the then current term, additional AMS FTEs may be purchased via a separately executed Order. Unless otherwise set forth in such separate Order, the additional AMS FTEs shall expire coterminous with Customer’s then existing AMS FTEs. Upon Conga’s request, Customer will provide Conga with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Conga to be able to provide a Level of Effort.
3. Customer is responsible for thoroughly testing AMS configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion. Any change or adjustment to the configuration thereafter requires a new Level of Effort and is not covered under the original Level of Effort.
4. If any work product or deliverable (“Deliverable”) is created or derived via AMS, Conga shall own all Deliverables, as well as, and including, any feature enhancements, customizations, or derivative works made to the Subscription Services, provided Customer shall own all Customer Data and Customer Confidential Information..
5. Some Customer requests may, depending on their complexity or size and in Conga’s sole discretion, not be covered by AMS, including, without limitation, integrations (which will be referred to Conga Professional Services) and training classes (which will be referred to the Conga Education Services).
6. Customer will grant AMS representatives full admin access to the production and sandbox orgs as necessary for the provision of AMS hereunder. AMS representatives may provide temporary access for, consult with, or assign work to, other Conga employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
7. Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
8. All AMS is performed remotely (i.e. there will be no travel).
9. AMS hours of coverage are as follows:
(i) Off-Shore hours are between 1 PM and 10 PM IST;
(ii) On-Shore hours are between 8 AM and 5 PM PST; and/or
(iii) Conga and Customer may agree to work within typical hours for Customer’s time zone during the work week (Monday through Friday, except holidays).
10. A named AMS representative may be temporarily replaced by another AMS representative in case of vacation, training assignments, or similar absences.
11. Conga may refuse to perform a Customer request due to high risk or any other relevant reason. Conga is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Conga environments by AMS.
Effective October 12th 2020 to February 11th 2021
DownloadTable of Contents
Application Management Support (“AMS”) allows Customers to offload ongoing application maintenance activities and receive advice and guidance from Conga product experts. AMS is generally made available as a renewable subscription (certain # of FTEs (Full Time Equivalent) per time period, e.g. FTEs per year) for the duration set forth in the applicable Order.
These Application Management Support Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Conga”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
AMS is considered an extension of Conga technical support and governed by the applicable terms of the Master Subscription Services Agreement (whether formed by separately executed agreement or via acceptance of the Master Subscription Services Agreement located at http://legal.apttus.com/#apttus-master-subscription-services-agreement) in place between Customer and Conga (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and the applicable Order.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
Conga may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next AMS term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. The initial term and applicable invoice dates for an AMS subscription are indicated on the applicable Order. Subscription fees for AMS shall be non-refundable. Any unused FTE units will expire at the end of the applicable term. The total FTEs purchased by Customer are subject to a maximum threshold of 150 hours per month per FTE unit. FTE units may not be carried over to the following month, unless otherwise set forth in the applicable Order.
2. Unless otherwise set forth in a separate Master Subscription Services Agreement, or equivalent software subscription agreement, the fees for each renewal term will increase by 5% over the fees for the prior twelve (12) months.The number of FTEs required to complete a Customer request may be estimated in a level of effort document (“Level of Effort”). The Level of Effort is an estimate only. The actual FTEs used may be less, or more, than the original estimate. If the actual FTEs must exceed the FTEs available to the Customer for the then current term, additional AMS FTEs may be purchased via a separately executed Order. Unless otherwise set forth in such separate Order, the additional AMS FTEs shall expire coterminous with Customer’s then existing AMS FTEs. Upon Conga’s request, Customer will provide Conga with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Conga to be able to provide a Level of Effort.
3. Customer is responsible for thoroughly testing AMS configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion. Any change or adjustment to the configuration thereafter requires a new Level of Effort and is not covered under the original Level of Effort.
4. If any work product or deliverable (“Deliverable”) is created or derived via AMS, Conga shall own all Deliverables, as well as, and including, any feature enhancements, customizations, or derivative works made to the Subscription Services, provided Customer shall own all Customer Data and Customer Confidential Information..
5. Some Customer requests may, depending on their complexity or size and in Conga’s sole discretion, not be covered by AMS, including, without limitation, integrations (which will be referred to Conga Professional Services) and training classes (which will be referred to the Conga Education Services).
6. Customer will grant AMS representatives full admin access to the production and sandbox orgs as necessary for the provision of AMS hereunder. AMS representatives may provide temporary access for, consult with, or assign work to, other Conga employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
7. Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
8. All AMS is performed remotely (i.e. there will be no travel).
9. AMS hours of coverage are as follows:
(i) Off-Shore hours are between 1 PM and 10 PM IST;
(ii) On-Shore hours are between 8 AM and 5 PM PST; and/or
(iii) Conga and Customer may agree to work within typical hours for Customer’s time zone during the work week (Monday through Friday, except holidays).
10. A named AMS representative may be temporarily replaced by another AMS representative in case of vacation, training assignments, or similar absences.
11. Conga may refuse to perform a Customer request due to high risk or any other relevant reason. Conga is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Conga environments by AMS.
Effective April 9th 2020 to October 12th 2020
DownloadTable of Contents
Application Management Support (“AMS”) allows Customers to offload ongoing application maintenance activities and receive advice and guidance from Apttus product experts. AMS is generally made available as a renewable subscription (certain # of FTEs (Full Time Equivalent) per time period, e.g. FTEs per year) for the duration set forth in the applicable Order.
These Application Management Support Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Apttus”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
AMS is considered an extension of Apttus technical support and governed by the applicable terms of the Master Subscription Services Agreement (whether formed by separately executed agreement or via acceptance of the Master Subscription Services Agreement located at http://legal.apttus.com/#apttus-master-subscription-services-agreement) in place between Customer and Apttus (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and the applicable Order.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
Apttus may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next AMS term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. The initial term and applicable invoice dates for an AMS subscription are indicated on the applicable Order. Subscription fees for AMS shall be non-refundable. Any unused FTE units will expire at the end of the applicable term. The total FTEs purchased by Customer are subject to a maximum threshold of 150 hours per month per FTE unit. FTE units may not be carried over to the following month, unless otherwise set forth in the applicable Order.
2. Unless otherwise set forth in a separate Master Subscription Services Agreement, or equivalent software subscription agreement, the fees for each renewal term will increase by 5% over the fees for the prior twelve (12) months.The number of FTEs required to complete a Customer request may be estimated in a level of effort document (“Level of Effort”). The Level of Effort is an estimate only. The actual FTEs used may be less, or more, than the original estimate. If the actual FTEs must exceed the FTEs available to the Customer for the then current term, additional AMS FTEs may be purchased via a separately executed Order. Unless otherwise set forth in such separate Order, the additional AMS FTEs shall expire coterminous with Customer’s then existing AMS FTEs. Upon Apttus’ request, Customer will provide Apttus with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Apttus to be able to provide a Level of Effort.
3. Customer is responsible for thoroughly testing AMS configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion. Any change or adjustment to the configuration thereafter requires a new Level of Effort and is not covered under the original Level of Effort.
4. If any work product or deliverable (“Deliverable”) is created or derived via AMS, Apttus shall own all Deliverables, as well as, and including, any feature enhancements, customizations, or derivative works made to the Subscription Services, provided Customer shall own all Customer Data and Customer Confidential Information..
5. Some Customer requests may, depending on their complexity or size and in Apttus’ sole discretion, not be covered by AMS, including, without limitation, integrations (which will be referred to Apttus Professional Services) and training classes (which will be referred to the Apttus Education Services).
6. Customer will grant AMS representatives full admin access to the production and sandbox orgs as necessary for the provision of AMS hereunder. AMS representatives may provide temporary access for, consult with, or assign work to, other Apttus employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
7. Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
8. All AMS is performed remotely (i.e. there will be no travel).
9. AMS hours of coverage are as follows:
(i) Off-Shore hours are between 1 PM and 10 PM IST;
(ii) On-Shore hours are between 8 AM and 5 PM PST; and/or
(iii) Apttus and Customer may agree to work within typical hours for Customer’s time zone during the work week (Monday through Friday, except holidays).
10. A named AMS representative may be temporarily replaced by another AMS representative in case of vacation, training assignments, or similar absences.
11. Apttus may refuse to perform a Customer request due to high risk or any other relevant reason. Apttus is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Apttus environments by AMS.
Effective September 3rd 2019 to April 9th 2020
DownloadTable of Contents
Application Management Support (“AMS”) allows Customers to offload ongoing application maintenance activities and receive advice and guidance from Apttus product experts. AMS is generally made available as a renewable subscription (certain # of FTEs (Full Time Equivalent) per time period, e.g. FTEs per year) for the duration set forth in the applicable Order.
These Application Management Support Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Apttus”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
AMS is considered an extension of Apttus technical support and governed by the applicable terms of the Master Subscription Services Agreement (whether formed by separately executed agreement or via acceptance of the Master Subscription Services Agreement located at http://legal.apttus.com/#apttus-master-subscription-services-agreement) in place between Customer and Apttus (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and the applicable Order.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
Apttus may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next AMS term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. The initial term and applicable invoice dates for an AMS subscription are indicated on the applicable Order. Subscription fees for AMS shall be non-refundable. Any unused FTE units will expire at the end of the applicable term. The total FTEs purchased by Customer are subject to a maximum threshold of 150 hours per month per FTE unit. FTE units may not be carried over to the following month, unless otherwise set forth in the applicable Order.
2. Unless set forth otherwise in the Agreement, upon the expiration of any Order, the AMS subscription described in the applicable Order will auto-renew for a period of twelve (12) months, unless (i) Customer notifies Apttus at least forty-five (45) days in advance of their intent not to renew; or (ii) renewal Order(s) have already been negotiated. The fees for the auto-renew term will increase by 5% over the prior twelve (12) months.
3. The number of FTEs required to complete a Customer request may be estimated in a level of effort document (“Level of Effort”). The Level of Effort is an estimate only. The actual FTEs used may be less, or more, than the original estimate. If the actual FTEs must exceed the FTEs available to the Customer for the then current term, additional AMS FTEs may be purchased via a separately executed Order. Unless otherwise set forth in such separate Order, the additional AMS FTEs shall expire coterminous with Customer’s then existing AMS FTEs. Upon Apttus’ request, Customer will provide Apttus with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Apttus to be able to provide a Level of Effort.
4. Customer is responsible for thoroughly testing AMS configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion. Any change or adjustment to the configuration thereafter requires a new Level of Effort and is not covered under the original Level of Effort.
5. If any work product or deliverable (“Deliverable”) is created or derived via AMS, the following shall apply: (i) Customer shall own all Deliverables, to the extent each contains Customer Data or Customer Confidential Information and (ii) Apttus shall own all other Deliverables, as well as any feature enhancements, customizations, or derivative works made to or created via the Service.
6. Some Customer requests may, depending on their complexity or size and in Apttus’ sole discretion, not be covered by AMS and be referred to the Apttus Professional Services team, including, without limitation, integrations (will be referred to the Apttus Professional Services team), and training classes (will be referred to the Apttus University and Training team).
7. Customer will grant AMS representatives full admin access to the production and sandbox orgs necessary for the provision of AMS. AMS representatives may provide temporary access for, consult with, or assign work to, other Apttus employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
8. Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
9. All AMS is performed remotely (there will be no travel).
10. AMS hours of coverage are between 7 AM and 4 PM PT (or Customer’s time zone as mutually agreed upon) during work weeks (Monday through Friday, except Holidays).
11. A named AMS representative may be temporarily replaced by another AMS representative in case of vacation, training assignments, or similar absences.
12. Apttus may refuse to perform a Customer request due to high risk or any other relevant reason. Apttus is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Apttus environments by AMS.
Effective March 7th 2019 to September 3rd 2019
DownloadTable of Contents
Application Management Support (“AMS”) allows Customers to offload ongoing application maintenance activities and receive advice and guidance from Apttus product experts. AMS is generally made available as a renewable subscription (certain # of FTEs (Full Time Equivalent) per time period, e.g. FTEs per year) for the duration set forth in the applicable Order.
These Application Management Support Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Apttus”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
AMS is considered an extension of Apttus technical support and governed by the applicable terms of the Master Subscription Services Agreement (whether formed by separately executed agreement or via acceptance of the Master Subscription Services Agreement located at http://legal.apttus.com) in place between Customer and Apttus (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and the applicable Order.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
Apttus may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next AMS term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. The initial term and applicable invoice dates for an AMS subscription are indicated on the applicable Order. Subscription fees for AMS shall be non-refundable. Any unused FTE units will expire at the end of the applicable term. The total FTEs purchased by Customer are subject to a maximum threshold of 150 hours per month per FTE unit. FTE units may not be carried over to the following month, unless otherwise set forth in the applicable Order.
2. Unless set forth otherwise in the Agreement, upon the expiration of any Order, the AMS subscription described in the applicable Order will auto-renew for a period of twelve (12) months, unless (i) Customer notifies Apttus at least forty-five (45) days in advance of their intent not to renew; or (ii) renewal Order(s) have already been negotiated. The fees for the auto-renew term will increase by 5% over the prior twelve (12) months.
3. The number of FTEs required to complete a Customer request may be estimated in a level of effort document (“Level of Effort”). The Level of Effort is an estimate only. The actual FTEs used may be less, or more, than the original estimate. If the actual FTEs must exceed the FTEs available to the Customer for the then current term, additional AMS FTEs may be purchased via a separately executed Order. Unless otherwise set forth in such separate Order, the additional AMS FTEs shall expire coterminous with Customer’s then existing AMS FTEs. Upon Apttus’ request, Customer will provide Apttus with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Apttus to be able to provide a Level of Effort.
4. Customer is responsible for thoroughly testing AMS configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion. Any change or adjustment to the configuration thereafter requires a new Level of Effort and is not covered under the original Level of Effort.
5. If any work product or deliverable (“Deliverable”) is created or derived via AMS, the following shall apply: (i) Customer shall own all Deliverables, to the extent each contains Customer Data or Customer Confidential Information and (ii) Apttus shall own all other Deliverables, as well as any feature enhancements, customizations, or derivative works made to or created via the Service.
6. Some Customer requests may, depending on their complexity or size and in Apttus’ sole discretion, not be covered by AMS and be referred to the Apttus Professional Services team, including, without limitation, integrations (will be referred to the Apttus Professional Services team), and training classes (will be referred to the Apttus University and Training team).
7. Customer will grant AMS representatives full admin access to the production and sandbox orgs necessary for the provision of AMS. AMS representatives may provide temporary access for, consult with, or assign work to, other Apttus employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
8. Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
9. All AMS is performed remotely (there will be no travel).
10. AMS hours of coverage are between 7 AM and 4 PM PT (or Customer’s time zone as mutually agreed upon) during work weeks (Monday through Friday, except Holidays).
11. A named AMS representative may be temporarily replaced by another AMS representative in case of vacation, training assignments, or similar absences.
12. Apttus may refuse to perform a Customer request due to high risk or any other relevant reason. Apttus is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Apttus environments by AMS.
Effective December 14th 2018 to March 7th 2019
DownloadTable of Contents
Application Management Support (“AMS”) allows Customers to offload ongoing application maintenance activities and receive advice and guidance from Apttus product experts. AMS is generally made available as a renewable subscription (certain # of FTEs (Full Time Equivalent) per time period, e.g. FTEs per year) for the duration set forth in the applicable Order Form.
These Application Management Support Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Apttus”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
AMS is considered an extension of Apttus technical support and governed by the applicable terms of the master subscription agreement (whether formed by separately executed agreement or by acceptance of the Apttus General Terms of Use located at http://legal.apttus.com) in place between Customer and Apttus (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and the applicable Order Form.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order Form executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order Form that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
Apttus may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next AMS term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. The initial term and applicable invoice dates for an AMS subscription are indicated on the applicable Order Form. Subscription fees for AMS shall be non-refundable. Any unused FTE units will expire at the end of the applicable term. The total FTEs purchased by Customer are subject to a maximum threshold of 150 hours per month per FTE unit. FTE units may not be carried over to the following month, unless otherwise set forth in the applicable Order Form .
2. Unless set forth otherwise in the Agreement, upon the expiration of any Order Form, the AMS subscription described in the applicable Order Form will auto-renew for a period of twelve (12) months, unless (i) Customer notifies Apttus at least forty-five (45) days in advance of their intent not to renew; or (ii) renewal Order Form(s) have already been negotiated. The fees for the auto-renew term will increase by 5% over the prior twelve (12) months.
3. The number of FTEs required to complete a Customer request may be estimated in a level of effort document (“Level of Effort”). The Level of Effort is an estimate only. The actual FTEs used may be less, or more, than the original estimate. If the actual FTEs must exceed the FTEs available to the Customer for the then current term, additional AMS FTEs may be purchased via a separately executed Order Form. Unless otherwise set forth in such separate Order Form, the additional AMS FTEs shall expire coterminous with Customer’s then existing AMS FTEs. Upon Apttus’ request, Customer will provide Apttus with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Apttus to be able to provide a Level of Effort.
4. Customer is responsible for thoroughly testing AMS configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion. Any change or adjustment to the configuration thereafter requires a new Level of Effort and is not covered under the original Level of Effort.
5. If any work product or deliverable (“Deliverable”) is created or derived via AMS, the following shall apply: (i) Customer shall own all Deliverables, to the extent each contains Customer Data or Customer Confidential Information and (ii) Apttus shall own all other Deliverables, as well as any feature enhancements, customizations, or derivative works made to or created via the Service.
6. Some Customer requests may, depending on their complexity or size and in Apttus’ sole discretion, not be covered by AMS and be referred to the Apttus Professional Services team, including, without limitation, integrations (will be referred to the APTTUS Professional Services team), and training classes (will be referred to the Apttus University and Training team).
7. Customer will grant AMS representatives full admin access to the production and sandbox orgs necessary for the provision of AMS. AMS representatives may provide temporary access for, consult with, or assign work to, other Apttus employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
8. Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
9. All AMS is performed remotely (there will be no travel).
10. AMS hours of coverage are between 7 AM and 4 PM PT (or Customer’s time zone as mutually agreed upon) during work weeks (Monday through Friday, except Holidays).
11. A named AMS representative may be temporarily replaced by another AMS representative in case of vacation, training assignments, or similar absences.
12. Apttus may refuse to perform a Customer request due to high risk or any other relevant reason. Apttus is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Apttus environments by AMS.
Effective November 28th 2018 to December 14th 2018
DownloadTable of Contents
Application Management Support (“AMS”) allows Customers to offload ongoing application maintenance activities and receive advice and guidance from Apttus product experts. AMS is generally made available as a renewable subscription (certain # of FTEs (Full Time Equivalent) per time period, e.g. FTEs per year) for the duration set forth in the applicable Order Form.
These Application Management Support Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Apttus”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
AMS is considered an extension of Apttus technical support and governed by the applicable terms of the master subscription agreement (whether formed by separately executed agreement or by acceptance of the Apttus General Terms of Use located at http://legal.apttus.com) in place between Customer and Apttus (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and the applicable Order Form.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order Form executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order Form that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
Apttus may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next AMS term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. The initial term and applicable invoice dates for an AMS subscription are indicated on the applicable Order Form. Subscription fees for AMS shall be non-refundable. Any unused FTE units will expire at the end of the applicable term. The total FTEs purchased by Customer are subject to a maximum threshold of 168 hours per month per FTE unit. FTE units may not be carried over to the following month, unless otherwise set forth in the applicable Order Form .
2. Unless set forth otherwise in the Agreement, upon the expiration of any Order Form, the AMS subscription described in the applicable Order Form will auto-renew for a period of twelve (12) months, unless (i) Customer notifies Apttus at least forty-five (45) days in advance of their intent not to renew; or (ii) renewal Order Form(s) have already been negotiated. The fees for the auto-renew term will increase by 5% over the prior twelve (12) months.
3. The number of FTEs required to complete a Customer request may be estimated in a level of effort document (“Level of Effort”). The Level of Effort is an estimate only. The actual FTEs used may be less, or more, than the original estimate. If the actual FTEs must exceed the FTEs available to the Customer for the then current term, additional AMS FTEs may be purchased via a separately executed Order Form. Unless otherwise set forth in such separate Order Form, the additional AMS FTEs shall expire coterminous with Customer’s then existing AMS FTEs. Upon Apttus’ request, Customer will provide Apttus with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Apttus to be able to provide a Level of Effort.
4. Customer is responsible for thoroughly testing AMS configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion. Any change or adjustment to the configuration thereafter requires a new Level of Effort and is not covered under the original Level of Effort.
5. If any work product or deliverable (“Deliverable”) is created or derived via AMS, the following shall apply: (i) Customer shall own all Deliverables, to the extent each contains Customer Data or Customer Confidential Information and (ii) Apttus shall own all other Deliverables, as well as any feature enhancements, customizations, or derivative works made to or created via the Service.
6. Some Customer requests may, depending on their complexity or size and in Apttus’ sole discretion, not be covered by AMS and be referred to the Apttus Professional Services team, including, without limitation, integrations (will be referred to the APTTUS Professional Services team), and training classes (will be referred to the Apttus University and Training team).
7. Customer will grant AMS representatives full admin access to the production and sandbox orgs necessary for the provision of AMS. AMS representatives may provide temporary access for, consult with, or assign work to, other Apttus employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
8. Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
9. All AMS is performed remotely (there will be no travel).
10. AMS hours of coverage are between 7 AM and 4 PM PT (or Customer’s time zone as mutually agreed upon) during work weeks (Monday through Friday, except Holidays).
11. A named AMS representative may be temporarily replaced by another AMS representative in case of vacation, training assignments, or similar absences.
12. Apttus may refuse to perform a Customer request due to high risk or any other relevant reason. Apttus is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Apttus environments by AMS.
Effective November 19th 2018 to November 28th 2018
DownloadTable of Contents
Application Management Support (“AMS”) allows Customers to offload ongoing application maintenance activities and receive advice and guidance from Apttus product experts. AMS is generally made available as a renewable subscription (certain # of FTEs (Full Time Equivalent) per time period, e.g. FTEs per year) for the duration set forth in the applicable Order Form.
These Application Management Support Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Apttus”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
AMS is considered an extension of Apttus technical support and governed by the applicable terms of the master subscription agreement (whether formed by separately executed agreement or by acceptance of the Apttus General Terms of Use located at http://legal.apttus.com) in place between Customer and Apttus (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and the applicable Order Form.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order Form executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order Form that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
Apttus may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next AMS term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. The initial term and applicable invoice dates for an AMS subscription are indicated on the applicable Order Form. Subscription fees for AMS shall be non-refundable. Any unused FTE units will expire at the end of the applicable term. The total FTEs purchased by Customer are subject to a maximum threshold of 168 hours per month per FTE unit. FTE units may not be carried over to the following month, unless otherwise set forth in the applicable Order Form .
2. Unless set forth otherwise in the Agreement, upon the expiration of any Order Form, the AMS subscription described in the applicable Order Form will auto-renew for a period of twelve (12) months, unless (i) Customer notifies Apttus at least forty-five (45) days in advance of their intent not to renew; or (ii) renewal Order Form(s) have already been negotiated. The fees for the auto-renew term will increase by 5% over the prior twelve (12) months.
3. The number of FTEs required to complete a Customer request may be estimated in a level of effort document (“Level of Effort”). The Level of Effort is an estimate only. The actual FTEs used may be less, or more, than the original estimate. If the actual FTEs must exceed the FTEs available to the Customer for the then current term, additional AMS FTEs may be purchased via a separately executed Order Form. Unless otherwise set forth in such separate Order Form, the additional AMS FTEs shall expire coterminous with Customer’s then existing AMS FTEs. Upon Apttus’ request, Customer will provide Apttus with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Apttus to be able to provide a Level of Effort.
4. Customer is responsible for thoroughly testing AMS configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion. Any change or adjustment to the configuration thereafter requires a new Level of Effort and is not covered under the original Level of Effort.
5. If any work product or deliverable (“Deliverable”) is created or derived via AMS, the following shall apply: (i) Customer shall own all Deliverables, to the extent each contains Customer Data or Customer Confidential Information and (ii) Apttus shall own all other Deliverables, as well as any feature enhancements, customizations, or derivative works made to or created via the Service.
6. Some Customer requests may, depending on their complexity or size and in Apttus’ sole discretion, not be covered by AMS and be referred to the Apttus Professional Services team, including, without limitation, integrations (will be referred to the APTTUS Professional Services team), and training classes (will be referred to the Apttus University and Training team).
7. Customer will grant AMS representatives full admin access to the production and sandbox orgs necessary for the provision of AMS. AMS representatives may provide temporary access for, consult with, or assign work to, other Apttus employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
8. Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
9. All AMS is performed remotely (there will be no travel).
10. AMS hours of coverage are between 7 AM and 4 PM PT (or Customer’s time zone as mutually agreed upon) during work weeks (Monday through Friday, except Holidays).
11. A named AMS representative may be temporarily replaced by another AMS representative in case of vacation, training assignments, or similar absences.
12. Apttus may refuse to perform a Customer request due to high risk or any other relevant reason. Apttus is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Apttus environments by AMS.
Effective July 7th 2017 to November 19th 2018
DownloadSummary of changes
clean-up
Table of Contents
APTTUS Application Management Support (“AMS”) allows Customers to offload ongoing application maintenance activities and receive advice and guidance from APTTUS product experts. AMS is generally made available as a renewable subscription (certain amount of hours per time period, e.g. hours per quarter) running coterminous with Customer’s subscription to the corresponding APTTUS SaaS product.
These APTTUS Application Management Support Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and APTTUS Corporation (“APTTUS”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
AMS is considered an extension of APTTUS technical support and governed by the applicable terms of the master subscription agreement (whether formed by separately executed agreement or by acceptance of the APTTUS General Terms of Use located at http://legal.apttus.com/legal.html#apttus-general-terms-of-use) in place between Customer and APTTUS (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and the applicable Order Form.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order Form executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order Form that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
APTTUS may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
- The initial Term for an AMS subscription is indicated on the applicable Order Form. Unless specified otherwise, the initial Term starts on the Order Form signature date, and the subscription fees for AMS shall be invoiced and payable in advance on the Order Form signature date. Subscription fees for AMS shall be non-refundable. Any unused hours will expire at the end of the applicable Term. The Total Hours purchased by Customer are subject to any maximum amount of hours per time period set forth in the applicable Order Form (Example: Order Form states that Customer may not use more than 120 hours of AMS per month). Upon request, Customer will provide APTTUS with requirements and other detailed information (including cases, deployment plans, and further documents) in connection with Customer’s request in order for APTTUS to be able to provide a Level of Effort.
- The Total Hours set forth in an AMS Order Form will expire at a rate of 1/4th quarterly. (Example: Customer purchases an AMS subscription of 1920 hours, running from January to December. At the end of March, the unused part of 1/4th of 1920 hours (= 480 hours) expire. In other words, if Customer has used 400 hours by the end of March, the difference between 400 hours and 480 hours (= 80 hours) expires at the end of March, leaving Customer with 1440 available hours from April.) If the Term is other than annual, the Total Hours will expire ratably quarterly over the Term.
- Unless set forth otherwise in the Agreement, at the end of any Term, the AMS subscription described in the applicable Order Form will auto-renew for a period of twelve (12) months, unless (i) Customer notifies APTTUS at least forty-five (45) days in advance of their intent not to renew; or (ii) renewal Order Form(s) have already been negotiated. The fees for the auto-renew Term will increase by 5% over the prior twelve (12) months.
- The amount of hours required in order to complete a Customer request may be estimated in a level of effort document (“Level of Effort”). The Level of Effort is an estimate only. The actual hours used may be less, or more, than the original estimate. If the actual hours exceed the hours available to the Customer for the then current period of time, additional AMS hours may be purchased at the rate of $350 per hour via a separately executed Order Form. Unless otherwise set forth in such separate Order Form, the additional AMS hours shall expire coterminous with Customer’s then existing AMS hours. Upon request, Customer will provide APTTUS with requirements and other detailed information (including cases, deployment plans, and further documents) in connection with Customer’s request in order for APTTUS to be able to provide a Level of Effort.
- Customer is responsible for thoroughly testing an AMS implementation in sandbox and production orgs and will provide written approval and acceptance of the implementation upon successful completion. Any change or adjustment to the implementation thereafter requires a new Level of Effort and is not covered under the original Level of Effort.
- Some Customer requests may, depending on their complexity or size and in APTTUS’ sole discretion, not be covered by AMS and be referred to the APTTUS Professional Services team, including, without limitation, integrations (will be referred to the APTTUS Professional Services team), and training classes (will be referred to the APTTUS University and Training team).
- Customer will grant AMS representatives full admin access to the production and sandbox orgs necessary for the provision of AMS. AMS representatives may provide temporary access for, consult with, or assign work to, other APTTUS employees such as engineers, developers, or product managers from time to time in order to complete Customer’s request.
- Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
- All AMS is performed remotely (there will be no travel).
- AMS hours of coverage are between 7 AM and 4 PM PT (or Customer’s time zone as mutually agreed upon) during work weeks (Monday through Friday, except Holidays).
- A named AMS representative may be temporarily replaced by another AMS representative in case of vacation, training assignments, or similar absences.
- APTTUS may refuse to perform a Customer request due to high risk or any other relevant reason. APTTUS is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or APTTUS environments by AMS.
Effective November 8th 2016 to July 7th 2017
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APTTUS Application Management Support (“AMS”) allows Customers to offload ongoing application maintenance activities and receive advice and guidance from APTTUS product experts. AMS is generally made available as a renewable subscription (certain amount of hours per time period, e.g. hours per quarter) running coterminous with Customer’s subscription to the corresponding APTTUS SaaS product.
These APTTUS Application Management Support Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you enter into this Agreement (the “Customer”) and APTTUS Corporation (“APTTUS”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
AMS is considered an extension of APTTUS technical support and governed by the applicable terms of the master subscription agreement in place between Customer and APTTUS (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement and the applicable Order Form.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order Form executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order Form that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
APTTUS may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Term following the Proposed Amendment Date. Customer’s continued use of AMS following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
- The initial Term for an AMS subscription is indicated on the applicable Order Form. Unless specified otherwise, the initial Term starts on the Order Form signature date, and the subscription fees for AMS shall be invoiced and payable in advance on the Order Form signature date. Subscription fees for AMS shall be non-refundable. Any unused hours will expire at the end of the applicable Term. The Total Hours purchased by Customer are subject to any maximum amount of hours per time period set forth in the applicable Order Form (Example: Order Form states that Customer may not use more than 120 hours of AMS per month). Upon request, Customer will provide APTTUS with requirements and other detailed information (including cases, deployment plans, and further documents) in connection with Customer’s request in order for APTTUS to be able to provide a Level of Effort.
- The Total Hours set forth in an AMS Order Form will expire at a rate of 1/4th quarterly. (Example: Customer purchases an AMS subscription of 1920 hours, running from January to December. At the end of March, the unused part of 1/4th of 1920 hours (= 480 hours) expire. In other words, if Customer has used 400 hours by the end of March, the difference between 400 hours and 480 hours (= 80 hours) expires at the end of March, leaving Customer with 1440 available hours from April.) If the Term is other than annual, the Total Hours will expire ratably quarterly over the Term.
- Unless set forth otherwise in the Agreement, at the end of any Term, the AMS subscription described in the applicable Order Form will auto-renew for a period of twelve (12) months, unless (i) Customer notifies APTTUS at least forty-five (45) days in advance of their intent not to renew; or (ii) renewal Order Form(s) have already been negotiated. The fees for the auto-renew Term will increase by 5% over the prior twelve (12) months.
- The amount of hours required in order to complete a Customer request may be estimated in a level of effort document (“Level of Effort”). The Level of Effort is an estimate only. The actual hours used may be less, or more, than the original estimate. If the actual hours exceed the hours available to the Customer for the then current period of time, additional AMS hours may be purchased at the rate of $350 per hour via a separately executed Order Form. Unless otherwise set forth in such separate Order Form, the additional AMS hours shall expire coterminous with Customer’s then existing AMS hours. Upon request, Customer will provide APTTUS with requirements and other detailed information (including cases, deployment plans, and further documents) in connection with Customer’s request in order for APTTUS to be able to provide a Level of Effort.
- Customer is responsible for thoroughly testing an AMS implementation in sandbox and production orgs and will provide written approval and acceptance of the implementation upon successful completion. Any change or adjustment to the implementation thereafter requires a new Level of Effort and is not covered under the original Level of Effort.
- Some Customer requests may, depending on their complexity or size and in APTTUS’ sole discretion, not be covered by AMS and be referred to the APTTUS Professional Services team, including, without limitation, integrations (will be referred to the APTTUS Professional Services team), and training classes (will be referred to the APTTUS University and Training team).
- Customer will grant AMS representatives full admin access to the production and sandbox orgs necessary for the provision of AMS. AMS representatives may provide temporary access for, consult with, or assign work to, other APTTUS employees such as engineers, developers, or product managers from time to time in order to complete Customer’s request.
- Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
- All AMS is performed remotely (there will be no travel).
- AMS hours of coverage are between 7 AM and 4 PM PT (or Customer’s time zone as mutually agreed upon) during work weeks (Monday through Friday, except Holidays).
- A named AMS representative may be temporarily replaced by another AMS representative in case of vacation, training assignments, or similar absences.
- APTTUS may refuse to perform a Customer request due to high risk or any other relevant reason. APTTUS is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or APTTUS environments by AMS.
CCI Commonly Extracted Terms
CLM Accelerator Add-On Amendment
CLM Accelerator SOW
CLM Generator and CLM Initiator Accelerator Add-On Amendment
CLM Solution Assurance SOW
Conga API Certification SOW
Conga Architect Terms & Conditions
Conga Assist Terms & Conditions
Conga Care Terms & Conditions
Conga Composer Accelerator SOW
Conga Composer Web Accelerator Add-On Amendment
Conga Composer Web Accelerator SOW
Conga Contract Intelligence Implementation SOW
Conga Contracts Accelerator Add-On Amendment
Conga Contracts Accelerator SOW
Conga Contracts for Salesforce Accelerator Add-On Amendment
Conga Contracts for Salesforce Accelerator SOW
Conga Discovery AI Implementation SOW
Conga Discovery AI Accelerator Add-on
Conga Sign Web Accelerator SOW
Conga Sign Web App Add-On Amendment
Conga Solution Assurance SOW
Conga Training Terms and Conditions
CPQ Essentials Accelerator Plus SOW
CPQ Program Architect SOW
Data Processing Addendum
Data Processing Addendum (Pre-Signed)
Data Processing Addendum for Partners
End User License Agreement
Effective May 23rd 2024
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This End User License Agreement is entered into by and between Conga Corporation (“Conga”) and the customer identified in the Order Form or other applicable transaction ("Customer") in connection with Customer’s purchase of Subscription Services from an entity that has contracted with Conga to resell Subscription Services, and with whom Customer has contracted directly to purchase the applicable Subscription Services (“Reseller”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This End User License Agreement applies to Customer’s use of the online subscription services, including associated offline components, and packaged technical support services provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more subscription-based ordering documents signed by Reseller and Customer, or other applicable transaction, including purchase via an application exchange marketplace, (each, an “Order Form”). This End User License Agreement and all executed Order Forms, including any addenda and exhibits, are collectively referred to as the “Agreement.”
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order Form (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; and (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof.
1.3 Subscription Services Users. Subject to the limits set forth in the Order Form, Customer may authorize Customer’s employees and contractors, acting on its behalf, to use the Subscription Services and will supply user identifications and passwords for such individuals (“Users”). Customer may increase the number of Users pursuant to an add-on Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Technical Support. Conga will provide trouble handling and break/fix support services in accordance with the Order Form, and as further described, if applicable, at: https://legal.conga.com/#technical-support.
1.5 SFDC’s Role. If the applicable Subscription Services are hosted on the customer relationship management platform provided by Salesforce.com, Inc. ("Salesforce Platform"), Customer recognizes and agrees that its access to the Salesforce Platform via the Subscription Services is subject to the SFDC Terms of Use, made available by Salesforce here: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/alliance-agreements-and-terms/Reseller-Pass-Through-Terms.pdf.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Reseller and Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Conga reserves the right to audit Customer’s use of the Subscription Services no more than once each calendar year to ensure compliance with the terms of the Agreement. In the event that Conga discovers that Customer’s actual usage of the Subscription Services exceeds the amount of Users set forth in the applicable Order Form, then, without limiting Conga’s other rights and remedies under this Agreement, Conga will be entitled to issue an invoice to Customer for such additional Users. As between Customer and Conga, Customer exclusively owns all rights, title and interest in and to all Customer Data.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Resale Compliance. In the event Customer subscribes to the Subscription Services through a Reseller, and Customer’s use of the Subscription Services is out of compliance with the entitlements, limits, and constraints of an applicable ordering document with such Reseller (“Resale Order Form”), upon notice from Conga, Customer shall either: (a) cure such non-compliance or (b) sign an additional Resale Order Form to reflect Customer’s actual use of the Subscription Services. If, within ten (10) days after Conga initially provided notice of non-compliance hereunder, Customer remains out of compliance with the Resale Order Form and/or Partner has not signed such additional Resale Order Form, Conga reserves the right to suspend Customer's access to the Subscription Services, immediately and without liability to Customer. Conga shall provide Customer with reasonable evidence of Customer’s non-compliance upon request.
3. Use of Services Attributes and Anonymized Data.
Conga may collect, use and disclose quantitative and other usage information (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. For the sake of clarity, no Personal Data or Customer Data will be collected. Services Attributes will be considered in the aggregate form only and will not identify Customer or its Users (“Anonymized Metadata”). Conga retains all rights, title and interest in and to Anonymized Metadata.
4. Purchase Agreement.
Customer will comply with the terms of its separate subscription agreement with Reseller, including each Order Form (collectively, the “Purchase Agreement”). Customer acknowledges that compliance with the terms of the Purchase Agreement is a material condition under this Agreement, and if Reseller notifies Conga that Customer is in breach of such Purchase Agreement, Conga may consider the Customer to be in breach of this Agreement.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga may utilize (A) Conga Corporation and Conga marks and brands, including the conga.com name, the Conga logo, the Conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including Conga database field, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Conga Technology to build or support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
6. Indemnification.
6.1 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
6.2 Procedure. As a condition to Customer’s obligations under this Section 6, Conga must (a) promptly give written notice of the Claim to Customer; (b) give Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Conga of all liability); and (c) provides to Customer, at Customer’s expense, all reasonable assistance.
7. No Liability.
IN NO EVENT SHALL CONGA HAVE ANY DIRECT LIABILITY TO CUSTOMER 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.
8. Term & Termination.
8.1 Term of Agreement and User Subscriptions. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with Order Forms have expired or been terminated. User subscriptions commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified therein.
8.2 Uninstall and Delete. Upon termination or expiration of the Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services. This includes managed packages or other software that has been installed in Customer environments.
8.3 Termination for Cause. Customer’s use of the Subscription Services may be immediately terminated or suspended upon notice due to (i) any material breach of the Agreement; (ii) termination or expiration of your relationship with Reseller for any reason; or (iii) Reseller’s breach of it’s obligations to Conga appertaining to the provision of the Subscription Services on behalf of Customer.
9. Third Party Beneficiary.
Conga shall be a third party beneficiary to the Purchase Agreement between Customer and Reseller solely as it relates to this Agreement.
Effective May 23rd 2023 to May 23rd 2024
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This End User License Agreement is entered into by and between Apttus Corporation (“Conga”) and the customer identified in the Order Form or other applicable transaction ("Customer") in connection with Customer’s purchase of Subscription Services from an entity that has contracted with Conga to resell Subscription Services, and with whom Customer has contracted directly to purchase the applicable Subscription Services (“Reseller”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This End User License Agreement applies to Customer’s use of the online subscription services, including associated offline components, and packaged technical support services provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more subscription-based ordering documents signed by Reseller and Customer, or other applicable transaction, including purchase via an application exchange marketplace, (each, an “Order Form”). This End User License Agreement and all executed Order Forms, including any addenda and exhibits, are collectively referred to as the “Agreement.”
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order Form (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; and (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof.
1.3 Subscription Services Users. Subject to the limits set forth in the Order Form, Customer may authorize Customer’s employees and contractors, acting on its behalf, to use the Subscription Services and will supply user identifications and passwords for such individuals (“Users”). Customer may increase the number of Users pursuant to an add-on Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Technical Support. Conga will provide trouble handling and break/fix support services in accordance with the Order Form, and as further described, if applicable, at: https://legal.conga.com/#technical-support.
1.5 SFDC’s Role. If the applicable Subscription Services are hosted on the customer relationship management platform provided by Salesforce.com, Inc. ("Salesforce Platform"), Customer recognizes and agrees that its access to the Salesforce Platform via the Subscription Services is subject to the SFDC Terms of Use, made available by Salesforce here: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/alliance-agreements-and-terms/Reseller-Pass-Through-Terms.pdf.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Reseller and Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Conga reserves the right to audit Customer’s use of the Subscription Services no more than once each calendar year to ensure compliance with the terms of the Agreement. In the event that Conga discovers that Customer’s actual usage of the Subscription Services exceeds the amount of Users set forth in the applicable Order Form, then, without limiting Conga’s other rights and remedies under this Agreement, Conga will be entitled to issue an invoice to Customer for such additional Users. As between Customer and Conga, Customer exclusively owns all rights, title and interest in and to all Customer Data.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Resale Compliance. In the event Customer subscribes to the Subscription Services through a Reseller, and Customer’s use of the Subscription Services is out of compliance with the entitlements, limits, and constraints of an applicable ordering document with such Reseller (“Resale Order Form”), upon notice from Conga, Customer shall either: (a) cure such non-compliance or (b) sign an additional Resale Order Form to reflect Customer’s actual use of the Subscription Services. If, within ten (10) days after Conga initially provided notice of non-compliance hereunder, Customer remains out of compliance with the Resale Order Form and/or Partner has not signed such additional Resale Order Form, Conga reserves the right to suspend Customer's access to the Subscription Services, immediately and without liability to Customer. Conga shall provide Customer with reasonable evidence of Customer’s non-compliance upon request.
3. Use of Services Attributes and Anonymized Data.
Conga may collect, use and disclose quantitative and other usage information (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. For the sake of clarity, no Personal Data or Customer Data will be collected. Services Attributes will be considered in the aggregate form only and will not identify Customer or its Users (“Anonymized Metadata”). Conga retains all rights, title and interest in and to Anonymized Metadata.
4. Purchase Agreement.
Customer will comply with the terms of its separate subscription agreement with Reseller, including each Order Form (collectively, the “Purchase Agreement”). Customer acknowledges that compliance with the terms of the Purchase Agreement is a material condition under this Agreement, and if Reseller notifies Conga that Customer is in breach of such Purchase Agreement, Conga may consider the Customer to be in breach of this Agreement.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga may utilize (A) Apttus Corporation and Conga marks and brands, including the apttus.com name, the conga.com name, the Apttus logo, the Conga logo, the Apttus.com domain name, the Conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including Conga database field, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Conga Technology to build or support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
6. Indemnification.
6.1 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
6.2 Procedure. As a condition to Customer’s obligations under this Section 6, Conga must (a) promptly give written notice of the Claim to Customer; (b) give Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Conga of all liability); and (c) provides to Customer, at Customer’s expense, all reasonable assistance.
7. No Liability.
IN NO EVENT SHALL CONGA HAVE ANY DIRECT LIABILITY TO CUSTOMER 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.
8. Term & Termination.
8.1 Term of Agreement and User Subscriptions. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with Order Forms have expired or been terminated. User subscriptions commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified therein.
8.2 Uninstall and Delete. Upon termination or expiration of the Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services. This includes managed packages or other software that has been installed in Customer environments.
8.3 Termination for Cause. Customer’s use of the Subscription Services may be immediately terminated or suspended upon notice due to (i) any material breach of the Agreement; (ii) termination or expiration of your relationship with Reseller for any reason; or (iii) Reseller’s breach of it’s obligations to Conga appertaining to the provision of the Subscription Services on behalf of Customer.
9. Third Party Beneficiary.
Conga shall be a third party beneficiary to the Purchase Agreement between Customer and Reseller solely as it relates to this Agreement.
Effective May 23rd 2023 to May 23rd 2023
DownloadTable of Contents
This End User License Agreement is entered into by and between Apttus Corporation (“Conga”) and the customer identified in the Order Form or other applicable transaction ("Customer") in connection with Customer’s purchase of Subscription Services from an entity that has contracted with Conga to resell Subscription Services, and with whom Customer has contracted directly to purchase the applicable Subscription Services (“Reseller”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This End User License Agreement applies to Customer’s use of the online subscription services, including associated offline components, and packaged technical support services provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more subscription-based ordering documents signed by Reseller and Customer, or other applicable transaction, including purchase via an application exchange marketplace, (each, an “Order Form”). This End User License Agreement and all executed Order Forms, including any addenda and exhibits, are collectively referred to as the “Agreement.”
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order Form (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; and (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof.
1.3 Subscription Services Users. Subject to the limits set forth in the Order Form, Customer may authorize Customer’s employees and contractors, acting on its behalf, to use the Subscription Services and will supply user identifications and passwords for such individuals (“Users”). Customer may increase the number of Users pursuant to an add-on Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Technical Support. Conga will provide trouble handling and break/fix support services in accordance with the Order Form, and as further described, if applicable, at: https://legal.conga.com/#technical-support.
1.5 SFDC’s Role. If the applicable Subscription Services are hosted on the customer relationship management platform provided by Salesforce.com, Inc. ("Salesforce Platform"), Customer recognizes and agrees that its access to the Salesforce Platform via the Subscription Services is subject to the SFDC Terms of Use, made available by Salesforce here: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/Agreements/alliance-agreements-and-terms/Reseller-Pass-Through-Terms.pdf.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Reseller and Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Conga reserves the right to audit Customer’s use of the Subscription Services no more than once each calendar year to ensure compliance with the terms of the Agreement. In the event that Conga discovers that Customer’s actual usage of the Subscription Services exceeds the amount of Users set forth in the applicable Order Form, then, without limiting Conga’s other rights and remedies under this Agreement, Conga will be entitled to issue an invoice to Customer for such additional Users. As between Customer and Conga, Customer exclusively owns all rights, title and interest in and to all Customer Data.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
2.3 Resale Compliance. Conga partners with certain providers (“Resellers”) to resell Conga Subscription Services to end customers. In the event Customer subscribes to the Subscription Services through a Reseller, and Customer’s use of the Subscription Services is out of compliance with the entitlements, limits, and constraints of an applicable ordering document with such Reseller (“Resale Order Form”), upon notice from Conga, Customer shall either: (a) cure such non-compliance or (b) sign an additional Resale Order Form to reflect Customer’s actual use of the Subscription Services. If, within ten (10) days after Conga initially provided notice of non-compliance hereunder, Customer remains out of compliance with the Resale Order Form and/or Partner has not signed such additional Resale Order Form, Conga reserves the right to suspend Customer's access to the Subscription Services, immediately and without liability to Customer. Conga shall provide Customer with reasonable evidence of Customer’s non-compliance upon request.
3. Use of Services Attributes and Anonymized Data.
Conga may collect, use and disclose quantitative and other usage information (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. For the sake of clarity, no Personal Data or Customer Data will be collected. Services Attributes will be considered in the aggregate form only and will not identify Customer or its Users (“Anonymized Metadata”). Conga retains all rights, title and interest in and to Anonymized Metadata.
4. Purchase Agreement.
Customer will comply with the terms of its separate subscription agreement with Reseller, including each Order Form (collectively, the “Purchase Agreement”). Customer acknowledges that compliance with the terms of the Purchase Agreement is a material condition under this Agreement, and if Reseller notifies Conga that Customer is in breach of such Purchase Agreement, Conga may consider the Customer to be in breach of this Agreement.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga may utilize (A) Apttus Corporation and Conga marks and brands, including the apttus.com name, the conga.com name, the Apttus logo, the Conga logo, the Apttus.com domain name, the Conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including Conga database field, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Conga Technology to build or support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
6. Indemnification.
6.1 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
6.2 Procedure. As a condition to Customer’s obligations under this Section 6, Conga must (a) promptly give written notice of the Claim to Customer; (b) give Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Conga of all liability); and (c) provides to Customer, at Customer’s expense, all reasonable assistance.
7. No Liability.
IN NO EVENT SHALL CONGA HAVE ANY DIRECT LIABILITY TO CUSTOMER 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.
8. Term & Termination.
8.1 Term of Agreement and User Subscriptions. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with Order Forms have expired or been terminated. User subscriptions commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified therein.
8.2 Uninstall and Delete. Upon termination or expiration of the Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services. This includes managed packages or other software that has been installed in Customer environments.
8.3 Termination for Cause. Customer’s use of the Subscription Services may be immediately terminated or suspended upon notice due to (i) any material breach of the Agreement; (ii) termination or expiration of your relationship with Reseller for any reason; or (iii) Reseller’s breach of it’s obligations to Conga appertaining to the provision of the Subscription Services on behalf of Customer.
9. Third Party Beneficiary.
Conga shall be a third party beneficiary to the Purchase Agreement between Customer and Reseller solely as it relates to this Agreement.
Effective October 19th 2022 to May 23rd 2023
DownloadTable of Contents
This End User License Agreement is entered into by and between Apttus Corporation (“Conga”) and the customer identified in the Order Form or other applicable transaction ("Customer") in connection with Customer’s purchase of Subscription Services from an entity that has contracted with Conga to resell Subscription Services, and with whom Customer has contracted directly to purchase the applicable Subscription Services (“Reseller”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This End User License Agreement applies to Customer’s use of the online subscription services, including associated offline components, and packaged technical support services provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more subscription-based ordering documents signed by Reseller and Customer, or other applicable transaction, including purchase via an application exchange marketplace, (each, an “Order Form”). This End User License Agreement and all executed Order Forms, including any addenda and exhibits, are collectively referred to as the “Agreement.”
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order Form (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; and (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof.
1.3 Subscription Services Users. Subject to the limits set forth in the Order Form, Customer may authorize Customer’s employees and contractors, acting on its behalf, to use the Subscription Services and will supply user identifications and passwords for such individuals (“Users”). Customer may increase the number of Users pursuant to an add-on Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Technical Support. Conga will provide trouble handling and break/fix support services in accordance with the Order Form, and as further described, if applicable, at: https://legal.conga.com/#technical-support.
1.5 SFDC’s Role. If Customer accesses the Subscription Services on the salesforce.com platform, the Salesforce.com Platform Addendum, available at https://legal.conga.com/#salesforce-platform-addendum, shall apply to Customer’s use of the Subscription Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Reseller and Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Conga reserves the right to audit Customer’s use of the Subscription Services no more than once each calendar year to ensure compliance with the terms of the Agreement. In the event that Conga discovers that Customer’s actual usage of the Subscription Services exceeds the amount of Users set forth in the applicable Order Form, then, without limiting Conga’s other rights and remedies under this Agreement, Conga will be entitled to issue an invoice to Customer for such additional Users. As between Customer and Conga, Customer exclusively owns all rights, title and interest in and to all Customer Data.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
3. Use of Services Attributes and Anonymized Data.
Conga may collect, use and disclose quantitative and other usage information (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. For the sake of clarity, no Personal Data or Customer Data will be collected. Services Attributes will be considered in the aggregate form only and will not identify Customer or its Users (“Anonymized Metadata”). Conga retains all rights, title and interest in and to Anonymized Metadata.
4. Purchase Agreement.
Customer will comply with the terms of its separate subscription agreement with Reseller, including each Order Form (collectively, the “Purchase Agreement”). Customer acknowledges that compliance with the terms of the Purchase Agreement is a material condition under this Agreement, and if Reseller notifies Conga that Customer is in breach of such Purchase Agreement, Conga may consider the Customer to be in breach of this Agreement.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga may utilize (A) Apttus Corporation and Conga marks and brands, including the apttus.com name, the conga.com name, the Apttus logo, the Conga logo, the Apttus.com domain name, the Conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including Conga database field, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Conga Technology to build or support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
6. Indemnification.
6.1 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
6.2 Procedure. As a condition to Customer’s obligations under this Section 6, Conga must (a) promptly give written notice of the Claim to Customer; (b) give Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Conga of all liability); and (c) provides to Customer, at Customer’s expense, all reasonable assistance.
7. No Liability.
IN NO EVENT SHALL CONGA HAVE ANY DIRECT LIABILITY TO CUSTOMER 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.
8. Term & Termination.
8.1 Term of Agreement and User Subscriptions. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with Order Forms have expired or been terminated. User subscriptions commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified therein.
8.2 Uninstall and Delete. Upon termination or expiration of the Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services. This includes managed packages or other software that has been installed in Customer environments.
8.3 Termination for Cause. Customer’s use of the Subscription Services may be immediately terminated or suspended upon notice due to (i) any material breach of the Agreement; (ii) termination or expiration of your relationship with Reseller for any reason; or (iii) Reseller’s breach of it’s obligations to Conga appertaining to the provision of the Subscription Services on behalf of Customer.
9. Third Party Beneficiary.
Conga shall be a third party beneficiary to the Purchase Agreement between Customer and Reseller solely as it relates to this Agreement.
Effective October 18th 2022 to October 19th 2022
DownloadTable of Contents
This End User License Agreement is entered into by and between Apttus Corporation (“Conga”) and the customer identified in the Order Form or other applicable transaction ("Customer") in connection with Customer’s purchase of Subscription Services from an entity that has contracted with Conga to resell Subscription Services, and with whom Customer has contracted directly to purchase the applicable Subscription Services (“Reseller”).
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This End User License Agreement applies to Customer’s use of the online subscription services, including associated offline components, and packaged technical support services provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more subscription-based ordering documents signed by Reseller and Customer, or other applicable transaction, including purchase via an application exchange marketplace, (each, an “Order Form”). This End User License Agreement and all executed Order Forms, including any addenda and exhibits, are collectively referred to as the “Agreement.”
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order Form (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; and (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof.
1.3 Subscription Services Users. Subject to the limits set forth in the Order Form, Customer may authorize Customer’s employees and contractors, acting on its behalf, to use the Subscription Services and will supply user identifications and passwords for such individuals (“Users”). Customer may increase the number of Users pursuant to an add-on Order Form(s). Unless otherwise specified in the relevant Order Form, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Technical Support. Conga will provide trouble handling and break/fix support services in accordance with the Order Form, and as further described, if applicable, at: https://legal.conga.com/#technical-support.
1.5 SFDC’s Role. If Customer accesses the Subscription Services on the salesforce.com platform, the Salesforce.com Platform Addendum, available at https://legal.conga.com/#salesforce-platform-addendum, shall apply to Customer’s use of the Subscription Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Reseller and Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Conga reserves the right to audit Customer’s use of the Subscription Services no more than once each calendar year to ensure compliance with the terms of the Agreement. In the event that Conga discovers that Customer’s actual usage of the Subscription Services exceeds the amount of Users set forth in the applicable Order Form, then, without limiting Conga’s other rights and remedies under this Agreement, Conga will be entitled to issue an invoice to Customer for such additional Users. As between Customer and Conga, Customer exclusively owns all rights, title and interest in and to all Customer Data.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
3. Use of Services Attributes and Anonymized Data.
Conga may collect, use and disclose quantitative and other usage information (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. For the sake of clarity, no Personal Data or Customer Data will be collected. Services Attributes will be considered in the aggregate form only and will not identify Customer or its Users (“Anonymized Metadata”). Conga retains all rights, title and interest in and to Anonymized Metadata.
4. Purchase Agreement.
Customer will comply with the terms of its separate subscription agreement with Reseller, including each Order Form (collectively, the “Purchase Agreement”). Customer acknowledges that compliance with the terms of the Purchase Agreement is a material condition under this Agreement, and if Reseller notifies Conga that Customer is in breach of such Purchase Agreement, Conga may consider the Customer to be in breach of this Agreement.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga may utilize (A) Apttus Corporation and Conga marks and brands, including the apttus.com name, the conga.com name, the Apttus logo, the Conga logo, the Apttus.com domain name, the Conga.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including Conga database field, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Conga Technology to build or support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
6. Indemnification.
6.1 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
6.2 Procedure. As a condition to Customer’s obligations under this Section 6, Conga must (a) promptly give written notice of the Claim to Customer; (b) give Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Conga of all liability); and (c) provides to Customer, at Customer’s expense, all reasonable assistance.
7. No Liability.
IN NO EVENT SHALL CONGA HAVE ANY DIRECT LIABILITY TO CUSTOMER 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.
8. Term & Termination.
8.1 Term of Agreement and User Subscriptions. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with Order Forms have expired or been terminated. User subscriptions commence on the start date specified in the relevant Order Form and continue for the Subscription Term specified therein.
8.2 Uninstall and Delete. Upon termination or expiration of the Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services. This includes managed packages or other software that has been installed in Customer environments.
8.3 Termination for Cause. Customer’s use of the Subscription Services may be immediately terminated or suspended upon notice due to (i) any material breach of the Agreement; (ii) termination or expiration of your relationship with Reseller for any reason; or (iii) Reseller’s breach of it’s obligations to Conga appertaining to the provision of the Subscription Services on behalf of Customer.
9. Third Party Beneficiary.
Conga shall be a third party beneficiary to the Purchase Agreement between Customer and Reseller solely as it relates to this Agreement.
Effective October 12th 2020 to October 18th 2022
DownloadTable of Contents
This End User License Agreement is entered into by and between Apttus Corporation (“Conga”) and the customer identified in the Order ("Customer") in connection with Customer’s purchase of Subscription Services from an entity that has contracted with Conga to resell Subscription Services, and with whom Customer has contracted directly to purchase the applicable Subscription Services (“Reseller”). For purposes of this Agreement, the terms “End User” and “Customer” are used interchangeably.
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This End User License Agreement applies to Customer’s use of the online subscription services, including associated offline components, and packaged technical support services provided or managed by Conga (collectively, the “Subscription Services”) that are listed in one or more subscription-based ordering documents signed by Reseller and Customer (each, an “Order”). This End User License Agreement and all executed Orders, including any addenda and exhibits, are collectively referred to as the “Agreement.”
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order (the “Subscription Term”), Conga will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; and (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof.
1.3 Subscription Services Users. Subject to the limits set forth in the Order, Customer may authorize Customer’s employees and contractors, acting on its behalf, to use the Subscription Services and will supply user identifications and passwords for such individuals (“Users”). Customer may increase the number of Users pursuant to an add-on Order(s). Unless otherwise specified in the relevant Order, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Technical Support. Conga will provide trouble handling and break/fix support services in accordance with the Order, and as further described, if applicable, at: http://legal.apttus.com/#apttus-technical-support.
1.5 SFDC’s Role. If Customer accesses the Subscription Services on the salesforce.com platform, the Salesforce.com Platform Addendum, available at http://legal.apttus.com/#salesforce-platform-addendum, shall apply to Customer’s use of the Subscription Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Reseller and Conga promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Conga reserves the right to audit Customer’s use of the Subscription Services no more than once each calendar year to ensure compliance with the terms of the Agreement. In the event that Conga discovers that Customer’s actual usage of the Subscription Services exceeds the amount of Users set forth in the applicable Order, then, without limiting Conga’s other rights and remedies under this Agreement, Conga will be entitled to issue an invoice to Customer for such additional Users. As between Customer and Conga, Customer exclusively owns all rights, title and interest in and to all Customer Data.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
3. Use of Services Attributes and Anonymized Data.
Conga may collect, use and disclose quantitative and other data related to Customer’s use of the Subscription Services (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. Services Attributes will be considered in the aggregate form only, and will not identify Customer or its Users (“Anonymized Data”). Conga retains all rights, title and interest in and to Anonymized Data.
4. Purchase Agreement.
Customer will comply with the terms of its separate subscription agreement with Reseller, including each Order (collectively, the “Purchase Agreement”). Customer acknowledges that compliance with the terms of the Purchase Agreement is a material condition under this Agreement, and if Reseller notifies Conga that Customer is in breach of such Purchase Agreement, Conga may consider the Customer to be in breach of this Agreement.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Conga utilizes (A) the apttus.com and conga.com names, the apttus.com and conga.com logos, the apttus.com and conga.com domain names, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Conga Technology"); and (ii) that the Conga Technology is covered by intellectual property rights owned or licensed by Conga (collectively, "Conga IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Conga Technology or Conga IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Conga Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including Conga database field, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Conga Technology to build or support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
6. Indemnification.
6.1 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Conga products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
6.2 Procedure. As a condition to Customer’s obligations under this Section 6, Conga must (a) promptly give written notice of the Claim to Customer; (b) give Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Conga of all liability); and (c) provides to Customer, at Customer’s expense, all reasonable assistance.
7. No Liability.
IN NO EVENT SHALL CONGA HAVE ANY DIRECT LIABILITY TO CUSTOMER 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.
8. Term & Termination.
8.1 Term of Agreement and User Subscriptions. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with Orders have expired or been terminated. User subscriptions commence on the start date specified in the relevant Order and continue for the Subscription Term specified therein.
8.2 Uninstall and Delete. Upon termination or expiration of the Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Conga provided software related to the Subscription Services. This includes managed packages or other software that has been installed in Customer environments.
8.3 Termination for Cause. Customer’s use of the Subscription Services may be immediately terminated or suspended upon notice due to (i) any material breach of the Agreement; (ii) termination or expiration of your relationship with Reseller for any reason; or (iii) Reseller’s breach of it’s obligations to Conga appertaining to the provision of the Subscription Services on behalf of Customer.
9. Third Party Beneficiary.
Conga shall be a third party beneficiary to the Purchase Agreement between Customer and Reseller solely as it relates to this Agreement.
Effective November 28th 2018 to October 12th 2020
DownloadTable of Contents
This End User License Agreement is entered into by and between Apttus Corporation (“Apttus”) and the customer identified in the Order ("Customer") in connection with Customer’s purchase of Subscription Services from an entity that has contracted with Apttus to resell Subscription Services, and with whom Customer has contracted directly to purchase the applicable Subscription Services (“Reseller”). For purposes of this Agreement, the terms “End User” and “Customer” are used interchangeably.
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
Apttus may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Subscription Services.
1.1 Scope. This End User License Agreement applies to Customer’s use of the online subscription services, including associated offline components, and packaged technical support services provided or managed by Apttus (collectively, the “Subscription Services”) that are listed in one or more subscription-based ordering documents signed by Reseller and Customer (each, an “Order”). This End User License Agreement and all executed Orders, including any addenda and exhibits, are collectively referred to as the “Agreement.”
1.2 Provision of Subscription Services. During the period of time beginning on the applicable Subscription Start Date and ending on the Subscription End Date, as set forth in the Order (the “Subscription Term”), Apttus will (i) make the Subscription Services available to Customer for access and use solely for Customer’s internal business purposes in accordance with the terms and conditions set forth in this Agreement; and (ii) provide the Subscription Services in a manner consistent with general industry standards reasonably applicable to the provision thereof.
1.3 Subscription Services Users. Subject to the limits set forth in the Order, Customer may authorize Customer’s employees and contractors, acting on its behalf, to use the Subscription Services and will supply user identifications and passwords for such individuals (“Users”). Customer may increase the number of Users pursuant to an add-on Order(s). Unless otherwise specified in the relevant Order, the term of the additional User subscriptions will be coterminous with the expiration of the then current Subscription Term.
1.4 Technical Support. Apttus will provide trouble handling and break/fix support services in accordance with the Order, and as further described, if applicable, at: http://legal.apttus.com/#apttus-technical-support.
1.5 SFDC’s Role. If Customer accesses the Subscription Services on the salesforce.com platform, the Salesforce.com Platform Addendum, available at http://legal.apttus.com/#salesforce-platform-addendum, shall apply to Customer’s use of the Subscription Services.
2. Use of the Subscription Services.
2.1 Customer Responsibilities. Customer is responsible for all User activities and User accounts. Customer will: (i) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all electronic data or information submitted by Customer to the Subscription Services (“Customer Data”); (ii) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Subscription Services, and notify Reseller and Apttus promptly of any such unauthorized access or use; (iii) comply with all applicable local, state, federal, and foreign laws in using the Subscription Services; and (iv) use the Subscription Services only in accordance with the Agreement. Apttus reserves the right to audit Customer’s use of the Subscription Services no more than once each calendar year to ensure compliance with the terms of the Agreement. In the event that Apttus discovers that Customer’s actual usage of the Subscription Services exceeds the amount of Users set forth in the applicable Order, then, without limiting Apttus’ other rights and remedies under this Agreement, Apttus will be entitled to issue an invoice to Customer for such additional Users. As between Customer and Apttus, Customer exclusively owns all rights, title and interest in and to all Customer Data.
2.2 Use Guidelines. Customer will not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Subscription Services available to any third party, other than as contemplated by this Agreement; (ii) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (iii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or in violation of third party privacy rights; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Subscription Services or the data contained therein; (vi) attempt to gain unauthorized access to the Subscription Services or related systems or networks; or (vii) use the Subscription Services in excess of the usage limitations set forth in the applicable Order. User subscriptions are for individual Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Subscription Services. At all times, Customer remains responsible for Users and their use of the Subscription Services. A breach of the Agreement by any User will be considered a breach by Customer hereunder.
3. Use of Services Attributes and Anonymized Data.
Apttus may collect, use and disclose quantitative and other data related to Customer’s use of the Subscription Services (“Services Attributes”) for industry benchmarking, analytics, marketing, and other business purposes. Services Attributes will be considered in the aggregate form only, and will not identify Customer or its Users (“Anonymized Data”). Apttus retains all rights, title and interest in and to Anonymized Data.
4. Purchase Agreement.
Customer will comply with the terms of its separate subscription agreement with Reseller, including each Order (collectively, the “Purchase Agreement”). Customer acknowledges that compliance with the terms of the Purchase Agreement is a material condition under this Agreement, and if Reseller notifies Apttus that Customer is in breach of such Purchase Agreement, Apttus may consider the Customer to be in breach of this Agreement.
5. Proprietary Rights.
5.1 Reservation of Rights. Customer acknowledges (i) that in providing the Subscription Services, Apttus utilizes (A) the Apttus.com name, the Apttus.com logo, the Apttus.com domain name, the product and service names associated with the Subscription Services, and other trademarks and service marks; (B) certain audio and visual information, documents, software and other works of authorship; and (C) other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information (collectively, "Apttus Technology"); and (ii) that the Apttus Technology is covered by intellectual property rights owned or licensed by Apttus (collectively, "Apttus IP Rights"). Other than as expressly set forth in this Agreement, no license or other rights in or to the Apttus Technology or Apttus IP Rights are granted to Customer, and all such licenses and rights are hereby expressly reserved.
5.2 Restrictions. Customer will not, and will ensure that its Users do not, directly or indirectly, (i) modify, copy, translate or create derivative works based on the Subscription Services or Apttus Technology; (ii) remove any proprietary notices or labels from the Subscription Services; (iii) make the Subscription Services, including Apttus database field, available to anyone other than Users, or use the Subscription Services for the benefit of any unrelated third party; (iv) disassemble, reverse engineer, decompile or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Subscription Services or any software, documentation or data related to or provided with the Subscription Services; (vi) use or access the Subscription Services or Apttus Technology to build or support, and/or assist a third party in building or supporting, competitive products or services, or similar ideas, features, functions or graphics of the Subscription Services; or (vii) include the Subscription Services in a service bureau or outsourcing offering.
6. Indemnification.
6.1 Indemnification by Customer. Subject to this Agreement, Customer will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Apttus by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Subscription Services with non-Apttus products or services; or (III) Customer’s use of the Subscription Services, other than as authorized in this Agreement, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
6.2 Procedure. As a condition to Customer’s obligations under this Section 6, Apttus must (a) promptly give written notice of the Claim to Customer; (b) give Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle or defend any Claim unless it unconditionally releases Apttus of all liability); and (c) provides to Customer, at Customer’s expense, all reasonable assistance.
7. No Liability.
IN NO EVENT SHALL APTTUS HAVE ANY DIRECT LIABILITY TO CUSTOMER 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.
8. Term & Termination.
8.1 Term of Agreement and User Subscriptions. This Agreement commences on the Effective Date and ends on the date that all User subscriptions granted in accordance with Orders have expired or been terminated. User subscriptions commence on the start date specified in the relevant Order and continue for the Subscription Term specified therein.
8.2 Uninstall and Delete. Upon termination or expiration of the Agreement, Customer will uninstall and delete from all Customer desktop, mobile, server, web and other environments, any Apttus provided software related to the Subscription Services. This includes managed packages or other software that has been installed in Customer environments.
8.3 Termination for Cause. Customer’s use of the Subscription Services may be immediately terminated or suspended upon notice due to (i) any material breach of the Agreement; (ii) termination or expiration of your relationship with Reseller for any reason; or (iii) Reseller’s breach of it’s obligations to Apttus appertaining to the provision of the Subscription Services on behalf of Customer.
9. Third Party Beneficiary.
Apttus shall be a third party beneficiary to the Purchase Agreement between Customer and Reseller solely as it relates to this Agreement.
Global Customer Travel & Expense Policy
Product Specific Terms
Effective February 11th 2021
DownloadTable of Contents
These Product Specific Terms (“Terms”) are between Customer and Apttus Corporation (“Conga”) and govern Conga’s delivery of the Subscription Services defined herein to Customer and Customer’s use of those Subscription Services. The Terms are incorporated into the Master Services Agreement, located at http://legal.apttus.com/#master-services-agreement, or similar subscription agreement, (“Agreement”) between Customer and Conga, and shall control and prevail in the event of any conflict or inconsistency between these Terms and the Agreement strictly related to the subject matter herein.
The product specific terms in Section 3 apply to Customer when the applicable Subscription Services are identified in an Order. When the term “Subscription Service” is used with a specific product, then that clause only applies to that product (e.g. Conga Sign for Salesforce Subscription Service) only. When “Subscription Service” is used on its own, it applies to all products applicable to that section.
1. Definitions:
“Conga Composer Advanced Features” may include, but are not limited to, URL access to Conga Composer Subscription Service generated documents, SMS features, analytics for Conga Composer Subscription Service generated documents, and advanced customer templates used with the Conga Composer Subscription Service.
“Conga Sign Transaction” means the sending of a single document or set of documents at one time from the Conga Sign Subscription Service for Electronic Signature to one or multiple parties in a single action regardless of whether all, part, or none of the parties sign the document.
“Customer Data” means all electronic data or information submitted by Customer to the Subscription Service.
“Electronic Signature” means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
“Other Signing Parties” businesses or consumers who participate in an Electronic Signature transaction but are not the direct customer of Conga for that transaction.
“Salesforce.com Service” means the service provided by salesforce.com, inc. to which Customer must have a separate license in order to obtain or use the Subscription Service.
“Service Event” means (i) the execution of a single Conga Composer Subscription Service URL triggered via link or button, Conga Trigger Subscription Service, Conga Batch Subscription Service, or by any programmatic means, (ii) the generation of any letter, label, or envelope output file from Conga Mail Merge Subscription Service containing one or more letters, labels, or envelopes, or (iii) the scheduled execution of an individual Conga Batch, regardless of whether any output file is distributed.
“SMS Event” means SMS (cellular text) sent from the Conga Sign Subscription Service for identity authentication based on Customer’s configuration and whether the SMS is delivered or read.
“Transaction Data” information collected and stored by Conga that details the circumstances surrounding the Electronic Signature transaction such as date and time, and unique identifying information of the signatories (e.g. email address, IP address, SMS number, etc.).
2. Terms Applicable to All Subscription Services in This Terms:
A. Conga has implemented and will maintain appropriate security measures based upon industry best practices, feedback from third-party audits, applicable laws or regulations. The current Subscription Service security information and procedures are available at https://conga.com/security-data-sheets. Conga may, from time to time, update these security procedures but will not materially reduce the procedures nor protection of Customer Data.
B. Conga will provide support and service levels for the Subscription Service in accordance with the Agreement or as otherwise stated in an Order.
C. Conga may require the Subscription Services to be downloaded from the Salesforce AppExchange and management of Users by Customer through Salesforce License Management Application (LMA) or other LMA within the applicable Subscription Service.
D. Conga may remotely audit Customer’s use of the Subscription Service to ensure such use is in accordance with the number of Users, Services Events, and SMS Events in the applicable Order(s). If Customer exceeds the authorized number of Users, SMS Events, or Service Events licensed, Conga may invoice Customer for the excess use.
E. Customer acknowledges and agrees that the Salesforce.com Service is not included with Customer’s purchase of the Subscription Service, as defined herein.
3. Product Specific Terms:
A. The following terms apply to Conga Batch, Conga Composer, Conga Composer Advanced Features, Conga Contracts for Salesforce, Conga Trigger, and Conga Mail Merge Subscription Services:
I. Customer acknowledges and agrees that with each use of the Subscription Service initiated by Customer’s Salesforce.com Service authenticated users, the Subscription Service will access Customer’s Salesforce.com Service account to retrieve, manipulate, process, and modify Customer Data based on Customer’s configuration of the Subscription Service and Customer expressly consents to such access. If the Subscription Service cannot for any reason outside of Conga’s control, access Customer’s Salesforce.com Service, Conga will be excused from any nonperformance of the Subscription Service. Customer acknowledges that to provide the Subscription Service, Customer Data leaves the salesforce.com system.
II. Customer’s license to Conga Batch and Conga Trigger are subject to the number of Service Events purchased in an Order.
III. Customer Data stored by Conga in providing the Subscription Service shall be deleted by Conga within 90 days of termination or expiration of Agreement. Conga does not have any obligation to return Customer Data stored by Conga.
IV. The Order for the Subscription Service will identify the User types and/or edition of the Subscription Service applicable to Customer’s subscriptions.
V. Customer Data is not backed up with the Subscription Service.
B. The following terms apply to Conga Grid and Conga Orchestrate Subscription Services:
I. Customer is responsible for disabling or enabling Subscription Service features using the Subscription Service’s settings page that grants and/or removes features and functionality either globally, per Salesforce Security Profile, or per User. Customer is responsible for managing the Users within the Salesforce Security Profiles. Customer is responsible for understanding the Subscription Service’s features that are granted or disabled either globally or on a per Security Profile basis.
II. The Subscription Service does not store Customer Data. Customer acknowledges that when Customer uses the Subscription Service, Customer can make permanent changes and edits to Customer’s data in Customer’s Salesforce.com Service instance, including mass updates and mass deletions, just as Customer can do directly through Customer’s Salesforce.com Service. Customer is solely liable and responsible for the results and outcomes of Customer’s use of the Subscription Service.
C. The following terms apply to Conga Sign for Salesforce, Conga Sign for Conga Contracts, and Conga Sign for Conga Collaborate Subscription Services:
I. Customer may license the Subscription Service on a per User basis with unlimited Conga Sign Transactions or on a per Conga Sign Transaction basis as identified on an Order.
II. Transaction Data will be maintained by Conga in perpetuity. Customer and Other Signing Parties may access, during the term of the Agreement for the Subscription Service, audit trail information that provides the details of the Electronic Signatures. Completed documents are returned to Other Signing Parties and Customer via email by attachment or through a link in an email to access the completed document and additionally, are returned to Customer in Customer’s Salesfore.com Service, Conga Collaborate Subscription Service, or Conga Contracts Subscription Service. The Subscription Service may allow configuration to not deliver the final signed document and audit trail automatically to Customer and/or Other Signing Party and when such configuration is used by Customer, Customer is solely responsible for the delivery to Other Signing Party. The delivery of the completed documents to Other Signing Party and back to Customer as described herein satisfies any requirement for return of Customer Data in the Agreement. Transaction Data shall not be considered Customer Data.
III. Enforceability of electronic signatures is based on the jurisdictions of the signatories. Electronic signatures are enforceable in most common-law jurisdictions. Please be aware that not all documents are appropriate for Electronic Signature under the law of some jurisdictions (i.e. wills, real estate deeds). The Subscription Service complies with the Electronic Records and Signatures in Commerce Act (ESIGN 15 U.S.C. Chapter 96), eIDAS (910/2014/EC), and Uniform Electronic Transactions Act (UETA). Please consult legal counsel for specific information concerning the laws governing Customer’s transaction. When consumers (as opposed to businesses) are participating in an Electronic Signature transaction, additional rules and regulations may require additional requirements, such as consumer consent disclosures or the consumer’s affirmative consent to the use of Electronic Signature with the ability to withdraw their consent if they so choose. Conga does not warrant the enforceability or validity of electronic signatures in any particular jurisdiction or circumstance.
D. The following terms apply to the Conga Contracts Subscription Service:
I. Upon termination of the Subscription Service, Conga shall return Customer Data maintained in the Subscription Service in a PostGreSQL format at no fee, within 15 business days from the date of termination. If Customer requests Customer Data in a custom format Customer shall pay time and materials for such custom format (as agreed upon by Conga and Customer). Conga shall delete all Customer Data from the Subscription Service within a reasonable time after delivery of Customer Data. For the avoidance of doubt, Customer can download Customer’s documents and files stored in the Subscription Service, in the format they are stored, at any time during Customer’s access to the Subscription Service. Conga may maintain Customer Data in an archived backup form for up to 12 months from expiration or termination of the Agreement which will be deleted a rolling monthly basis.
II. The Order for the Subscription Service will identify the User types and/or edition of the Subscription Service applicable to Customer’s subscriptions.
E. The following terms apply to the Conga Collaborate Subscription Service:
I. All access and interactions between the Subscription Service and Customer’s Salesforce.com Service account, other customer relationship management third-party software, and Customer’s Subscription Service account are managed exclusively by Customer through Customer’s administration and security settings.
II. Customer may retrieve Customer’s documents stored within the Subscription Service within 30 days after termination of the Subscription Service. Any documents or Customer Data not retrieved by Customer will be deleted after 90 days.
F. The following terms apply to the Conga AI Analyze Subscription Service:
I. The Subscription Service will use Customer Data to train the machine learning models for Customer’s instance of the Subscription Service. Customer Data is not used to train models for other Conga customers.
II. Conga will delete all Customer Data and any model data from the Subscription Service within 90 days after termination of the Subscription Service. Customer Data may be downloaded by Customer during Customer’s access to the Subscription Service.
III. Customer Data is not backed up with the Subscription Service.
Effective June 4th 2020 to February 11th 2021
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These Product Specific Terms (“Terms”) are between Customer and Apttus Corporation (“Conga”) and govern Conga’s delivery of the Subscription Services defined herein to Customer and Customer’s use of those Subscription Services. The Terms are incorporated into the Master Subscription Services Agreement, or similar software-as-a-service subscription agreement (“Agreement”) between Customer and Conga, and shall control and prevail in the event of any conflict or inconsistency between these Terms and the Agreement strictly related to the subject matter herein.
The product specific terms in Section 3 apply to Customer when the applicable Subscription Services are identified in an Order. When the term “Subscription Service” is used with a specific product, then that clause only applies to that product (e.g. Conga Sign for Salesforce Subscription Service) only. When “Subscription Service” is used on its own, it applies to all products applicable to that section.
1. Definitions:
“Conga Composer Advanced Features” may include, but are not limited to, URL access to Conga Composer Subscription Service generated documents, SMS features, analytics for Conga Composer Subscription Service generated documents, and advanced customer templates used with the Conga Composer Subscription Service.
“Conga Sign Transaction” means the sending of a single document or set of documents at one time from the Conga Sign Subscription Service for Electronic Signature to one or multiple parties in a single action regardless of whether all, part, or none of the parties sign the document.
“Customer Data” means all electronic data or information submitted by Customer to the Subscription Service.
“Electronic Signature” means an electronic sound, symbol, or process attached to or logically associated with a record and executed or adopted by a person with the intent to sign the record.
“Other Signing Parties” businesses or consumers who participate in an Electronic Signature transaction but are not the direct customer of Conga for that transaction.
“Salesforce.com Service” means the service provided by salesforce.com, inc. to which Customer must have a separate license in order to obtain or use the Subscription Service.
“Service Event” means (i) the execution of a single Conga Composer Subscription Service URL triggered via link or button, Conga Trigger Subscription Service, Conga Batch Subscription Service, or by any programmatic means, (ii) the generation of any letter, label, or envelope output file from Conga Mail Merge Subscription Service containing one or more letters, labels, or envelopes, or (iii) the scheduled execution of an individual Conga Batch, regardless of whether any output file is distributed.
“SMS Event” means SMS (cellular text) sent from the Conga Sign Subscription Service for identity authentication based on Customer’s configuration and whether the SMS is delivered or read.
“Transaction Data” information collected and stored by Conga that details the circumstances surrounding the Electronic Signature transaction such as date and time, and unique identifying information of the signatories (e.g. email address, IP address, SMS number, etc.).
2. Terms Applicable to All Subscription Services in This Terms:
A. Conga has implemented and will maintain appropriate security measures based upon industry best practices, feedback from third-party audits, applicable laws or regulations. The current Subscription Service security information and procedures are available at https://conga.com/security-data-sheets. Conga may, from time to time, update these security procedures but will not materially reduce the procedures nor protection of Customer Data.
B. Conga will provide support and service levels for the Subscription Service in accordance with the Agreement or as otherwise stated in an Order.
C. Conga may require the Subscription Services to be downloaded from the Salesforce AppExchange and management of Users by Customer through Salesforce License Management Application (LMA) or other LMA within the applicable Subscription Service.
D. Conga may remotely audit Customer’s use of the Subscription Service to ensure such use is in accordance with the number of Users, Services Events, and SMS Events in the applicable Order(s). If Customer exceeds the authorized number of Users, SMS Events, or Service Events licensed, Conga may invoice Customer for the excess use.
E. Customer acknowledges and agrees that the Salesforce.com Service is not included with Customer’s purchase of the Subscription Service, as defined herein.
3. Product Specific Terms:
A. The following terms apply to Conga Batch, Conga Composer, Conga Composer Advanced Features, Conga Contracts for Salesforce, Conga Trigger, and Conga Mail Merge Subscription Services:
I. Customer acknowledges and agrees that with each use of the Subscription Service initiated by Customer’s Salesforce.com Service authenticated users, the Subscription Service will access Customer’s Salesforce.com Service account to retrieve, manipulate, process, and modify Customer Data based on Customer’s configuration of the Subscription Service and Customer expressly consents to such access. If the Subscription Service cannot for any reason outside of Conga’s control, access Customer’s Salesforce.com Service, Conga will be excused from any nonperformance of the Subscription Service. Customer acknowledges that to provide the Subscription Service, Customer Data leaves the salesforce.com system.
II. Customer’s license to Conga Batch and Conga Trigger are subject to the number of Service Events purchased in an Order.
III. Customer Data stored by Conga in providing the Subscription Service shall be deleted by Conga within 90 days of termination or expiration of Agreement. Conga does not have any obligation to return Customer Data stored by Conga.
IV. The Order for the Subscription Service will identify the User types and/or edition of the Subscription Service applicable to Customer’s subscriptions.
V. Customer Data is not backed up with the Subscription Service.
B. The following terms apply to Conga Grid and Conga Orchestrate Subscription Services:
I. Customer is responsible for disabling or enabling Subscription Service features using the Subscription Service’s settings page that grants and/or removes features and functionality either globally, per Salesforce Security Profile, or per User. Customer is responsible for managing the Users within the Salesforce Security Profiles. Customer is responsible for understanding the Subscription Service’s features that are granted or disabled either globally or on a per Security Profile basis.
II. The Subscription Service does not store Customer Data. Customer acknowledges that when Customer uses the Subscription Service, Customer can make permanent changes and edits to Customer’s data in Customer’s Salesforce.com Service instance, including mass updates and mass deletions, just as Customer can do directly through Customer’s Salesforce.com Service. Customer is solely liable and responsible for the results and outcomes of Customer’s use of the Subscription Service.
C. The following terms apply to Conga Sign for Salesforce, Conga Sign for Conga Contracts, and Conga Sign for Conga Collaborate Subscription Services:
I. Customer may license the Subscription Service on a per User basis with unlimited Conga Sign Transactions or on a per Conga Sign Transaction basis as identified on an Order.
II. Transaction Data will be maintained by Conga in perpetuity. Customer and Other Signing Parties may access, during the term of the Agreement for the Subscription Service, audit trail information that provides the details of the Electronic Signatures. Completed documents are returned to Other Signing Parties and Customer via email by attachment or through a link in an email to access the completed document and additionally, are returned to Customer in Customer’s Salesfore.com Service, Conga Collaborate Subscription Service, or Conga Contracts Subscription Service. The Subscription Service may allow configuration to not deliver the final signed document and audit trail automatically to Customer and/or Other Signing Party and when such configuration is used by Customer, Customer is solely responsible for the delivery to Other Signing Party. The delivery of the completed documents to Other Signing Party and back to Customer as described herein satisfies any requirement for return of Customer Data in the Agreement. Transaction Data shall not be considered Customer Data.
III. Enforceability of electronic signatures is based on the jurisdictions of the signatories. Electronic signatures are enforceable in most common-law jurisdictions. Please be aware that not all documents are appropriate for Electronic Signature under the law of some jurisdictions (i.e. wills, real estate deeds). The Subscription Service complies with the Electronic Records and Signatures in Commerce Act (ESIGN 15 U.S.C. Chapter 96), eIDAS (910/2014/EC), and Uniform Electronic Transactions Act (UETA). Please consult legal counsel for specific information concerning the laws governing Customer’s transaction. When consumers (as opposed to businesses) are participating in an Electronic Signature transaction, additional rules and regulations may require additional requirements, such as consumer consent disclosures or the consumer’s affirmative consent to the use of Electronic Signature with the ability to withdraw their consent if they so choose. Conga does not warrant the enforceability or validity of electronic signatures in any particular jurisdiction or circumstance.
D. The following terms apply to the Conga Contracts Subscription Service:
I. Upon termination of the Subscription Service, Conga shall return Customer Data maintained in the Subscription Service in a PostGreSQL format at no fee, within 15 business days from the date of termination. If Customer requests Customer Data in a custom format Customer shall pay time and materials for such custom format (as agreed upon by Conga and Customer). Conga shall delete all Customer Data from the Subscription Service within a reasonable time after delivery of Customer Data. For the avoidance of doubt, Customer can download Customer’s documents and files stored in the Subscription Service, in the format they are stored, at any time during Customer’s access to the Subscription Service. Conga may maintain Customer Data in an archived backup form for up to 12 months from expiration or termination of the Agreement which will be deleted a rolling monthly basis.
II. The Order for the Subscription Service will identify the User types and/or edition of the Subscription Service applicable to Customer’s subscriptions.
E. The following terms apply to the Conga Collaborate Subscription Service:
I. All access and interactions between the Subscription Service and Customer’s Salesforce.com Service account, other customer relationship management third-party software, and Customer’s Subscription Service account are managed exclusively by Customer through Customer’s administration and security settings.
II. Customer may retrieve Customer’s documents stored within the Subscription Service within 30 days after termination of the Subscription Service. Any documents or Customer Data not retrieved by Customer will be deleted after 90 days.
F. The following terms apply to the Conga AI Analyze Subscription Service:
I. The Subscription Service will use Customer Data to train the machine learning models for Customer’s instance of the Subscription Service. Customer Data is not used to train models for other Conga customers.
II. Conga will delete all Customer Data and any model data from the Subscription Service within 90 days after termination of the Subscription Service. Customer Data may be downloaded by Customer during Customer’s access to the Subscription Service.
III. Customer Data is not backed up with the Subscription Service.
Professional Services Terms
Effective May 23rd 2024
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These Professional Services Terms (“PS Terms”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into these PS Terms (the “Customer”), and Conga Corporation (“Conga”). These PS Terms apply only to the extent that Customer and Conga execute a Statement of Work (“SOW”) for the provision of Professional Services to be provided by Conga for Customer.
YOU MUST READ AND AGREE TO THESE PS TERMS PRIOR TO USING THE PROFESSIONAL SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED SOW, AND/OR USING THE PROFESSIONAL SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THESE PS TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
Conga may amend these PS Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, these PS Terms will continue in its existing form, and the amendment will become effective at the start of Customer’s next Statement of Work term following the Proposed Amendment Date. Customer’s continued use of the Professional Services following the Proposed Amendment Date will confirm Customer’s consent thereto. These PS Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
Whereas, Customer wishes to have Conga provide certain Professional Services pursuant to one or more SOWs,
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. PROFESSIONAL SERVICES.
1.1 Scope. Conga will provide such professional services as are specifically described in the applicable SOW (“Professional Services”), and Customer will reasonably cooperate with Conga with regard to performance of Professional Services. The requirements of a SOW may be altered only through a change order executed by both parties.
1.2 Acceptance. Unless otherwise set forth in a SOW, configured software environments and other materials provided through Professional Services (“Deliverables”) will be considered accepted upon written notice thereof (e-mail sufficient) from Customer or two (2) business days from delivery if Customer has not first provided written notice of rejection, provided Customer may only reject Deliverables to the extent that they materially fail to conform to their specifications set forth in the SOW. To be effective pursuant to the preceding sentence, notice of rejection must specifically disclose the material failure to conform to its specifications. In response to rejection of a Deliverable, Conga may revise and redeliver the Deliverable, and thereafter the procedures of this Section 1(b) will repeat.
2. FEES & PAYMENT TERMS.
2.1 Payment. Customer will pay Conga the fees specified in each SOW or Order Form, as applicable, in the manner described in such SOW or Order Form. Unless the SOW or Order Form provides otherwise, Customer will pay Conga within thirty (30) calendar days from the date of invoice and all payments will be made in US dollars.
2.2 Other Expenses. Customer will reimburse Conga for travel time and other expenses incurred in performance of Professional Services pursuant to the Global Customer Travel & Expense Policy located at: https://legal.conga.com/#travel-expense-policy.
2.3 Taxes. Unless explicitly set forth otherwise, fees in an Order Form or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Conga is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice, unless Customer provides Conga with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer is responsible for paying all Taxes, excluding only taxes based on Conga’s income and personal property. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Conga of such location(s) if different than Customer’s business address listed in the applicable Order Form.
2.4 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
3. TERM AND TERMINATION.
3.1 Term. Each SOW will continue for the term set forth therein, if any. Unless earlier terminated as set forth below, these PS Terms will continue until termination or expiration of the SOW.
3.2 Termination. Unless the SOW provides to the contrary, Customer may terminate a SOW for convenience upon thirty (30) days’ written notice to Conga. Either party may terminate a SOW or these PS Terms for the other’s material breach of such SOW or PS Terms, as applicable, on thirty (30) days’ written notice, provided that if the other party cures the breach before expiration of such notice period, the SOW will not terminate. Additionally, all SOWs will immediately terminate upon termination or expiration of the Master Services Agreement (or equivalent SaaS subscription agreement) or these PS Terms.
3.3 Effect of Termination. Upon termination of an SOW: (1) if such SOW provides for an hourly or per unit fee, Customer will pay Conga such fee for the work performed up to the date of termination; and (2) if the SOW provides for a fixed fee, Customer will pay Conga the reasonable value of the Professional Services received from Conga up to the termination date. Termination of a SOW for any reason, including without limitation breach, will not terminate any other SOW or these PS Terms.
4. INTELLECTUAL PROPERTY IN DELIVERABLES. Conga owns and retains ownership of all Deliverables, including without limitation, preexisting software and other materials incorporated into Deliverables and new software and other materials created during Professional Services and incorporated into Deliverables. Customer receives no intellectual property rights to any Deliverable except to the extent that the applicable SOW provides a license thereto (e.g., with regard to client-side software). In the absence of such license, Customer’s sole right with regard to Deliverables is to use them in conjunction with the subscription services during the applicable subscription term(s) subject to any additional subscription services licensing terms pursuant to other agreements between the parties. Further Conga owns and retains ownership of other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information as related to Conga’s subscription services (collectively, "Conga Technology");
5. WARRANTY. Professionalism & Function. Conga warrants that all Professional Services will be performed in a professional manner and materially in conformance with the SOW. Conga further warrants that the Deliverables will conform to their specifications set forth in the SOW. Customer’s sole remedy and Conga’s sole liability and responsibility for breach of any warranty in this Section 5 will be for Conga to re-perform the Professional Services in question, including creation of Deliverables.
6. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH SECTION 5 ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE DELIVERABLES OR THE PERFORMANCE OF PROFESSIONAL SERVICES HEREUNDER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE DELIVERABLES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE DELIVERABLES. IN PARTICULAR, CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR- FREE OPERATION OF THE DELIVERABLES, THAT THE DELIVERABLES WILL CONTINUE TO FUNCTION WITH ANY SUBSCRIPTION SERVICES AFTER COMPLETION OF THE APPLICABLE PROFESSIONAL SERVICES, OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD-PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS.
7. CONFIDENTIALITY.
7.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of these PS Terms (including pricing and other terms reflected in all SOWS hereunder), customer data, subscription services, the Conga Technology, business plans, technology and technical information, screen and product designs, interoperability of any subscription services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
7.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these PS Terms, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
7.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these PS Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7.4 Indemnity Miscellaneous. Notwithstanding the foregoing, Customer acknowledges and agrees that (i) multiple customers may require similar customizations or configurations to subscription services and that Conga may be developing similar customizations or configurations for other third parties, (ii) Conga may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information of Customer, (iii) nothing will prohibit Conga from developing or having developed for it customizations, configurations, feature, concepts, systems or techniques that are similar to the Deliverables, and (iv) nothing will prohibit Conga from re-using with another customer or making generally available as part of subscription services all or part of any customization, feature, concept, system or technique developed hereunder.
8. IP INDEMNITY.
8.1 Indemnification by Conga. Subject to these PS Terms, Conga will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Deliverable(s) as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Conga in a monetary settlement of such Claim. Conga’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Deliverable(s) with non-Conga products or services; or (III) any use of the Deliverable(s) not in compliance with these PS Terms. In the event of a Claim, Conga may, in its discretion and at no cost to Customer (A) modify the Deliverable(s) so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Deliverable(s) in accordance with these PS Terms, or (C). to suspend use of the Deliverable in question and refund to Customer a pro rata portion of the fees paid for every month during which Customer is prevented from using the infringing Deliverable as a result of such infringement, during the first three years after delivery of such Deliverable.
8.2 Indemnification by Customer. Subject to these PS Terms, Customer will (i) defend, or at its option settle, any Claim made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Deliverables with non-Conga products or services; or (III) Customer’s use of the Deliverables , other than as authorized in these PS Terms, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
For clarity, THIS SECTION 8 STATES CONGA’S SOLE OBLIGATION, AND CUSTOMER’S SOLE REMEDY, WITH REGARDS TO CLAIMS THAT THE DELIVERABLES INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
9. LIMITATION OF LIABILITY. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS SET FORTH IN SECTION 2, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE PS TERMS OR ANY SOW SHALL, IN THE AGGREGATE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THE APPLICABLE SOW TO WHICH THE CLAIM RELATES. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. MISCELLANEOUS
10.1 Construction. In the event of a conflict, the provisions of these PS Terms will prevail over those of a SOW. Neither party’s acts or omissions related to Professional Services, to a SOW, or to these PS Terms, including without limitation breach of a SOW or of these PS Terms, will give the other party any rights or remedies not directly related to the SOW in question.
10.2 Independent Contractor. The relationship between the parties will be that of an independent contractor and nothing in these PS Terms should be construed to create a partnership, agency, joint venture, or employer-employee relationship between Conga and Customer (including Customer’s employees and contractors, or conversely to Conga’s employees and contractors). Customer is not the agent of Conga, nor is Conga agent of Customer, and therefore neither party is authorized to make any representation or commitment on behalf of the other party. Neither party is, nor will be entitled to any of the benefits that the other party may make available to its employees, such as group insurance, profit sharing or retirement benefits. Each party agrees to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to the other party, its agents or employees under these PS Terms.
10.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to these PS Terms.
10.4 Notices. All legal or dispute-related notices will be sent by first class mail or express delivery, if to Conga, attention Chief Legal Officer, at 1400 Fashion Island Blvd., Suite 100, San Mateo, California 94404, U.S.A., and if to Customer, to Customer's account representative and address on record in Conga’s account information or such other addresses as either party may designate in writing from time to time.
10.5 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than twenty (20) days, either party may cancel unperformed Professional Services upon written notice.
10.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these PS Terms will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.7 Severability. If any provision of these PS Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these PS Terms will remain in effect.
10.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign these PS Terms together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of these PS Terms) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under these PS Terms in breach of this Section will be void and of no effect. Subject to the foregoing, these PS Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.9 Governing Law and Venue. These PS Terms will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules. The state and federal courts located in the State of Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these PS Terms. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these PS Terms.
10.10 Export Control Laws. The use and delivery of the Professional Services, Deliverables, and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under these PS Terms. Customer understands that it will receive the Deliverables under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
10.11 Entire Agreement. These PS Terms, including all exhibits and addenda hereto and all SOW(s) and change orders executed hereunder, constitute the entire agreement between the parties, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these PS Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation will be incorporated into or form any part of the terms of these PS Terms, and all such terms or conditions will be null and void.
Effective June 25th 2021 to May 23rd 2024
DownloadTable of Contents
These Professional Services Terms (“PS Terms”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into these PS Terms (the “Customer”), and Apttus Corporation (“Conga”). These PS Terms apply only to the extent that Customer and Conga execute a Statement of Work (“SOW”) for the provision of Professional Services to be provided by Conga for Customer.
YOU MUST READ AND AGREE TO THESE PS TERMS PRIOR TO USING THE PROFESSIONAL SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED SOW, AND/OR USING THE PROFESSIONAL SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THESE PS TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
Conga may amend these PS Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, these PS Terms will continue in its existing form, and the amendment will become effective at the start of Customer’s next Statement of Work term following the Proposed Amendment Date. Customer’s continued use of the Professional Services following the Proposed Amendment Date will confirm Customer’s consent thereto. These PS Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
Whereas, Customer wishes to have Conga provide certain Professional Services pursuant to one or more SOWs,
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. PROFESSIONAL SERVICES.
1.1 Scope. Conga will provide such professional services as are specifically described in the applicable SOW (“Professional Services”), and Customer will reasonably cooperate with Conga with regard to performance of Professional Services. The requirements of a SOW may be altered only through a change order executed by both parties.
1.2 Acceptance. Unless otherwise set forth in a SOW, configured software environments and other materials provided through Professional Services (“Deliverables”) will be considered accepted upon written notice thereof (e-mail sufficient) from Customer or two (2) business days from delivery if Customer has not first provided written notice of rejection, provided Customer may only reject Deliverables to the extent that they materially fail to conform to their specifications set forth in the SOW. To be effective pursuant to the preceding sentence, notice of rejection must specifically disclose the material failure to conform to its specifications. In response to rejection of a Deliverable, Conga may revise and redeliver the Deliverable, and thereafter the procedures of this Section 1(b) will repeat.
2. FEES & PAYMENT TERMS.
2.1 Payment. Customer will pay Conga the fees specified in each SOW or Order Form, as applicable, in the manner described in such SOW or Order Form. Unless the SOW or Order Form provides otherwise, Customer will pay Conga within thirty (30) calendar days from the date of invoice and all payments will be made in US dollars.
2.2 Other Expenses. Customer will reimburse Conga for travel time and other expenses incurred in performance of Professional Services pursuant to the Global Customer Travel & Expense Policy located at: https://legal.conga.com/#travel-expense-policy.
2.3 Taxes. Unless explicitly set forth otherwise, fees in an Order Form or SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Conga is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice, unless Customer provides Conga with a valid tax exemption certificate authorized by the appropriate taxing authority. Customer is responsible for paying all Taxes, excluding only taxes based on Conga’s income and personal property. Where Taxes are based upon the location(s) receiving the benefit of the Subscription Service, Customer has an ongoing obligation to notify Conga of such location(s) if different than Customer’s business address listed in the applicable Order Form.
2.4 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
3. TERM AND TERMINATION.
3.1 Term. Each SOW will continue for the term set forth therein, if any. Unless earlier terminated as set forth below, these PS Terms will continue until termination or expiration of the SOW.
3.2 Termination. Unless the SOW provides to the contrary, Customer may terminate a SOW for convenience upon thirty (30) days’ written notice to Conga. Either party may terminate a SOW or these PS Terms for the other’s material breach of such SOW or PS Terms, as applicable, on thirty (30) days’ written notice, provided that if the other party cures the breach before expiration of such notice period, the SOW will not terminate. Additionally, all SOWs will immediately terminate upon termination or expiration of the Master Services Agreement (or equivalent SaaS subscription agreement) or these PS Terms.
3.3 Effect of Termination. Upon termination of an SOW: (1) if such SOW provides for an hourly or per unit fee, Customer will pay Conga such fee for the work performed up to the date of termination; and (2) if the SOW provides for a fixed fee, Customer will pay Conga the reasonable value of the Professional Services received from Conga up to the termination date. Termination of a SOW for any reason, including without limitation breach, will not terminate any other SOW or these PS Terms.
4. INTELLECTUAL PROPERTY IN DELIVERABLES. Conga owns and retains ownership of all Deliverables, including without limitation, preexisting software and other materials incorporated into Deliverables and new software and other materials created during Professional Services and incorporated into Deliverables. Customer receives no intellectual property rights to any Deliverable except to the extent that the applicable SOW provides a license thereto (e.g., with regard to client-side software). In the absence of such license, Customer’s sole right with regard to Deliverables is to use them in conjunction with the subscription services during the applicable subscription term(s) subject to any additional subscription services licensing terms pursuant to other agreements between the parties. Further Conga owns and retains ownership of other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information as related to Conga’s subscription services (collectively, "Conga Technology");
5. WARRANTY. Professionalism & Function. Conga warrants that all Professional Services will be performed in a professional manner and materially in conformance with the SOW. Conga further warrants that the Deliverables will conform to their specifications set forth in the SOW. Customer’s sole remedy and Conga’s sole liability and responsibility for breach of any warranty in this Section 5 will be for Conga to re-perform the Professional Services in question, including creation of Deliverables.
6. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH SECTION 5 ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE DELIVERABLES OR THE PERFORMANCE OF PROFESSIONAL SERVICES HEREUNDER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE DELIVERABLES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE DELIVERABLES. IN PARTICULAR, CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR- FREE OPERATION OF THE DELIVERABLES, THAT THE DELIVERABLES WILL CONTINUE TO FUNCTION WITH ANY SUBSCRIPTION SERVICES AFTER COMPLETION OF THE APPLICABLE PROFESSIONAL SERVICES, OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD-PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS.
7. CONFIDENTIALITY.
7.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of these PS Terms (including pricing and other terms reflected in all SOWS hereunder), customer data, subscription services, the Conga Technology, business plans, technology and technical information, screen and product designs, interoperability of any subscription services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
7.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these PS Terms, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
7.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with these PS Terms and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7.4 Indemnity Miscellaneous. Notwithstanding the foregoing, Customer acknowledges and agrees that (i) multiple customers may require similar customizations or configurations to subscription services and that Conga may be developing similar customizations or configurations for other third parties, (ii) Conga may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information of Customer, (iii) nothing will prohibit Conga from developing or having developed for it customizations, configurations, feature, concepts, systems or techniques that are similar to the Deliverables, and (iv) nothing will prohibit Conga from re-using with another customer or making generally available as part of subscription services all or part of any customization, feature, concept, system or technique developed hereunder.
8. IP INDEMNITY.
8.1 Indemnification by Conga. Subject to these PS Terms, Conga will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Deliverable(s) as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Conga in a monetary settlement of such Claim. Conga’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Deliverable(s) with non-Conga products or services; or (III) any use of the Deliverable(s) not in compliance with these PS Terms. In the event of a Claim, Conga may, in its discretion and at no cost to Customer (A) modify the Deliverable(s) so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Deliverable(s) in accordance with these PS Terms, or (C). to suspend use of the Deliverable in question and refund to Customer a pro rata portion of the fees paid for every month during which Customer is prevented from using the infringing Deliverable as a result of such infringement, during the first three years after delivery of such Deliverable.
8.2 Indemnification by Customer. Subject to these PS Terms, Customer will (i) defend, or at its option settle, any Claim made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Deliverables with non-Conga products or services; or (III) Customer’s use of the Deliverables , other than as authorized in these PS Terms, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
For clarity, THIS SECTION 8 STATES CONGA’S SOLE OBLIGATION, AND CUSTOMER’S SOLE REMEDY, WITH REGARDS TO CLAIMS THAT THE DELIVERABLES INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
9. LIMITATION OF LIABILITY. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS SET FORTH IN SECTION 2, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE PS TERMS OR ANY SOW SHALL, IN THE AGGREGATE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THE APPLICABLE SOW TO WHICH THE CLAIM RELATES. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. MISCELLANEOUS
10.1 Construction. In the event of a conflict, the provisions of these PS Terms will prevail over those of a SOW. Neither party’s acts or omissions related to Professional Services, to a SOW, or to these PS Terms, including without limitation breach of a SOW or of these PS Terms, will give the other party any rights or remedies not directly related to the SOW in question.
10.2 Independent Contractor. The relationship between the parties will be that of an independent contractor and nothing in these PS Terms should be construed to create a partnership, agency, joint venture, or employer-employee relationship between Conga and Customer (including Customer’s employees and contractors, or conversely to Conga’s employees and contractors). Customer is not the agent of Conga, nor is Conga agent of Customer, and therefore neither party is authorized to make any representation or commitment on behalf of the other party. Neither party is, nor will be entitled to any of the benefits that the other party may make available to its employees, such as group insurance, profit sharing or retirement benefits. Each party agrees to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to the other party, its agents or employees under these PS Terms.
10.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to these PS Terms.
10.4 Notices. All legal or dispute-related notices will be sent by first class mail or express delivery, if to Conga, attention Chief Legal Officer, at 1400 Fashion Island Blvd., Suite 100, San Mateo, California 94404, U.S.A., and if to Customer, to Customer's account representative and address on record in Conga’s account information or such other addresses as either party may designate in writing from time to time.
10.5 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than twenty (20) days, either party may cancel unperformed Professional Services upon written notice.
10.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under these PS Terms will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.7 Severability. If any provision of these PS Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these PS Terms will remain in effect.
10.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign these PS Terms together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of these PS Terms) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under these PS Terms in breach of this Section will be void and of no effect. Subject to the foregoing, these PS Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.9 Governing Law and Venue. These PS Terms will be governed exclusively by the internal laws of the State of Delaware, without regard to its conflicts of laws rules. The state and federal courts located in the State of Delaware will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to these PS Terms. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to these PS Terms.
10.10 Export Control Laws. The use and delivery of the Professional Services, Deliverables, and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under these PS Terms. Customer understands that it will receive the Deliverables under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
10.11 Entire Agreement. These PS Terms, including all exhibits and addenda hereto and all SOW(s) and change orders executed hereunder, constitute the entire agreement between the parties, and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of these PS Terms will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation will be incorporated into or form any part of the terms of these PS Terms, and all such terms or conditions will be null and void.
Effective February 1st 2021 to June 25th 2021
DownloadTable of Contents
These Professional Services Terms (“Agreement”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Conga”). This Agreement applies only to the extent that Customer and Conga execute a Statement of Work (“SOW”) for the provision of Professional Services to be provided by Conga for Customer.
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO USING THE PROFESSIONAL SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED SOW, AND/OR USING THE PROFESSIONAL SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Statement of Work term following the Proposed Amendment Date. Customer’s continued use of the Professional Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
Whereas, Customer wishes to have Conga provide certain Professional Services pursuant to one or more SOWs.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. PROFESSIONAL SERVICES.
1.1 Scope. Conga will provide such professional services as are specifically described in the applicable SOW (“Professional Services”), and Customer will reasonably cooperate with Conga with regard to performance of Professional Services. The requirements of a SOW may be altered only through a change order executed by both parties.
1.2 Acceptance. Unless otherwise set forth in a SOW, configured software environments and other materials provided through Professional Services (“Deliverables”) will be considered accepted upon written notice thereof (e-mail sufficient) from Customer or two (2) business days from delivery if Customer has not first provided written notice of rejection, provided Customer may only reject Deliverables to the extent that they materially fail to conform to their specifications set forth in the SOW. To be effective pursuant to the preceding sentence, notice of rejection must specifically disclose the material failure to conform to its specifications. In response to rejection, Conga may revise and redeliver the Deliverable, and thereafter the procedures of this Section 1(b) will repeat.
2. FEES & PAYMENT TERMS.
2.1 Payment. Customer will pay Conga the fees specified in each SOW. Unless the SOW provides otherwise, Customer will pay Conga within thirty (30) calendar days from the date of invoice. All payments made under SOWs will be made in US dollars.
2.2 Other Expenses. Customer will reimburse Conga for travel time and other expenses incurred in performance of Professional Services pursuant to the Conga travel policy (a copy of which will be made available upon request).
2.3 Taxes. Unless explicitly set forth otherwise, fees set forth in a SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Conga is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice. Customer is responsible for paying all Taxes, excluding only taxes based on Conga’s income and personal property. If Conga has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Conga with a valid tax exemption certificate authorized by the appropriate taxing authority. Where Taxes are based upon the location(s) receiving the benefit of the Professional Services, Customer has an ongoing obligation to notify Conga of such location(s) if different than Customer’s business address listed in this Addendum.
2.4 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
3. TERM AND TERMINATION.
3.1 Term. Each SOW will continue for the term set forth therein, if any. Unless earlier terminated as set forth below, these PS Terms will continue until termination or expiration of the SOW.
3.2 Termination. Unless the SOW provides to the contrary, Customer may terminate a SOW for convenience upon thirty (30) days’ written notice to Conga. Either party may terminate a SOW or these PS Terms for the other’s material breach of such SOW or PS Terms, as applicable, on thirty (30) days’ written notice, provided that if the other party cures the breach before expiration of such notice period, the SOW will not terminate. Additionally, all SOWs will immediately terminate upon termination or expiration of the Master Services Agreement (or equivalent SaaS subscription agreement) or these PS Terms.
3.3 Effect of Termination. Upon termination of a SOW: (1) if such SOW provides for an hourly or per unit fee, Customer will pay Conga such fee for the work performed up to the date of termination; and (2) if the SOW provides for a fixed fee, Customer will pay Conga the reasonable value of the Professional Services received from Conga up to the termination date. Termination of a SOW for any reason, including without limitation breach, will not terminate any other SOW.
4. INTELLECTUAL PROPERTY IN DELIVERABLES. Conga owns and retains ownership of all Deliverables, including without limitation, preexisting software and other materials incorporated into Deliverables and new software and other materials created during Professional Services and incorporated into Deliverables. Customer receives no intellectual property rights to any Deliverable except to the extent that the applicable SOW provides a license thereto (e.g., with regard to client-side software). In the absence of such license, Customer’s sole right with regard to Deliverables is to use them in conjunction with the subscription services during the applicable subscription term(s) subject to any additional subscription services licensing terms pursuant to other agreements between the parties. Further Conga owns and retains ownership of other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information as related to Conga’s subscription services (collectively, "Conga Technology");
5. WARRANTY. Professionalism & Function. Conga warrants that all Professional Services will be performed in a professional manner and materially in conformance with the SOW. Conga further warrants that the Deliverables will conform to their specifications set forth in the SOW. Customer’s sole remedy and Conga’s sole liability and responsibility for breach of any warranty in this Section 5 will be for Conga to re-perform the Professional Services in question, including creation of Deliverables.
6. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH SECTION 5 ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE DELIVERABLES OR THE PERFORMANCE OF PROFESSIONAL SERVICES HEREUNDER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE DELIVERABLES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE DELIVERABLES. IN PARTICULAR, CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR- FREE OPERATION OF THE DELIVERABLES, THAT THE DELIVERABLES WILL CONTINUE TO FUNCTION WITH ANY SUBSCRIPTION SERVICES AFTER THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS.
7. CONFIDENTIALITY.
7.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Addendum (including pricing and other terms reflected in all SOWS hereunder), customer data, subscription services, the Conga Technology, business plans, technology and technical information, screen and product designs, interoperability of any subscription services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
7.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Addendum, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
7.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Addendum and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7.4 Indemnity Miscellaneous. Notwithstanding the foregoing, Customer acknowledges and agrees that (i) multiple customers may require similar customizations or configurations to subscription services and that Conga may be developing similar customizations or configurations for other third parties, (ii) Conga may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information of Customer, (iii) nothing will prohibit Conga from developing or having developed for it customizations, configurations, feature, concepts, systems or techniques that are similar to the Deliverables, and (iv) nothing will prohibit Conga from re-using with another customer or making generally available as part of subscription services all or part of any customization, feature, concept, system or technique developed hereunder.
8. IP INDEMNITY.
8.1 Indemnification by Conga. Subject to this Addendum, Conga will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Deliverable(s) as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Conga in a monetary settlement of such Claim. Conga’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Deliverable(s) with non-Conga products or services; or (III) any use of the Deliverable(s) not in compliance with this Addendum. In the event of a Claim, Conga may, in its discretion and at no cost to Customer (A) modify the Deliverable(s) so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Deliverable(s) in accordance with this Addendum, or (C). to suspend use of the Deliverable in question and refund to Customer a pro rata portion of the fees paid for every month during which Customer is prevented from using the infringing Deliverable as a result of such infringement, during the first three years after delivery of such Deliverable.
8.2 Indemnification by Customer. Subject to this Addendum, Customer will (i) defend, or at its option settle, any Claim made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Deliverables with non-Conga products or services; or (III) Customer’s use of the Deliverables , other than as authorized in this Addendum, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
For clarity, THIS SECTION 8 STATES CONGA’S SOLE OBLIGATION, AND CUSTOMER’S SOLE REMEDY, WITH REGARDS TO CLAIMS THAT THE DELIVERABLES INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
9. LIMITATION OF LIABILITY. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS SET FORTH IN SECTION 2, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE PS TERMS OR ANY SOW SHALL, IN THE AGGREGATE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THE APPLICABLE SOW TO WHICH THE CLAIM RELATES. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. MISCELLANEOUS
10.1 Construction. In the event of a conflict, the provisions of these PS Terms will prevail over those of a SOW. Neither party’s acts or omissions related to Professional Services, to a SOW, or to these PS Terms, including without limitation breach of a SOW or of these PS Terms, will give the other party any rights or remedies not directly related to the SOW in question.
10.2 Independent Contractor. The relationship between the parties will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, agency, joint venture, or employer-employee relationship between Conga and Customer (including Customer’s employees and contractors, or conversely to Conga’s employees and contractors). Customer is not the agent of Conga, nor is Conga agent of Customer, and therefore neither party is authorized to make any representation or commitment on behalf of the other party. Neither party is, nor will be entitled to any of the benefits that the other party may make available to its employees, such as group insurance, profit sharing or retirement benefits. Each party agrees to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to the other party, its agents or employees under this Agreement.
10.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
10.4 Notices. All legal or dispute-related notices will be sent by first class mail or express delivery, if to Conga, attention Chief Legal Officer, at 1400 Fashion Island Blvd., Suite 100, San Mateo, California 94404, U.S.A., and if to Customer, to Customer's account representative and address on record in Conga’s account information or such other addresses as either party may designate in writing from time to time.
10.5 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than twenty (20) days, either party may cancel unperformed Professional Services upon written notice.
10.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Addendum will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.7 Severability. If any provision of this Addendum is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Addendum will remain in effect.
10.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Addendum together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Addendum) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Addendum in breach of this Section will be void and of no effect. Subject to the foregoing, this Addendum will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.9 Governing Law and Venue. This Addendum will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Addendum. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Addendum.
10.10 Export Control Laws. The use and delivery of the Professional Services, Deliverables, and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Addendum. Customer understands that it will receive the Deliverables under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
10.11 Entire Agreement. This Addendum, including all exhibits and addenda hereto and all SOW(s) and change orders executed hereunder, constitute the entire agreement between the parties, and supersede 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 Addendum will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation will be incorporated into or form any part of the terms of this Addendum, and all such terms or conditions will be null and void.
Effective October 12th 2020 to February 1st 2021
DownloadTable of Contents
These Professional Services Terms (“Agreement”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Conga”). This Agreement applies only to the extent that Customer and Conga execute a Statement of Work (“SOW”) for the provision of Professional Services to be provided by Conga for Customer.
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
Conga may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
Whereas, Customer wishes to have Conga provide certain Professional Services pursuant to one or more SOWs.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. PROFESSIONAL SERVICES.
1.1 Scope. Conga will provide such professional services as are specifically described in the applicable SOW (“Professional Services”), and Customer will reasonably cooperate with Conga with regard to performance of Professional Services. The requirements of a SOW may be altered only through a change order executed by both parties.
1.2 Acceptance. Unless otherwise set forth in a SOW, configured software environments and other materials provided through Professional Services (“Deliverables”) will be considered accepted upon written notice thereof (e-mail sufficient) from Customer or two (2) business days from delivery if Customer has not first provided written notice of rejection, provided Customer may only reject Deliverables to the extent that they materially fail to conform to their specifications set forth in the SOW. To be effective pursuant to the preceding sentence, notice of rejection must specifically disclose the material failure to conform to its specifications. In response to rejection, Conga may revise and redeliver the Deliverable, and thereafter the procedures of this Section 1(b) will repeat.
2. FEES & PAYMENT TERMS.
2.1 Payment. Customer will pay Conga the fees specified in each SOW. Unless the SOW provides otherwise, Customer will pay Conga within thirty (30) calendar days from the date of invoice. All payments made under SOWs will be made in US dollars.
2.2 Other Expenses. Customer will reimburse Conga for travel time and other expenses incurred in performance of Professional Services pursuant to the Conga travel policy (a copy of which will be made available upon request).
2.3 Taxes. Unless explicitly set forth otherwise, fees set forth in a SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Conga is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice. Customer is responsible for paying all Taxes, excluding only taxes based on Conga’s income and personal property. If Conga has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Conga with a valid tax exemption certificate authorized by the appropriate taxing authority. Where Taxes are based upon the location(s) receiving the benefit of the Professional Services, Customer has an ongoing obligation to notify Conga of such location(s) if different than Customer’s business address listed in this Addendum.
2.4 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
3. TERM AND TERMINATION.
3.1 Term. Each SOW will continue for the term set forth therein, if any. Unless earlier terminated as set forth below, these PS Terms will continue until termination or expiration of the SOW.
3.2 Termination. Unless the SOW provides to the contrary, Customer may terminate a SOW for convenience upon thirty (30) days’ written notice to Conga. Either party may terminate a SOW or these PS Terms for the other’s material breach of such SOW or PS Terms, as applicable, on thirty (30) days’ written notice, provided that if the other party cures the breach before expiration of such notice period, the SOW will not terminate. Additionally, all SOWs will immediately terminate upon termination or expiration of the MSSA or these PS Terms.
3.3 Effect of Termination. Upon termination of a SOW: (1) if such SOW provides for an hourly or per unit fee, Customer will pay Conga such fee for the work performed up to the date of termination; and (2) if the SOW provides for a fixed fee, Customer will pay Conga the reasonable value of the Professional Services received from Conga up to the termination date. Termination of a SOW for any reason, including without limitation breach, will not terminate any other SOW.
4. INTELLECTUAL PROPERTY IN DELIVERABLES. Conga owns and retains ownership of all Deliverables, including without limitation, preexisting software and other materials incorporated into Deliverables and new software and other materials created during Professional Services and incorporated into Deliverables. Customer receives no intellectual property rights to any Deliverable except to the extent that the applicable SOW provides a license thereto (e.g., with regard to client-side software). In the absence of such license, Customer’s sole right with regard to Deliverables is to use them in conjunction with the subscription services during the applicable subscription term(s) subject to any additional subscription services licensing terms pursuant to other agreements between the parties. Further Conga owns and retains ownership of other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information as related to Conga’s subscription services (collectively, "Conga Technology");
5. WARRANTY. Professionalism & Function. Conga warrants that all Professional Services will be performed in a professional manner and materially in conformance with the SOW. Conga further warrants that the Deliverables will conform to their specifications set forth in the SOW. Customer’s sole remedy and Conga’s sole liability and responsibility for breach of any warranty in this Section 5 will be for Conga to re-perform the Professional Services in question, including creation of Deliverables.
6. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH SECTION 5 ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE DELIVERABLES OR THE PERFORMANCE OF PROFESSIONAL SERVICES HEREUNDER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE DELIVERABLES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE DELIVERABLES. IN PARTICULAR, CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR- FREE OPERATION OF THE DELIVERABLES, THAT THE DELIVERABLES WILL CONTINUE TO FUNCTION WITH ANY SUBSCRIPTION SERVICES AFTER THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS.
7. CONFIDENTIALITY.
7.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Addendum (including pricing and other terms reflected in all SOWS hereunder), customer data, subscription services, the Conga Technology, business plans, technology and technical information, screen and product designs, interoperability of any subscription services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
7.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Addendum, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
7.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Addendum and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7.4 Indemnity Miscellaneous. Notwithstanding the foregoing, Customer acknowledges and agrees that (i) multiple customers may require similar customizations or configurations to subscription services and that Conga may be developing similar customizations or configurations for other third parties, (ii) Conga may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information of Customer, (iii) nothing will prohibit Conga from developing or having developed for it customizations, configurations, feature, concepts, systems or techniques that are similar to the Deliverables, and (iv) nothing will prohibit Conga from re-using with another customer or making generally available as part of subscription services all or part of any customization, feature, concept, system or technique developed hereunder.
8. IP INDEMNITY.
8.1 Indemnification by Conga. Subject to this Addendum, Conga will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Deliverable(s) as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Conga in a monetary settlement of such Claim. Conga’s obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Deliverable(s) with non-Conga products or services; or (III) any use of the Deliverable(s) not in compliance with this Addendum. In the event of a Claim, Conga may, in its discretion and at no cost to Customer (A) modify the Deliverable(s) so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Deliverable(s) in accordance with this Addendum, or (C). to suspend use of the Deliverable in question and refund to Customer a pro rata portion of the fees paid for every month during which Customer is prevented from using the infringing Deliverable as a result of such infringement, during the first three years after delivery of such Deliverable.
8.2 Indemnification by Customer. Subject to this Addendum, Customer will (i) defend, or at its option settle, any Claim made or brought against Conga by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Deliverables with non-Conga products or services; or (III) Customer’s use of the Deliverables , other than as authorized in this Addendum, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
For clarity, THIS SECTION 8 STATES CONGA’S SOLE OBLIGATION, AND CUSTOMER’S SOLE REMEDY, WITH REGARDS TO CLAIMS THAT THE DELIVERABLES INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
9. LIMITATION OF LIABILITY. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS SET FORTH IN SECTION 2, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE PS TERMS OR ANY SOW SHALL, IN THE AGGREGATE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THE APPLICABLE SOW TO WHICH THE CLAIM RELATES. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. MISCELLANEOUS
10.1 Construction. In the event of a conflict, the provisions of these PS Terms will prevail over those of a SOW. Neither party’s acts or omissions related to Professional Services, to a SOW, or to these PS Terms, including without limitation breach of a SOW or of these PS Terms, will give the other party any rights or remedies not directly related to the SOW in question.
10.2 Independent Contractor. The relationship between the parties will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, agency, joint venture, or employer-employee relationship between Conga and Customer (including Customer’s employees and contractors, or conversely to Conga’s employees and contractors). Customer is not the agent of Conga, nor is Conga agent of Customer, and therefore neither party is authorized to make any representation or commitment on behalf of the other party. Neither party is, nor will be entitled to any of the benefits that the other party may make available to its employees, such as group insurance, profit sharing or retirement benefits. Each party agrees to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to the other party, its agents or employees under this Agreement.
10.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
10.4 Notices. All legal or dispute-related notices will be sent by first class mail or express delivery, if to Conga, attention Chief Legal Officer, at 1400 Fashion Island Blvd., Suite 100, San Mateo, California 94404, U.S.A., and if to Customer, to Customer's account representative and address on record in Conga’s account information or such other addresses as either party may designate in writing from time to time.
10.5 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than twenty (20) days, either party may cancel unperformed Professional Services upon written notice.
10.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Addendum will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.7 Severability. If any provision of this Addendum is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Addendum will remain in effect.
10.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Addendum together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Addendum) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Addendum in breach of this Section will be void and of no effect. Subject to the foregoing, this Addendum will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.9 Governing Law and Venue. This Addendum will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Addendum. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Addendum.
10.10 Export Control Laws. The use and delivery of the Professional Services, Deliverables, and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Addendum. Customer understands that it will receive the Deliverables under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
10.11 Entire Agreement. This Addendum, including all exhibits and addenda hereto and all SOW(s) and change orders executed hereunder, constitute the entire agreement between the parties, and supersede 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 Addendum will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation will be incorporated into or form any part of the terms of this Addendum, and all such terms or conditions will be null and void.
Effective August 26th 2019 to October 12th 2020
DownloadTable of Contents
These Professional Services Terms (“Agreement”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Apttus”). This Agreement applies only to the extent that Customer and Apttus execute a Statement of Work (“SOW”) for the provision of Professional Services to be provided by Apttus for Customer.
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
Apttus may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
Whereas, Customer wishes to have Apttus provide certain Professional Services pursuant to one or more SOWs.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. PROFESSIONAL SERVICES.
1.1 Scope. Apttus will provide such professional services as are specifically described in the applicable SOW (“Professional Services”), and Customer will reasonably cooperate with Apttus with regard to performance of Professional Services. The requirements of a SOW may be altered only through a change order executed by both parties.
1.2 Acceptance. Unless otherwise set forth in a SOW, configured software environments and other materials provided through Professional Services (“Deliverables”) will be considered accepted upon written notice thereof (e-mail sufficient) from Customer or two (2) business days from delivery if Customer has not first provided written notice of rejection, provided Customer may only reject Deliverables to the extent that they materially fail to conform to their specifications set forth in the SOW. To be effective pursuant to the preceding sentence, notice of rejection must specifically disclose the material failure to conform to its specifications. In response to rejection, Apttus may revise and redeliver the Deliverable, and thereafter the procedures of this Section 1(b) will repeat.
2. FEES & PAYMENT TERMS.
2.1 Payment. Customer will pay Apttus the fees specified in each SOW. Unless the SOW provides otherwise, Customer will pay Apttus within thirty (30) calendar days from the date of invoice. All payments made under SOWs will be made in US dollars.
2.2 Other Expenses. Customer will reimburse Apttus for travel time and other expenses incurred in performance of Professional Services pursuant to the Apttus travel policy (a copy of which will be made available upon request).
2.3 Taxes. Unless explicitly set forth otherwise, fees set forth in a SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Apttus is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice. Customer is responsible for paying all Taxes, excluding only taxes based on Apttus’ income and personal property. If Apttus has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Apttus with a valid tax exemption certificate authorized by the appropriate taxing authority. Where Taxes are based upon the location(s) receiving the benefit of the Professional Services, Customer has an ongoing obligation to notify Apttus of such location(s) if different than Customer’s business address listed in this Addendum.
2.4 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
3. TERM AND TERMINATION.
3.1 Term. Each SOW will continue for the term set forth therein, if any. Unless earlier terminated as set forth below, these PS Terms will continue until termination or expiration of the SOW.
3.2 Termination. Unless the SOW provides to the contrary, Customer may terminate a SOW for convenience upon thirty (30) days’ written notice to Apttus. Either party may terminate a SOW or these PS Terms for the other’s material breach of such SOW or PS Terms, as applicable, on thirty (30) days’ written notice, provided that if the other party cures the breach before expiration of such notice period, the SOW will not terminate. Additionally, all SOWs will immediately terminate upon termination or expiration of the MSSA or these PS Terms.
3.3 Effect of Termination. Upon termination of a SOW: (1) if such SOW provides for an hourly or per unit fee, Customer will pay Apttus such fee for the work performed up to the date of termination; and (2) if the SOW provides for a fixed fee, Customer will pay Apttus the reasonable value of the Professional Services received from Apttus up to the termination date. Termination of a SOW for any reason, including without limitation breach, will not terminate any other SOW.
4. INTELLECTUAL PROPERTY IN DELIVERABLES. Apttus owns and retains ownership of all Deliverables, including without limitation, preexisting software and other materials incorporated into Deliverables and new software and other materials created during Professional Services and incorporated into Deliverables. Customer receives no intellectual property rights to any Deliverable except to the extent that the applicable SOW provides a license thereto (e.g., with regard to client-side software). In the absence of such license, Customer’s sole right with regard to Deliverables is to use them in conjunction with the subscription services during the applicable subscription term(s) subject to any additional subscription services licensing terms pursuant to other agreements between the parties. Further Apttus owns and retains ownership of other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information as related to Apttus’ subscription services (collectively, "Apttus Technology");
5. WARRANTY. Professionalism & Function. Apttus warrants that all Professional Services will be performed in a professional manner and materially in conformance with the SOW. Apttus further warrants that the Deliverables will conform to their specifications set forth in the SOW. Customer’s sole remedy and Apttus’ sole liability and responsibility for breach of any warranty in this Section 5 will be for Apttus to re-perform the Professional Services in question, including creation of Deliverables.
6. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH SECTION 5 ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, APTTUS AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE DELIVERABLES OR THE PERFORMANCE OF PROFESSIONAL SERVICES HEREUNDER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. APTTUS DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE DELIVERABLES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE DELIVERABLES. IN PARTICULAR, APTTUS DOES NOT WARRANT UNINTERRUPTED OR ERROR- FREE OPERATION OF THE DELIVERABLES, THAT THE DELIVERABLES WILL CONTINUE TO FUNCTION WITH ANY SUBSCRIPTION SERVICES AFTER THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, OR THAT APTTUS WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS.
7. CONFIDENTIALITY.
7.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Addendum (including pricing and other terms reflected in all SOWS hereunder), customer data, subscription services, the Apttus Technology, business plans, technology and technical information, screen and product designs, interoperability of any subscription services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
7.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Addendum, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
7.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Addendum and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7.4 Indemnity Miscellaneous. Notwithstanding the foregoing, Customer acknowledges and agrees that (i) multiple customers may require similar customizations or configurations to subscription services and that Apttus may be developing similar customizations or configurations for other third parties, (ii) Apttus may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information of Customer, (iii) nothing will prohibit Apttus from developing or having developed for it customizations, configurations, feature, concepts, systems or techniques that are similar to the Deliverables, and (iv) nothing will prohibit Apttus from re-using with another customer or making generally available as part of subscription services all or part of any customization, feature, concept, system or technique developed hereunder.
8. IP INDEMNITY.
8.1 Indemnification by Apttus. Subject to this Addendum, Apttus will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Deliverable(s) as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Apttus in a monetary settlement of such Claim. Apttus’ obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Deliverable(s) with non-Apttus products or services; or (III) any use of the Deliverable(s) not in compliance with this Addendum. In the event of a Claim, Apttus may, in its discretion and at no cost to Customer (A) modify the Deliverable(s) so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Deliverable(s) in accordance with this Addendum, or (C). to suspend use of the Deliverable in question and refund to Customer a pro rata portion of the fees paid for every month during which Customer is prevented from using the infringing Deliverable as a result of such infringement, during the first three years after delivery of such Deliverable.
8.2 Indemnification by Customer. Subject to this Addendum, Customer will (i) defend, or at its option settle, any Claim made or brought against Apttus by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Deliverables with non-Apttus products or services; or (III) Customer’s use of the Deliverables , other than as authorized in this Addendum, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
For clarity, THIS SECTION 8 STATES APTTUS’ SOLE OBLIGATION, AND CUSTOMER’S SOLE REMEDY, WITH REGARDS TO CLAIMS THAT THE DELIVERABLES INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
9. LIMITATION OF LIABILITY. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS SET FORTH IN SECTION 2, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE PS TERMS OR ANY SOW SHALL, IN THE AGGREGATE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THE APPLICABLE SOW TO WHICH THE CLAIM RELATES. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. NO PARTY WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. MISCELLANEOUS
10.1 Construction. In the event of a conflict, the provisions of these PS Terms will prevail over those of a SOW. Neither party’s acts or omissions related to Professional Services, to a SOW, or to these PS Terms, including without limitation breach of a SOW or of these PS Terms, will give the other party any rights or remedies not directly related to the SOW in question.
10.2 Independent Contractor. The relationship between the parties will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, agency, joint venture, or employer-employee relationship between Apttus and Customer (including Customer’s employees and contractors, or conversely to Apttus’ employees and contractors). Customer is not the agent of Apttus, nor is Apttus agent of Customer, and therefore neither party is authorized to make any representation or commitment on behalf of the other party. Neither party is, nor will be entitled to any of the benefits that the other party may make available to its employees, such as group insurance, profit sharing or retirement benefits. Each party agrees to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to the other party, its agents or employees under this Agreement.
10.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
10.4 Notices. All legal or dispute-related notices will be sent by first class mail or express delivery, if to Apttus, attention Chief Legal Officer, at 1400 Fashion Island Blvd., Suite 100, San Mateo, California 94404, U.S.A., and if to Customer, to Customer's account representative and address on record in Apttus’ account information or such other addresses as either party may designate in writing from time to time.
10.5 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than twenty (20) days, either party may cancel unperformed Professional Services upon written notice.
10.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Addendum will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.7 Severability. If any provision of this Addendum is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Addendum will remain in effect.
10.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Addendum together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Addendum) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Addendum in breach of this Section will be void and of no effect. Subject to the foregoing, this Addendum will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.9 Governing Law and Venue. This Addendum will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Addendum. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Addendum.
10.10 Export Control Laws. The use and delivery of the Professional Services, Deliverables, and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Addendum. Customer understands that it will receive the Deliverables under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
10.11 Entire Agreement. This Addendum, including all exhibits and addenda hereto and all SOW(s) and change orders executed hereunder, constitute the entire agreement between the parties, and supersede 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 Addendum will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation will be incorporated into or form any part of the terms of this Addendum, and all such terms or conditions will be null and void.
Effective January 31st 2019 to August 26th 2019
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These Professional Services Terms (“Agreement”), including any applicable addenda, annexes, exhibits, or other similar agreements, constitute a legal agreement between you, your employer, or other entity on whose behalf you enter into this Agreement (the “Customer”), and Apttus Corporation (“Apttus”). This Agreement applies only to the extent that Customer and Apttus execute a Statement of Work (“SOW”) for the provision of Professional Services to be provided by Apttus for Customer.
YOU MUST READ AND AGREE TO THIS AGREEMENT PRIOR TO DOWNLOADING AND/OR USING THE SUBSCRIPTION SERVICES. BY CLICKING ON THE “ACCEPT” BUTTON, SIGNING AN ASSOCIATED ORDER, OR DOWNLOADING, INSTALLING AND/OR USING THE SUBSCRIPTION SERVICES, YOU ARE AGREEING TO BE BOUND BY THE TERMS ON BEHALF OF CUSTOMER.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
Apttus may amend this Agreement from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor or designated contact shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective thirty (30) days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, this Agreement will continue in its existing form, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Subscription Services following the Proposed Amendment Date will confirm Customer’s consent thereto. This Agreement may not be amended in any other way except through a written agreement by authorized representatives of each party.
Whereas, Customer wishes to have Apttus provide certain Professional Services pursuant to one or more SOWs.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:
1. PROFESSIONAL SERVICES.
1.1 Scope. Apttus will provide such professional services as are specifically described in the applicable SOW (“Professional Services”), and Customer will reasonably cooperate with Apttus with regard to performance of Professional Services. The requirements of a SOW may be altered only through a change order executed by both parties.
1.2 Acceptance. Unless otherwise set forth in a SOW, configured software environments and other materials provided through Professional Services (“Deliverables”) will be considered accepted upon written notice thereof (e-mail sufficient) from Customer or two (2) business days from delivery if Customer has not first provided written notice of rejection, provided Customer may only reject Deliverables to the extent that they materially fail to conform to their specifications set forth in the SOW. To be effective pursuant to the preceding sentence, notice of rejection must specifically disclose the material failure to conform to its specifications. In response to rejection, Apttus may revise and redeliver the Deliverable, and thereafter the procedures of this Section 1(b) will repeat.
2. FEES & PAYMENT TERMS.
2.1 Payment. Customer will pay Apttus the fees specified in each SOW. Unless the SOW provides otherwise, Customer will pay Apttus within thirty (30) calendar days from the date of invoice. All payments made under SOWs will be made in US dollars.
2.2 Other Expenses. Customer will reimburse Apttus for travel time and other expenses incurred in performance of Professional Services pursuant to the Apttus travel policy (a copy of which will be made available upon request).
2.3 Taxes. Unless explicitly set forth otherwise, fees set forth in a SOW do not include any local, state, federal or foreign taxes, levies or duties of any nature ("Taxes"). In the event that Apttus is legally obligated to collect Taxes, such taxes will be set forth in the applicable invoice. Customer is responsible for paying all Taxes, excluding only taxes based on Apttus’ income and personal property. If Apttus has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, the appropriate amount shall be invoiced to and paid by Customer unless Customer provides Apttus with a valid tax exemption certificate authorized by the appropriate taxing authority. Where Taxes are based upon the location(s) receiving the benefit of the Professional Services, Customer has an ongoing obligation to notify Apttus of such location(s) if different than Customer’s business address listed in this Addendum.
2.4 Overdue Payments. Unpaid invoices not the subject of a written good faith dispute are subject to a finance charge at the rate of one percent (1%) of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid, plus all reasonable expenses of collection.
3. TERM AND TERMINATION.
3.1 Term. Each SOW will continue for the term set forth therein, if any. Unless earlier terminated as set forth below, these PS Terms will continue until termination or expiration of the SOW.
3.2 Termination. Unless the SOW provides to the contrary, Customer may terminate a SOW for convenience upon thirty (30) days’ written notice to Apttus. Either party may terminate a SOW or these PS Terms for the other’s material breach of such SOW or PS Terms, as applicable, on thirty (30) days’ written notice, provided that if the other party cures the breach before expiration of such notice period, the SOW will not terminate. Additionally, all SOWs will immediately terminate upon termination or expiration of the MSSA or these PS Terms.
3.3 Effect of Termination. Upon termination of a SOW: (1) if such SOW provides for an hourly or per unit fee, Customer will pay Apttus such fee for the work performed up to the date of termination; and (2) if the SOW provides for a fixed fee, Customer will pay Apttus the reasonable value of the Professional Services received from Apttus up to the termination date. Termination of a SOW for any reason, including without limitation breach, will not terminate any other SOW.
4. INTELLECTUAL PROPERTY IN DELIVERABLES. Apttus owns and retains ownership of all Deliverables, including without limitation, preexisting software and other materials incorporated into Deliverables and new software and other materials created during Professional Services and incorporated into Deliverables. Customer receives no intellectual property rights to any Deliverable except to the extent that the applicable SOW provides a license thereto (e.g., with regard to client-side software). In the absence of such license, Customer’s sole right with regard to Deliverables is to use them in conjunction with the subscription services during the applicable subscription term(s) subject to any additional subscription services licensing terms pursuant to other agreements between the parties. Further Apttus owns and retains ownership of other technology, software, hardware, products, processes, algorithms, user interfaces, know-how and other trade secrets, techniques, designs, inventions and other tangible or intangible technical material or information as related to Apttus’ subscription services (collectively, "Apttus Technology");
5. WARRANTY. Professionalism & Function. Apttus warrants that all Professional Services will be performed in a professional manner and materially in conformance with the SOW. Apttus further warrants that the Deliverables will conform to their specifications set forth in the SOW. Customer’s sole remedy and Apttus’ sole liability and responsibility for breach of any warranty in this Section 5 will be for Apttus to re-perform the Professional Services in question, including creation of Deliverables.
6. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH SECTION 5 ABOVE, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, APTTUS AND ITS THIRD PARTY PROVIDERS DISCLAIM ALL WARRANTIES OF ANY KIND RELATED TO THE DELIVERABLES OR THE PREFORMANCE OF PROFESSIONAL SERVICES HEREUNDER, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. APTTUS DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE DELIVERABLES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE DELIVERABLES. IN PARTICULAR, APTTUS DOES NOT WARRANT UNINTERRUPTED OR ERROR- FREE OPERATION OF THE DELIVERABLES, THAT THE DELIVERABLES WILL CONTINUE TO FUNCTION WITH ANY SUBSCRIPTION SERVICES AFTER THE EXPIRATION OF THE APPLICABLE WARRANTY PERIOD, OR THAT APTTUS WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS.
7. CONFIDENTIALITY.
7.1 Definition of Confidential Information. As used herein, "Confidential Information" means all confidential and proprietary information of a party ("Disclosing Party") disclosed 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, including the terms and conditions of this Addendum (including pricing and other terms reflected in all SOWS hereunder), customer data, subscription services, the Apttus Technology, business plans, technology and technical information, screen and product designs, interoperability of any subscription services with third-party products and software, and business processes. Confidential Information will 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) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party.
7.2 Non-Disclosure and Use Restrictions. The Receiving Party will not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Addendum, except with the Disclosing Party's prior written permission. If the Receiving Party is required by law or court order to disclose Confidential Information, it will give prior written notice to the Disclosing Party (to the extent legally permitted) and reasonable assistance at the Disclosing Party’s cost to contest the disclosure.
7.3 Protection. Each party agrees to protect the confidentiality of the Confidential Information of the other party in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event will either party exercise less than reasonable care in protecting such Confidential Information. The Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Addendum and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein for the protection of Confidential Information.
7.4 Indemnity Miscellaneous. Notwithstanding the foregoing, Customer acknowledges and agrees that (i) multiple customers may require similar customizations or configurations to subscription services and that Apttus may be developing similar customizations or configurations for other third parties, (ii) Apttus may currently or in the future be developing information internally, or receiving information from other parties, that is similar to the Confidential Information of Customer, (iii) nothing will prohibit Apttus from developing or having developed for it customizations, configurations, feature, concepts, systems or techniques that are similar to the Deliverables, and (iv) nothing will prohibit Apttus from re-using with another customer or making generally available as part of subscription services all or part of any customization, feature, concept, system or technique developed hereunder.
8. IP INDEMNITY.
8.1 Indemnification by Apttus. Subject to this Addendum, Apttus will (i) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Deliverable(s) as contemplated hereunder directly infringes the intellectual property rights of such third party, and (ii) pay (a) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (b) those damages agreed to by Apttus in a monetary settlement of such Claim. Apttus’ obligations to defend or indemnify will not apply to the extent that a Claim is based on (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Deliverable(s) with non-Apttus products or services; or (III) any use of the Deliverable(s) not in compliance with this Addendum. In the event of a Claim, Apttus may, in its discretion and at no cost to Customer (A) modify the Deliverable(s) so that they are no longer the subject of an infringement claim, (B) obtain a license for Customer’s continued use of the Deliverable(s) in accordance with this Addendum, or (C). to suspend use of the Deliverable in question and refund to Customer a pro rata portion of the fees paid for every month during which Customer is prevented from using the infringing Deliverable as a result of such infringement, during the first three years after delivery of such Deliverable.
8.2 Indemnification by Customer. Subject to this Addendum, Customer will (i) defend, or at its option settle, any Claim made or brought against Apttus by a third party alleging that (I) Customer Data, Customer’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Deliverables with non-Apttus products or services; or (III) Customer’s use of the Deliverables , other than as authorized in this Addendum, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim.
For clarity, THIS SECTION 8 STATES APTTUS’ SOLE OBLIGATION, AND CUSTOMER’S SOLE REMEDY, WITH REGARDS TO CLAIMS THAT THE DELIVERABLES INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
9. LIMITATION OF LIABILITY. EXCEPT FOR CUSTOMER’S PAYMENT OBLIGATIONS SET FORTH IN SECTION 2, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE PS TERMS OR ANY SOW SHALL, IN THE AGGREGATE, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER UNDER THE APPLICABLE SOW TO WHICH THE CLAIM RELATES. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING LIMITATION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW. NO PARTY WILL HAVE WILL BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE STRICT LIABILITY OR OTHER THEORY, FOR ANY (i) ERROR OR INTERRUPTION OF USE, INACCURACY OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICE OR TECHNOLOGY, OR LOSS OF BUSINESS OR DATA; (ii) LOST PROFITS, LOSS OF USE, COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (iii) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES; OR (iv) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.
10. MISCELLANEOUS
10.1 Construction. In the event of a conflict, the provisions of these PS Terms will prevail over those of a SOW. Neither party’s acts or omissions related to Professional Services, to a SOW, or to these PS Terms, including without limitation breach of a SOW or of these PS Terms, will give the other party any rights or remedies not directly related to the SOW in question.
10.2 Independent Contractor. The relationship between the parties will be that of an independent contractor and nothing in this Agreement should be construed to create a partnership, agency, joint venture, or employer-employee relationship between Apttus and Customer (including Customer’s employees and contractors, or conversely to Apttus’ employees and contractors). Customer is not the agent of Apttus, nor is Apttus agent of Customer, and therefore neither party is authorized to make any representation or commitment on behalf of the other party. Neither party is, nor will be entitled to any of the benefits that the other party may make available to its employees, such as group insurance, profit sharing or retirement benefits. Each party agrees to accept exclusive liability for complying with all applicable state and federal laws governing self-employed individuals, including obligations such as payment of taxes, social security, disability and other contributions based on fees paid to the other party, its agents or employees under this Agreement.
10.3 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
10.4 Notices. All legal or dispute-related notices will be sent by first class mail or express delivery, if to Apttus, attention Chief Legal Officer, at 1400 Fashion Island Blvd., Suite 100, San Mateo, California 94404, U.S.A., and if to Customer, to Customer's account representative and address on record in Apttus’ account information or such other addresses as either party may designate in writing from time to time.
10.5 Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of nature, war, hostility or sabotage; an electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions (including the denial or cancellation of any export or other license); or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event. If such event continues for more than twenty (20) days, either party may cancel unperformed Professional Services upon written notice.
10.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Addendum will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
10.7 Severability. If any provision of this Addendum is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Addendum will remain in effect.
10.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party. Notwithstanding the foregoing, either party may assign this Addendum together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party (provided that the assignee agrees in writing to be bound by all terms and conditions of this Addendum) by providing the non-assigning party with prompt written notice of assignment. Any attempt by a party to assign its rights or obligations under this Addendum in breach of this Section will be void and of no effect. Subject to the foregoing, this Addendum will bind and inure to the benefit of the parties, their respective successors and permitted assigns.
10.9 Governing Law and Venue. This Addendum will be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules. The state and federal courts located in San Francisco County, California will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Addendum. Each party hereby consents to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Addendum.
10.10 Export Control Laws. The use and delivery of the Professional Services, Deliverables, and technology is subject to the jurisdiction of the United States, including regulations issued by the Department of Commerce, Department of State, the International Trade Administration, and the Bureau of Export Administration. Each party will comply with all United States and foreign export control laws or regulations applicable to its performance under this Addendum. Customer understands that it will receive the Deliverables under a United States distribution license and restrictions on re-export or use to facilitate transactions with embargoed individuals or companies must be complied with.
10.11 Entire Agreement. This Addendum, including all exhibits and addenda hereto and all SOW(s) and change orders executed hereunder, constitute the entire agreement between the parties, and supersede 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 Addendum will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation will be incorporated into or form any part of the terms of this Addendum, and all such terms or conditions will be null and void.
Effective November 28th 2018 to January 31st 2019
DownloadTable of Contents
These Professional Services Delivery Terms (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and APTTUS Corporation (“APTTUS”).
IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
The delivery of APTTUS Professional Services are governed by these Terms and, where present, the generally applicable terms of the master subscription agreement (whether formed by separately executed agreement or by acceptance of the APTTUS General Terms of Use located at http://legal.apttus.com/legal.html#apttus-general-terms-of-use) in place between Customer and APTTUS (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, as pertains to APTTUS Professional Services only, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Statement of Work executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Statement of Work that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
APTTUS may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
1.1. “Service” means the online, Web-based service, including associated offline components, provided or managed by APTTUS under an order document.
2. Applicability. These Terms apply only to the extent that Customer and APTTUS execute a Statement of Work (“SOW”) for the provision of Professional Services to be provided by APTTUS for Customer.
3. Professional Services.
3.1. Scope. APTTUS will provide such professional services as are specifically described in the applicable SOW (“Professional Services”), and Customer will reasonably cooperate with APTTUS with regard to performance of Professional Services. The requirements of a SOW may be altered only through a change order executed by both parties.
3.2. Acceptance. Unless otherwise set forth in a SOW, configured software environments and other materials provided through Professional Services (“Deliverables”) will be considered accepted upon written notice thereof from Customer or 5 business days from delivery if Customer has not first provided written notice of rejection, provided Customer may only reject Deliverables to the extent that they materially fail to conform to their specifications set forth in the SOW. To be effective pursuant to the preceding sentence, notice of rejection must specifically disclose the Deliverable’s material failure to conform to its specifications. In response to rejection, APTTUS may revise and redeliver the Deliverable, and thereafter the procedures of this Section 3.2 will repeat.
4. Fees & Payment Terms.
4.1. Payment. Customer will pay APTTUS the fees specified in each SOW. Unless the SOW provides otherwise, Customer will pay APTTUS within thirty (30) calendar days from the date of invoice.
4.2. Other Expenses. Customer shall reimburse APTTUS for travel time and other expenses incurred in performance of Professional Services pursuant to the APTTUS travel policy, so long as Customer has previously approved the expense or range of expenses in question.
5. Term and Termination.
5.1. Term. Each SOW will continue for the term set forth therein, if any.
5.2. Termination. Unless the SOW provides to the contrary, Customer may terminate an SOW for convenience upon 30 days’ written notice to APTTUS. Either party may terminate a SOW for the other’s material breach of such SOW, including of any related obligations set forth in these Terms, on 30 days’ written notice, provided that if the other party cures the breach before expiration of such notice period, the SOW will not terminate.
5.3. Effect of Termination. Upon termination of an SOW: (1) if such SOW provides for an hourly or per unit fee, Customer will pay APTTUS such fee for the work performed up to the date of termination; and (2) if the SOW provides for a fixed fee, Customer will pay APTTUS the reasonable value of the Professional Services received from APTTUS up to the termination date. Termination of a SOW for any reason, including without limitation breach, will not terminate any other SOW or these Terms or the Agreement.
6. Intellectual Property in Deliverables. APTTUS owns and retains ownership of all Deliverables, including without limitation preexisting software and other materials incorporated into Deliverables and new software and other materials created during Professional Services and incorporated into Deliverables. Customer receives no intellectual property rights to any Deliverable except to the extent that the applicable SOW provides a license thereto (e.g., with regard to client-side software). In the absence of such a license, Customer’s sole right with regard to Deliverables is to use them in conjunction with the Service during the applicable Subscription Term(s). APTTUS does not acquire any intellectual property rights or any other rights in the Customer Data, Confidential Information, products, systems, software, hardware, or networks provided by or on behalf of Customer and being used by APTTUS in connection with the provision of Professional Services under this Agreement.
7. Warranty.
7.1. Intellectual Property. APTTUS represents and warrants that, to the best of its knowledge as of the date of delivery, no Deliverable will infringe upon the intellectual property rights of any third party. APTTUS’ sole responsibility and liability for breach of the warranty in the preceding sentence, and Customer’s sole remedy, shall be for APTTUS: (1) to substitute substantially functionally similar products or services for the infringing Deliverable; (2) to procure for Customer the right to continue using the Deliverable; or if neither of the foregoing is commercially practical in APTTUS’ reasonable judgment, (3) to suspend use of the Deliverable in question and refund to Customer 1/36th of the fees paid for every month during which Customer is prevented from using it as a result of such infringement, during the first three years after delivery.
7.2. Professionalism & Function. APTTUS warrants that all Professional Services will be performed in a professional manner and materially in conformance with the SOW. APTTUS further warrants that Deliverables will conform to their specifications set forth in the SOW. Customer’s sole remedy and APTTUS’ sole liability and responsibility for breach of any warranty in this Section 7.2. shall be for APTTUS to re-perform the Professional Services in question, including creation of Deliverables.
8. IP Indemnity. Subject to the Agreement, APTTUS shall (a) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Deliverable as contemplated hereunder infringes the intellectual property rights of a third party, and (b) pay (i) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (ii) those damages agreed to by APTTUS in a monetary settlement of such Claim; provided, that Customer (a) promptly gives written notice of the Claim to APTTUS; (b) gives APTTUS sole control of the defense and settlement of the Claim (provided that APTTUS may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and (c) provides to APTTUS, at APTTUS’ cost, all reasonable assistance. Customer will have the right to participate in the defense, including retention of and/or advice of separate counsel, at its own expense.
9. Relationship with the Service & the Agreement.
9.1. Service vs. Professional Services. Professional Services are not part of the Service as such term is used in the APTTUS General Terms of Use. .
9.2. Construction. The provisions of the Agreement govern SOW’s and these Terms. In the event of a conflict, the provisions of these Terms will prevail over those of a SOW (and the provisions of the Agreement will prevail over those of these Terms). Neither party’s acts or omissions related to Professional Services, to a SOW, or to these Terms, including without limitation breach of an SOW or of these Terms, will give the other party any rights or remedies not directly related to the SOW in question. For clarity, APTTUS’ breach of an SOW that does not otherwise violate APTTUS’ obligations under the Agreement will not give Customer any rights or remedies not directly related to the SOW in question, including the right to terminate the Agreement or the right to a refund of fees paid for the Service or of other fees paid not pursuant to such SOW. This, however, does not limit any other rights or remedies that Customer may have under the Agreement related to APTTUS’ obligations. In addition to such other limits of liability as apply, including pursuant to the Agreement, APTTUS’ TOTAL AGGREGATE LIABILITY FOR ANY LOSS ARISING OUT OF OR RELATED TO A SOW SHALL BE LIMITED TO THE FEES PAID PURSUANT TO SUCH SOW.
Effective July 7th 2017 to November 28th 2018
DownloadSummary of changes
Clean up; Apttus does not take prop rights
Table of Contents
These APTTUS Professional Services Delivery Terms (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and APTTUS Corporation (“APTTUS”).
IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
The delivery of APTTUS Professional Services are governed by these Terms and, where present, the generally applicable terms of the master subscription agreement (whether formed by separately executed agreement or by acceptance of the APTTUS General Terms of Use located at http://legal.apttus.com/legal.html#apttus-general-terms-of-use) in place between Customer and APTTUS (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, as pertains to APTTUS Professional Services only, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Statement of Work executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Statement of Work that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
APTTUS may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions.
1.1. “Service” means the online, Web-based service, including associated offline components, provided or managed by APTTUS under an order document.
2. Applicability. These Terms apply only to the extent that Customer and APTTUS execute a Statement of Work (“SOW”) for the provision of Professional Services to be provided by APTTUS for Customer.
3. Professional Services.
3.1. Scope. APTTUS will provide such professional services as are specifically described in the applicable SOW (“Professional Services”), and Customer will reasonably cooperate with APTTUS with regard to performance of Professional Services. The requirements of a SOW may be altered only through a change order executed by both parties.
3.2. Acceptance. Unless otherwise set forth in a SOW, configured software environments and other materials provided through Professional Services (“Deliverables”) will be considered accepted upon written notice thereof from Customer or 5 business days from delivery if Customer has not first provided written notice of rejection, provided Customer may only reject Deliverables to the extent that they materially fail to conform to their specifications set forth in the SOW. To be effective pursuant to the preceding sentence, notice of rejection must specifically disclose the Deliverable’s material failure to conform to its specifications. In response to rejection, APTTUS may revise and redeliver the Deliverable, and thereafter the procedures of this Section 3.2 will repeat.
4. Fees & Payment Terms.
4.1. Payment. Customer will pay APTTUS the fees specified in each SOW. Unless the SOW provides otherwise, Customer will pay APTTUS within thirty (30) calendar days from the date of invoice.
4.2. Other Expenses. Customer shall reimburse APTTUS for travel time and other expenses incurred in performance of Professional Services pursuant to the APTTUS travel policy, so long as Customer has previously approved the expense or range of expenses in question.
5. Term and Termination.
5.1. Term. Each SOW will continue for the term set forth therein, if any.
5.2. Termination. Unless the SOW provides to the contrary, Customer may terminate an SOW for convenience upon 30 days’ written notice to APTTUS. Either party may terminate a SOW for the other’s material breach of such SOW, including of any related obligations set forth in these Terms, on 30 days’ written notice, provided that if the other party cures the breach before expiration of such notice period, the SOW will not terminate.
5.3. Effect of Termination. Upon termination of an SOW: (1) if such SOW provides for an hourly or per unit fee, Customer will pay APTTUS such fee for the work performed up to the date of termination; and (2) if the SOW provides for a fixed fee, Customer will pay APTTUS the reasonable value of the Professional Services received from APTTUS up to the termination date. Termination of a SOW for any reason, including without limitation breach, will not terminate any other SOW or these Terms or the Agreement.
6. Intellectual Property in Deliverables. APTTUS owns and retains ownership of all Deliverables, including without limitation preexisting software and other materials incorporated into Deliverables and new software and other materials created during Professional Services and incorporated into Deliverables. Customer receives no intellectual property rights to any Deliverable except to the extent that the applicable SOW provides a license thereto (e.g., with regard to client-side software). In the absence of such a license, Customer’s sole right with regard to Deliverables is to use them in conjunction with the Service during the applicable Subscription Term(s). APTTUS does not acquire any intellectual property rights or any other rights in the Customer Data, Confidential Information, products, systems, software, hardware, or networks provided by or on behalf of Customer and being used by APTTUS in connection with the provision of Professional Services under this Agreement.
7. Warranty.
7.1. Intellectual Property. APTTUS represents and warrants that, to the best of its knowledge as of the date of delivery, no Deliverable will infringe upon the intellectual property rights of any third party. APTTUS’ sole responsibility and liability for breach of the warranty in the preceding sentence, and Customer’s sole remedy, shall be for APTTUS: (1) to substitute substantially functionally similar products or services for the infringing Deliverable; (2) to procure for Customer the right to continue using the Deliverable; or if neither of the foregoing is commercially practical in APTTUS’ reasonable judgment, (3) to suspend use of the Deliverable in question and refund to Customer 1/36th of the fees paid for every month during which Customer is prevented from using it as a result of such infringement, during the first three years after delivery.
7.2. Professionalism & Function. APTTUS warrants that all Professional Services will be performed in a professional manner and materially in conformance with the SOW. APTTUS further warrants that Deliverables will conform to their specifications set forth in the SOW. Customer’s sole remedy and APTTUS’ sole liability and responsibility for breach of any warranty in this Section 7.2. shall be for APTTUS to re-perform the Professional Services in question, including creation of Deliverables.
8. IP Indemnity. Subject to the Agreement, APTTUS shall (a) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Deliverable as contemplated hereunder infringes the intellectual property rights of a third party, and (b) pay (i) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (ii) those damages agreed to by APTTUS in a monetary settlement of such Claim; provided, that Customer (a) promptly gives written notice of the Claim to APTTUS; (b) gives APTTUS sole control of the defense and settlement of the Claim (provided that APTTUS may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and (c) provides to APTTUS, at APTTUS’ cost, all reasonable assistance. Customer will have the right to participate in the defense, including retention of and/or advice of separate counsel, at its own expense.
9. Relationship with the Service & the Agreement.
9.1. Service vs. Professional Services. Professional Services are not part of the Service as such term is used in the APTTUS General Terms of Use. .
9.2. Construction. The provisions of the Agreement govern SOW’s and these Terms. In the event of a conflict, the provisions of these Terms will prevail over those of a SOW (and the provisions of the Agreement will prevail over those of these Terms). Neither party’s acts or omissions related to Professional Services, to a SOW, or to these Terms, including without limitation breach of an SOW or of these Terms, will give the other party any rights or remedies not directly related to the SOW in question. For clarity, APTTUS’ breach of an SOW that does not otherwise violate APTTUS’ obligations under the Agreement will not give Customer any rights or remedies not directly related to the SOW in question, including the right to terminate the Agreement or the right to a refund of fees paid for the Service or of other fees paid not pursuant to such SOW. This, however, does not limit any other rights or remedies that Customer may have under the Agreement related to APTTUS’ obligations. In addition to such other limits of liability as apply, including pursuant to the Agreement, APTTUS’ TOTAL AGGREGATE LIABILITY FOR ANY LOSS ARISING OUT OF OR RELATED TO A SOW SHALL BE LIMITED TO THE FEES PAID PURSUANT TO SUCH SOW.
Effective January 1st 2017 to July 7th 2017
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These APTTUS Professional Services Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you enter into these Terms (the “Customer”) and APTTUS Corporation (“APTTUS”).
IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
APTTUS Professional Services (“Professional Services”) are governed by these Terms and, where applicable, the terms of the master subscription agreement in place between Customer and APTTUS (“Agreement”). Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Statement of Work executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Statement of Work that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
APTTUS may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next Subscription Term following the Proposed Amendment Date. Customer’s continued use of the Service following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
1. Definitions
1.1. “Service” means the online, Web-based service, including associated offline components, provided or managed by APTTUS under an order document.
2. Applicability. These Terms apply only to the extent that Customer and APTTUS execute a Statement of Work (“SOW”) for the provision of Professional Services to be provided by APTTUS for Customer.
3. Professional Services.
3.1. Scope. APTTUS will provide such professional services as are specifically described in the applicable SOW (“Professional Services”), and Customer will reasonably cooperate with APTTUS with regard to Professional Services. The requirements of a SOW may be altered only through a change order executed by both parties.
3.2. Acceptance. Unless otherwise set forth in a SOW, configured software environments and other materials provided through Professional Services (“Deliverables”) will be considered accepted upon written notice thereof from Customer or 5 business days from delivery if Customer has not first provided written notice of rejection, provided Customer may only reject Deliverables to the extent that they materially fail to conform to their specifications set forth in the SOW. To be effective pursuant to the preceding sentence, notice of rejection must specifically disclose the Deliverable’s material failure to conform to its specifications. In response to rejection, APTTUS may revise and redeliver the Deliverable, and thereafter the procedures of this Section 3.2 will repeat.
4. Fees & Payment Terms.
4.1. Payment. Customer will pay APTTUS the fees specified in each SOW. Unless the SOW provides otherwise, Customer will pay APTTUS within thirty (30) calendar days from the date of invoice.
4.2. Other Expenses. Customer shall reimburse APTTUS for travel time and other expenses incurred in performance of Professional Services pursuant to the APTTUS travel policy, so long as Customer has previously approved the expense or range of expenses in question.
5. Term and Termination.
5.1. Term. Each SOW will continue for the term set forth therein, if any.
5.2. Termination. Unless the SOW provides to the contrary, Customer may terminate an SOW for convenience upon 30 days’ written notice to APTTUS. Either party may terminate a SOW for the other’s material breach of such SOW, including of any related obligations set forth in these Terms, on 30 days’ written notice, provided that if the other party cures the breach before expiration of such notice period, the SOW will not terminate.
5.3. Effect of Termination. Upon termination of an SOW: (1) if such SOW provides for an hourly or per unit fee, Customer will pay APTTUS such fee for the work performed up to the date of termination; and (2) if the SOW provides for a fixed fee, Customer will pay APTTUS the reasonable value of the Professional Services received from APTTUS up to the termination date. Termination of a SOW for any reason, including without limitation breach, will not terminate any other SOW or these Terms or the Agreement.
6. Intellectual Property in Deliverables. APTTUS owns and retains ownership of all Deliverables, including without limitation preexisting software and other materials incorporated into Deliverables and new software and other materials created during Professional Services and incorporated into Deliverables. Customer receives no intellectual property rights to any Deliverable except to the extent that the applicable SOW provides a license thereto (e.g., with regard to client-side software). In the absence of such a license, Customer’s sole right with regard to Deliverables is to use them in conjunction with the Service during the applicable Subscription Term(s).
7. Warranty.
7.1. Intellectual Property. APTTUS represents and warrants that, to the best of its knowledge as of the date of delivery, no Deliverable will infringe upon the intellectual property rights of any third party. APTTUS’ sole responsibility and liability for breach of the warranty in the preceding sentence, and Customer’s sole remedy, shall be for APTTUS: (1) to substitute substantially functionally similar products or services for the infringing Deliverable; (2) to procure for Customer the right to continue using the Deliverable; or if neither of the foregoing is commercially practical in APTTUS’ reasonable judgment, (3) to terminate the SOW in question and refund to Customer 1/36th of the fees paid for the Deliverable for every month during which Customer is prevented from using it as a result of such infringement, during the first three years after delivery.
7.2. Professionalism & Function. APTTUS warrants that all Professional Services will be performed in a professional manner and materially in conformance with the SOW. APTTUS further warrants that Deliverables will conform to their specifications set forth in the SOW. Customer’s sole remedy and APTTUS’ sole liability and responsibility for breach of any warranty in this Section 7.2. shall be for APTTUS to re-perform the Professional Services in question, including creation of Deliverables.
8. IP Indemnity. Subject to the Agreement, APTTUS shall (a) defend, or at its option settle, any claim, demand, action or legal proceeding (“Claim”) made or brought against Customer by a third party alleging that the use of the Deliverable as contemplated hereunder infringes the intellectual property rights of a third party, and (b) pay (i) any final judgment or award directly resulting from such Claim to the extent such judgment or award is based upon such alleged infringement or (ii) those damages agreed to by APTTUS in a monetary settlement of such Claim; provided, that Customer (a) promptly gives written notice of the Claim to APTTUS; (b) gives APTTUS sole control of the defense and settlement of the Claim (provided that APTTUS may not settle or defend any Claim unless it unconditionally releases Customer of all liability); and (c) provides to APTTUS, at APTTUS’ cost, all reasonable assistance. Customer will have the right to participate in the defense, including retention of and/or advice of separate counsel, at its own expense.
9. Relationship with the Service & the Agreement.
9.1. Service vs. Professional Services. Professional Services are not part of the Service.
9.2. Construction. The provisions of the Agreement govern SOW’s and these Terms. In the event of a conflict, the provisions of these Terms will prevail over those of a SOW (and the provisions of the Agreement will prevail over those of these Terms). Neither party’s acts or omissions related to Professional Services, to a SOW, or to these Terms, including without limitation breach of an SOW or of these Terms, will give the other party any rights or remedies not directly related to the SOW in question. For clarity, APTTUS’ breach of an SOW that does not otherwise violate APTTUS’ obligations under the Agreement will not give Customer any rights or remedies not directly related to the SOW in question, including the right to terminate the Agreement or the right to a refund of fees paid for the Service or of other fees paid not pursuant to such SOW. This, however, does not limit any other rights or remedies that Customer may have under the Agreement related to APTTUS’ obligations. In addition to such other limits of liability as apply, including pursuant to the Agreement, APTTUS’ TOTAL AGGREGATE LIABILITY FOR ANY LOSS ARISING OUT OF OR RELATED TO A SOW SHALL BE LIMITED TO THE FEES PAID PURSUANT TO SUCH SOW.
Professional Services On Demand Terms & Conditions
Effective May 23rd 2024
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Professional Services On Demand (“PSOD”) consist of consulting and administration services to assist customers with updating, modifying, or maintaining Conga applications.
These PSOD Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Conga Corporation ("Conga").
PSOD is an additional service provided by Conga pursuant to an Order and is issued pursuant to the Professional Services Terms, or similar professional services agreement (collectively, “PS Terms”), attached to the Master Services Agreement, Conga Partner Program Agreement or similar subscription agreement (each, the "Agreement"), by and between the parties. In the absence of existing PS Terms between the parties, PSOD shall be governed by the Professional Services Terms located at: https://legal.conga.com/#professional-services-terms. Capitalized terms used, but not defined herein, have the meanings assigned to them in the Agreement and the applicable Order.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
- The number of hours and applicable invoice dates for a PSOD subscription are indicated on the applicable Professional Services Order.
- Any unused hours in the range of 8 to 100 hours will expire 180 days after the ‘Start Date’ on the applicable Professional Services Order, and in the range of 101 to 200 hours will expire 365 days after the ‘Start Date’ on the applicable order.
- Customer and Conga agree that the PSOD hours establish an estimated in a level of effort document (“Level of Effort”). The actual hours may vary. If the actual hours exceed the request maximum available to the Customer for the then current time period, additional PSOD hours may be purchased at the rate of $350 per hour via a separately executed Professional Services Order. Unless otherwise set forth in such separate Order, the additional PSOD hours shall expire coterminous with Customer’s then existing PSOD entitlement. Upon Conga’s request, Customer will provide Conga with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Conga to be able to provide a Level of Effort.
- Customer is responsible for thoroughly testing any PSOD configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion.
- If any work product or deliverable (“Deliverable”) is created or derived via PSOD, Conga shall own all Deliverables, as well as, and including, any feature enhancements, customizations, or derivative works made to the Subscription Services, provided Customer shall own all Customer Data and Customer Confidential Information.
- Some Customer requests may, depending on their complexity or size and in Conga’s sole discretion, not be covered by PSOD, including, without limitation, integrations (which will be referred to Conga Professional Services), and training classes (which will be referred to Conga Education Services).
- Customer will grant PSOD representatives full admin access to the production and sandbox orgs as necessary for the provision of PSOD hereunder. PSOD representatives may provide temporary access for, consult with, or assign work to, other Conga employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
- Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
- All PSOD work will be performed remotely (there will be no travel).
- PSOD work will be performed during work week (Monday through Friday, except holidays).
- An assigned PSOD representative may be temporarily replaced by another PSOD representative in case of vacation, training assignments, or similar absences.
- Conga may refuse to perform a Customer request due to high risk or any other relevant reason. Conga is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Conga environments by PSOD.
Effective November 3rd 2023 to May 23rd 2024
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Professional Services On Demand (“PSOD”) consist of consulting and administration services to assist customers with updating, modifying, or maintaining Conga applications.
These PSOD Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation ("Conga").
PSOD is an additional service provided by Conga pursuant to an Order and is issued pursuant to the Professional Services Terms, or similar professional services agreement (collectively, “PS Terms”), attached to the Master Services Agreement, Conga Partner Program Agreement or similar subscription agreement (each, the "Agreement"), by and between the parties. In the absence of existing PS Terms between the parties, PSOD shall be governed by the Professional Services Terms located at: https://legal.conga.com/#professional-services-terms. Capitalized terms used, but not defined herein, have the meanings assigned to them in the Agreement and the applicable Order.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
- The number of hours and applicable invoice dates for a PSOD subscription are indicated on the applicable Professional Services Order.
- Any unused hours in the range of 8 to 100 hours will expire 180 days after the ‘Start Date’ on the applicable Professional Services Order, and in the range of 101 to 200 hours will expire 365 days after the ‘Start Date’ on the applicable order.
- Customer and Conga agree that the PSOD hours establish an estimated in a level of effort document (“Level of Effort”). The actual hours may vary. If the actual hours exceed the request maximum available to the Customer for the then current time period, additional PSOD hours may be purchased at the rate of $350 per hour via a separately executed Professional Services Order. Unless otherwise set forth in such separate Order, the additional PSOD hours shall expire coterminous with Customer’s then existing PSOD entitlement. Upon Conga’s request, Customer will provide Conga with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Conga to be able to provide a Level of Effort.
- Customer is responsible for thoroughly testing any PSOD configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion.
- If any work product or deliverable (“Deliverable”) is created or derived via PSOD, Conga shall own all Deliverables, as well as, and including, any feature enhancements, customizations, or derivative works made to the Subscription Services, provided Customer shall own all Customer Data and Customer Confidential Information.
- Some Customer requests may, depending on their complexity or size and in Conga’s sole discretion, not be covered by PSOD, including, without limitation, integrations (which will be referred to Conga Professional Services), and training classes (which will be referred to Conga Education Services).
- Customer will grant PSOD representatives full admin access to the production and sandbox orgs as necessary for the provision of PSOD hereunder. PSOD representatives may provide temporary access for, consult with, or assign work to, other Conga employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
- Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
- All PSOD work will be performed remotely (there will be no travel).
- PSOD work will be performed during work week (Monday through Friday, except holidays).
- An assigned PSOD representative may be temporarily replaced by another PSOD representative in case of vacation, training assignments, or similar absences.
- Conga may refuse to perform a Customer request due to high risk or any other relevant reason. Conga is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Conga environments by PSOD.
Effective September 1st 2022 to November 3rd 2023
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Professional Services On Demand (“PSOD”) consist of consulting and administration services to assist customers with updating, modifying, or maintaining Conga applications.
These PSOD Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation ("Conga").
PSOD is an additional service provided by Conga pursuant to an Order and is issued pursuant to the Professional Services Terms, or similar professional services agreement (collectively, “PS Terms”), attached to the Master Services Agreement, Conga Partner Program Agreement or similar subscription agreement (each, the "Agreement"), by and between the parties. In the absence of existing PS Terms between the parties, PSOD shall be governed by the Professional Services Terms located at: https://legal.conga.com/#professional-services-terms. Capitalized terms used, but not defined herein, have the meanings assigned to them in the Agreement and the applicable Order.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
- The number of hours and applicable invoice dates for a PSOD subscription are indicated on the applicable Professional Services Order.
- Any unused hours will expire within 90 days of the ‘Start Date’ on the applicable Order. Hours may not be carried over to any additional projects or services.
- Customer and Conga agree that the PSOD hours establish an estimated in a level of effort document (“Level of Effort”). The actual hours may vary. If the actual hours exceed the request maximum available to the Customer for the then current time period, additional PSOD hours may be purchased at the rate of $350 per hour via a separately executed Order. Unless otherwise set forth in such separate Order, the additional PSOD hours shall expire coterminous with Customer’s then existing PSOD entitlement. Upon Conga’s request, Customer will provide Conga with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Conga to be able to provide a Level of Effort.
- Customer is responsible for thoroughly testing any PSOD configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion.
- If any work product or deliverable (“Deliverable”) is created or derived via PSOD, Conga shall own all Deliverables, as well as, and including, any feature enhancements, customizations, or derivative works made to the Subscription Services, provided Customer shall own all Customer Data and Customer Confidential Information.
- Some Customer requests may, depending on their complexity or size and in Conga’s sole discretion, not be covered by PSOD, including, without limitation, integrations (which will be referred to Conga Professional Services), and training classes (which will be referred to Conga Education Services).
- Customer will grant PSOD representatives full admin access to the production and sandbox orgs as necessary for the provision of PSOD hereunder. PSOD representatives may provide temporary access for, consult with, or assign work to, other Conga employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
- Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
- All PSOD work will be performed remotely (there will be no travel).
- PSOD work will be performed during work week (Monday through Friday, except holidays).
- An assigned PSOD representative may be temporarily replaced by another PSOD representative in case of vacation, training assignments, or similar absences.
- Conga may refuse to perform a Customer request due to high risk or any other relevant reason. Conga is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Conga environments by PSOD.
Effective February 11th 2021 to September 1st 2022
DownloadTable of Contents
Professional Services On Demand (“PSOD”) consist of consulting and administration services to assist customers with updating, modifying, or maintaining Conga applications.
These PSOD Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation ("Conga").
PSOD is an additional service provided by Conga pursuant to an Order and is issued pursuant to the Professional Services Terms, or similar professional services agreement (collectively, “PS Terms”), attached to the Master Services Agreement, or similar subscription agreement (collectively, “MSA”), by and between the parties. In the absence of existing PS Terms between the parties, PSOD shall be governed by the Professional Services Terms located at: http://legal.apttus.com/#apttus-professional-services-terms. Capitalized terms used, but not defined herein, have the meanings assigned to them in the Agreement and the applicable Order.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
- The number of hours and applicable invoice dates for a PSOD subscription are indicated on the applicable Professional Services Order.
- Any unused hours will expire within 90 days of the ‘Start Date’ on the applicable Order. Hours may not be carried over to any additional projects or services.
- Customer and Conga agree that the PSOD hours establish an estimated in a level of effort document (“Level of Effort”). The actual hours may vary. If the actual hours exceed the request maximum available to the Customer for the then current time period, additional PSOD hours may be purchased at the rate of $350 per hour via a separately executed Order. Unless otherwise set forth in such separate Order, the additional PSOD hours shall expire coterminous with Customer’s then existing PSOD entitlement. Upon Conga’s request, Customer will provide Conga with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Conga to be able to provide a Level of Effort.
- Customer is responsible for thoroughly testing any PSOD configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion.
- If any work product or deliverable (“Deliverable”) is created or derived via PSOD, Conga shall own all Deliverables, as well as, and including, any feature enhancements, customizations, or derivative works made to the Subscription Services, provided Customer shall own all Customer Data and Customer Confidential Information.
- Some Customer requests may, depending on their complexity or size and in Conga’s sole discretion, not be covered by PSOD, including, without limitation, integrations (which will be referred to Conga Professional Services), and training classes (which will be referred to Conga Education Services).
- Customer will grant PSOD representatives full admin access to the production and sandbox orgs as necessary for the provision of PSOD hereunder. PSOD representatives may provide temporary access for, consult with, or assign work to, other Conga employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
- Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
- All PSOD work will be performed remotely (there will be no travel).
- PSOD work will be performed during work week (Monday through Friday, except holidays).
- An assigned PSOD representative may be temporarily replaced by another PSOD representative in case of vacation, training assignments, or similar absences.
- Conga may refuse to perform a Customer request due to high risk or any other relevant reason. Conga is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Conga environments by PSOD.
Effective October 12th 2020 to February 11th 2021
DownloadTable of Contents
Professional Services On Demand (“PSOD”) consist of consulting and administration services to assist customers with updating, modifying, or maintaining Conga applications.
These PSOD Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Apttus” or "Conga").
PSOD is an additional service provided by Conga pursuant to an Order and is issued pursuant to the Professional Services Terms, or similar professional services agreement (collectively, “PS Terms”), attached to the Master Subscription Services Agreement, or similar subscription agreement (collectively, “MSSA”), by and between the parties. In the absence of existing PS Terms between the parties, PSOD shall be governed by the Professional Services Terms located at: http://legal.apttus.com/#apttus-professional-services-terms. Capitalized terms used, but not defined herein, have the meanings assigned to them in the Agreement and the applicable Order.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
- The number of hours and applicable invoice dates for a PSOD subscription are indicated on the applicable Professional Services Order.
- Any unused hours will expire within 90 days of the ‘Start Date’ on the applicable Order. Hours may not be carried over to any additional projects or services.
- Customer and Conga agree that the PSOD hours establish an estimated in a level of effort document (“Level of Effort”). The actual hours may vary. If the actual hours exceed the request maximum available to the Customer for the then current time period, additional PSOD hours may be purchased at the rate of $350 per hour via a separately executed Order. Unless otherwise set forth in such separate Order, the additional PSOD hours shall expire coterminous with Customer’s then existing PSOD entitlement. Upon Conga’s request, Customer will provide Conga with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Conga to be able to provide a Level of Effort.
- Customer is responsible for thoroughly testing any PSOD configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion.
- If any work product or deliverable (“Deliverable”) is created or derived via PSOD, Conga shall own all Deliverables, as well as, and including, any feature enhancements, customizations, or derivative works made to the Subscription Services, provided Customer shall own all Customer Data and Customer Confidential Information.
- Some Customer requests may, depending on their complexity or size and in Conga’s sole discretion, not be covered by PSOD, including, without limitation, integrations (which will be referred to Conga Professional Services), and training classes (which will be referred to Conga Education Services).
- Customer will grant PSOD representatives full admin access to the production and sandbox orgs as necessary for the provision of PSOD hereunder. PSOD representatives may provide temporary access for, consult with, or assign work to, other Conga employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
- Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
- All PSOD work will be performed remotely (there will be no travel).
- PSOD work will be performed during work week (Monday through Friday, except holidays).
- An assigned PSOD representative may be temporarily replaced by another PSOD representative in case of vacation, training assignments, or similar absences.
- Conga may refuse to perform a Customer request due to high risk or any other relevant reason. Conga is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Conga environments by PSOD.
Effective June 24th 2020 to October 12th 2020
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Apttus Professional Services On Demand (“PSOD”) consist of consulting and administration services to assist customers with updating, modifying, or maintaining Apttus applications.
These Apttus PSOD Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Apttus”).
PSOD is an additional service provided by Apttus pursuant to an Order and is issued pursuant to the Professional Services Terms, or similar professional services agreement (collectively, “PS Terms”), attached to the Master Subscription Services Agreement, or similar subscription agreement (collectively, “MSSA”), by and between the parties. In the absence of existing PS Terms between the parties, PSOD shall be governed by the Professional Services Terms located at: http://legal.apttus.com/#apttus-professional-services-terms. Capitalized terms used, but not defined herein, have the meanings assigned to them in the Agreement and the applicable Order.
These Terms apply in addition to the Agreement. In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency, except with regard to any provision of any Order that specifically identifies a conflicting provision of these Terms and states that the conflicting provision of these Terms does not prevail.
- The number of hours and applicable invoice dates for a PSOD subscription are indicated on the applicable Professional Services Order.
- Any unused hours will expire within 90 days of the ‘Start Date’ on the applicable Order. Hours may not be carried over to any additional projects or services.
- Customer and Apttus agree that the PSOD hours establish an estimated in a level of effort document (“Level of Effort”). The actual hours may vary. If the actual hours exceed the request maximum available to the Customer for the then current time period, additional PSOD hours may be purchased at the rate of $350 per hour via a separately executed Order. Unless otherwise set forth in such separate Order, the additional PSOD hours shall expire coterminous with Customer’s then existing PSOD entitlement. Upon Apttus’ request, Customer will provide Apttus with requirements and other detailed information (including cases, deployment plans, and further documents) to allow Apttus to be able to provide a Level of Effort.
- Customer is responsible for thoroughly testing any PSOD configurations in sandbox and production orgs and will provide written approval and acceptance of the configurations upon successful completion.
- If any work product or deliverable (“Deliverable”) is created or derived via PSOD, Apttus shall own all Deliverables, as well as, and including, any feature enhancements, customizations, or derivative works made to the Subscription Services, provided Customer shall own all Customer Data and Customer Confidential Information.
- Some Customer requests may, depending on their complexity or size and in Apttus’ sole discretion, not be covered by PSOD, including, without limitation, integrations (which will be referred to Apttus Professional Services), and training classes (which will be referred to Apttus Education Services).
- Customer will grant PSOD representatives full admin access to the production and sandbox orgs as necessary for the provision of PSOD hereunder. PSOD representatives may provide temporary access for, consult with, or assign work to, other Apttus employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
- Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged as billable time.
- All PSOD work will be performed remotely (there will be no travel).
- PSOD work will be performed during work week (Monday through Friday, except holidays).
- An assigned PSOD representative may be temporarily replaced by another PSOD representative in case of vacation, training assignments, or similar absences.
- Apttus may refuse to perform a Customer request due to high risk or any other relevant reason. Apttus is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Apttus environments by PSOD.
Reciprocal Subcontractor Terms
Service Descriptions
SMB In A Box Subcontractor Professional Services Agreement
Solution Assessment SOW
Supplier Code of Conduct
TAM Terms & Conditions
Effective May 23rd 2024
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Technical Account Manager (“TAM”) provides customers with a named Conga resource to assist post-implementation to strategically help achieve optimal performance and growth. TAM is generally made available as a renewable subscription.
These TAM Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Conga Corporation (“Conga”).
- The initial term and applicable invoice dates for a TAM subscription are indicated on the applicable Order. Subscription fees for TAM shall be non-refundable. Unless otherwise set forth in a separate Master Subscription Services Agreement, or equivalent software subscription agreement, the fees for each renewal term will increase by 5% over the fees for the prior twelve (12) months.
- Upon request the following TAM services will be provided:
- Customer Advocacy
- Preventative Maintenance
- Best Practice Guidance
- Integrated Planning and Application Modernization
- If any work product or deliverable (“Deliverable”) is created or derived by TAM, the following shall apply: (i) Customer shall own all Deliverables, to the extent each contains Customer Data or Customer Confidential Information and (ii) Conga shall own all other Deliverables, as well as any feature enhancements, customizations, or derivative works made to or created via the Service.
- Some Customer requests may, depending on their complexity or size and in Conga's sole discretion, not be covered by TAM and be referred to the Conga Professional Services team, including, without limitation, integrations (will be referred to the Conga Professional Services team), and training classes (will be referred to the Conga University and Training team).
- Customer will grant TAM full admin access to the production and sandbox orgs necessary for the provision of any activities related to a TAM. TAM may provide temporary access for, consult with, or assign work to, other Conga employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
- Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged.
- Some TAM related activities will be at the customer site, however, most TAM activities will be performed remotely. All customer related travel will be billed to the customer.
- TAM hours of coverage a will be mutually agreed upon with the customer for the work week (Monday through Friday, except Holidays).
- A named TAM will be responsible for multiple accounts and may be temporarily replaced by another TAM representative in case of vacation, training assignments, or similar absences.
- Conga may refuse to perform a Customer request due to high risk or any other relevant reason. Conga is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Conga environments by TAM.
Effective January 7th 2022 to May 23rd 2024
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Technical Account Manager (“TAM”) provides customers with a named Conga resource to assist post-implementation to strategically help achieve optimal performance and growth. TAM is generally made available as a renewable subscription.
These TAM Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Conga”).
- The initial term and applicable invoice dates for a TAM subscription are indicated on the applicable Order. Subscription fees for TAM shall be non-refundable. Unless otherwise set forth in a separate Master Subscription Services Agreement, or equivalent software subscription agreement, the fees for each renewal term will increase by 5% over the fees for the prior twelve (12) months.
- Upon request the following TAM services will be provided:
- Customer Advocacy
- Preventative Maintenance
- Best Practice Guidance
- Integrated Planning and Application Modernization
- If any work product or deliverable (“Deliverable”) is created or derived by TAM, the following shall apply: (i) Customer shall own all Deliverables, to the extent each contains Customer Data or Customer Confidential Information and (ii) Conga shall own all other Deliverables, as well as any feature enhancements, customizations, or derivative works made to or created via the Service.
- Some Customer requests may, depending on their complexity or size and in Conga's sole discretion, not be covered by TAM and be referred to the Conga Professional Services team, including, without limitation, integrations (will be referred to the Conga Professional Services team), and training classes (will be referred to the Conga University and Training team).
- Customer will grant TAM full admin access to the production and sandbox orgs necessary for the provision of any activities related to a TAM. TAM may provide temporary access for, consult with, or assign work to, other Conga employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
- Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged.
- Some TAM related activities will be at the customer site, however, most TAM activities will be performed remotely. All customer related travel will be billed to the customer.
- TAM hours of coverage a will be mutually agreed upon with the customer for the work week (Monday through Friday, except Holidays).
- A named TAM will be responsible for multiple accounts and may be temporarily replaced by another TAM representative in case of vacation, training assignments, or similar absences.
- Conga may refuse to perform a Customer request due to high risk or any other relevant reason. Conga is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Conga environments by TAM.
Effective October 12th 2020 to January 7th 2022
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Technical Account Manager (“TAM”) provides customers with a named Conga Solution Expert with deep technical and functional experience to assist post-implementation to strategically help achieve optimal performance and growth. TAM is generally made available as a renewable subscription.
These TAM Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Conga”).
- The initial term and applicable invoice dates for a TAM subscription are indicated on the applicable Order. Subscription fees for TAM shall be non-refundable. Unless otherwise set forth in a separate Master Subscription Services Agreement, or equivalent software subscription agreement, the fees for each renewal term will increase by 5% over the fees for the prior twelve (12) months.
- Upon request the following TAM services will be provided:
- Customer Advocacy
- Preventative Maintenance
- Best Practice Guidance
- Integrated Planning and Application Modernization
- If any work product or deliverable (“Deliverable”) is created or derived by TAM, the following shall apply: (i) Customer shall own all Deliverables, to the extent each contains Customer Data or Customer Confidential Information and (ii) Conga shall own all other Deliverables, as well as any feature enhancements, customizations, or derivative works made to or created via the Service.
- Some Customer requests may, depending on their complexity or size and in Conga's sole discretion, not be covered by TAM and be referred to the Conga Professional Services team, including, without limitation, integrations (will be referred to the Conga Professional Services team), and training classes (will be referred to the Conga University and Training team).
- Customer will grant TAM full admin access to the production and sandbox orgs necessary for the provision of any activities related to a TAM. TAM may provide temporary access for, consult with, or assign work to, other Conga employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
- Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged.
- Some TAM related activities will be at the customer site, however, most TAM activities will be performed remotely. All customer related travel will be billed to the customer.
- TAM hours of coverage a will be mutually agreed upon with the customer for the work week (Monday through Friday, except Holidays).
- A named TAM will be responsible for multiple accounts and may be temporarily replaced by another TAM representative in case of vacation, training assignments, or similar absences.
- Conga may refuse to perform a Customer request due to high risk or any other relevant reason. Conga is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Conga environments by TAM.
Effective May 6th 2020 to October 12th 2020
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Apttus Technical Account Manager (“TAM”) provides customers with a named Apttus Solution Expert with deep technical and functional experience to assist post-implementation to strategically help achieve optimal performance and growth. TAM is generally made available as a renewable subscription.
These TAM Terms & Conditions (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Apttus”).
- The initial term and applicable invoice dates for a TAM subscription are indicated on the applicable Order. Subscription fees for TAM shall be non-refundable. Unless otherwise set forth in a separate Master Subscription Services Agreement, or equivalent software subscription agreement, the fees for each renewal term will increase by 5% over the fees for the prior twelve (12) months.
- Upon request the following TAM services will be provided:
- Customer Advocacy
- Preventative Maintenance
- Best Practice Guidance
- Integrated Planning and Application Modernization
- If any work product or deliverable (“Deliverable”) is created or derived by TAM, the following shall apply: (i) Customer shall own all Deliverables, to the extent each contains Customer Data or Customer Confidential Information and (ii) Apttus shall own all other Deliverables, as well as any feature enhancements, customizations, or derivative works made to or created via the Service.
- Some Customer requests may, depending on their complexity or size and in Apttus’ sole discretion, not be covered by TAM and be referred to the Apttus Professional Services team, including, without limitation, integrations (will be referred to the Apttus Professional Services team), and training classes (will be referred to the Apttus University and Training team).
- Customer will grant TAM full admin access to the production and sandbox orgs necessary for the provision of any activities related to a TAM. TAM may provide temporary access for, consult with, or assign work to, other Apttus employees such as engineers, developers, or product managers from time to time to complete Customer’s request.
- Any time spent for research, investigation, discovery, meetings, phone calls, testing, and any other activities directly related to the Customer request will be logged.
- Some TAM related activities will be at the customer site, however, most TAM activities will be performed remotely. All customer related travel will be billed to the customer.
- TAM hours of coverage a will be mutually agreed upon with the customer for the work week (Monday through Friday, except Holidays).
- A named TAM will be responsible for multiple accounts and may be temporarily replaced by another TAM representative in case of vacation, training assignments, or similar absences.
- Apttus may refuse to perform a Customer request due to high risk or any other relevant reason. Apttus is not responsible for any financial loss incurred by Customer resulting from any change implemented in their Salesforce.com or Apttus environments by TAM.
Technical Support Case Handling Guidelines
Template SOW
Training Services Terms & Conditions (Legacy)
X-Author Terms
Effective May 23rd 2024
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These X-Author Terms (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Conga Corporation (“Conga”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
These Terms apply in addition to the Master Services Agreement, located at http://legal.conga.com/#master-services-agreement, or any similar subscription agreement between the parties, as applicable ("Agreement"). In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency.
Conga may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next subscription term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
- “X-Author” means a Conga offering that, if purchased by Customer, is part of the Subscription Services and enables Users to add and update CRM records from certain spreadsheet applications.
- Customer may not use X-Author in conjunction with third-party products that are competitive with the Subscription Services without prior written consent of Conga. X-Author may not function in conjunction with such third-party products.
- Access to Salesforce.com or Microsoft Azure objects provided by third parties may be either restricted or unsupported when use in conjunction with any X-Author for Excel product.
- If Customer purchases X-Author on a standalone basis, no license or other access to the Salesforce.com or Microsoft Azure platform will be included with the X-Author license purchased from Conga. Customer must in that case have an appropriate API-enabled license to the objects that are intended to be accessed with X-Author.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IF CUSTOMER CHOOSES TO USE X-AUTHOR APPLICATION TEMPLATES CREATED BY A THIRD PARTY, IN NO EVENT SHALL CONGA HAVE ANY LIABILITY TO CUSTOMER 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 CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Effective February 11th 2021 to May 23rd 2024
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These X-Author Terms (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Conga”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
These Terms apply in addition to the Master Services Agreement, located at http://legal.apttus.com/#master-services-agreement, or any similar subscription agreement between the parties, as applicable ("Agreement"). In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency.
Conga may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next subscription term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
- “X-Author” means an Conga offering that, if purchased by Customer, is part of the Subscription Services and enables Users to add and update CRM records from certain spreadsheet applications.
- Customer may not use X-Author in conjunction with third-party products that are competitive with the Subscription Services without prior written consent of Conga. X-Author may not function in conjunction with such third-party products.
- Access to Salesforce.com or Microsoft Azure objects provided by third parties may be either restricted or unsupported when use in conjunction with any X-Author for Excel product.
- If Customer purchases X-Author on a standalone basis, no license or other access to the Salesforce.com or Microsoft Azure platform will be included with the X-Author license purchased from Conga. Customer must in that case have an appropriate API-enabled license to the objects that are intended to be accessed with X-Author.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IF CUSTOMER CHOOSES TO USE X-AUTHOR APPLICATION TEMPLATES CREATED BY A THIRD PARTY, IN NO EVENT SHALL CONGA HAVE ANY LIABILITY TO CUSTOMER 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 CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Effective October 12th 2020 to February 11th 2021
DownloadTable of Contents
These X-Author Terms (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Conga”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
These Terms apply in addition to the Master Subscription Services Agreement located at http://legal.apttus.com/#apttus-master-subscription-services-agreement or any separately executed master subscription agreement between the parties, as applicable ("Agreement"). In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency.
Conga may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Conga written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next subscription term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
- “X-Author” means an Conga offering that, if purchased by Customer, is part of the Subscription Services and enables Users to add and update CRM records from certain spreadsheet applications.
- Customer may not use X-Author in conjunction with third-party products that are competitive with the Subscription Services without prior written consent of Conga. X-Author may not function in conjunction with such third-party products.
- Access to Salesforce.com or Microsoft Azure objects provided by third parties may be either restricted or unsupported when use in conjunction with any X-Author for Excel product.
- If Customer purchases X-Author on a standalone basis, no license or other access to the Salesforce.com or Microsoft Azure platform will be included with the X-Author license purchased from Conga. Customer must in that case have an appropriate API-enabled license to the objects that are intended to be accessed with X-Author.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IF CUSTOMER CHOOSES TO USE X-AUTHOR APPLICATION TEMPLATES CREATED BY A THIRD PARTY, IN NO EVENT SHALL CONGA HAVE ANY LIABILITY TO CUSTOMER 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 CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Effective September 25th 2019 to October 12th 2020
DownloadTable of Contents
These X-Author Terms (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Apttus”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
These Terms apply in addition to the Apttus Master Subscription Services Agreement located at http://legal.apttus.com/#apttus-master-subscription-services-agreement or any separately executed master subscription agreement between the parties, as applicable ("Agreement"). In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency.
Apttus may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next subscription term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
- “X-Author” means an Apttus offering that, if purchased by Customer, is part of the Subscription Services and enables Users to add and update CRM records from certain spreadsheet applications.
- Customer may not use X-Author in conjunction with third-party products that are competitive with the Subscription Services without prior written consent of Apttus. X-Author may not function in conjunction with such third-party products.
- Access to Salesforce.com or Microsoft Azure objects provided by third parties may be either restricted or unsupported when use in conjunction with any X-Author for Excel product.
- If Customer purchases X-Author on a standalone basis, no license or other access to the Salesforce.com or Microsoft Azure platform will be included with the X-Author license purchased from Apttus. Customer must in that case have an appropriate API-enabled license to the objects that are intended to be accessed with X-Author.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IF CUSTOMER CHOOSES TO USE X-AUTHOR APPLICATION TEMPLATES CREATED BY A THIRD PARTY, IN NO EVENT SHALL APTTUS HAVE ANY LIABILITY TO CUSTOMER 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 CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Effective September 6th 2019 to September 25th 2019
DownloadTable of Contents
These X-Author Terms (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“Apttus”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
These Terms apply in addition to the Apttus Master Subscription Services Agreement located at http://legal.apttus.com/#apttus-master-subscription-services-agreement or any separately executed master subscription agreement between the parties, as applicable ("Agreement"). In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order executed hereunder, these Terms shall prevail to the extent of any inconsistency.
Apttus may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Apttus written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next subscription term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
- “X-Author” means an Apttus offering that, if purchased by Customer, is part of the Subscription Services and enables Users to add and update CRM records from certain spreadsheet applications.
- Customer may not use X-Author in conjunction with third-party products that are competitive with the Service without prior written consent of Apttus. X-Author may not function in conjunction with such third-party products.
- Access to Salesforce.com or Microsoft Azure objects provided by third parties may be either restricted or unsupported when use in conjunction with any X-Author for Excel product.
- If Customer purchases X-Author on a standalone basis, no license or other access to the Salesforce.com or Microsoft Azure platform will be included with the X-Author license purchased from Apttus. Customer must in that case have an appropriate API-enabled license to the objects that are intended to be accessed with X-Author.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IF CUSTOMER CHOOSES TO USE X-AUTHOR APPLICATION TEMPLATES CREATED BY A THIRD PARTY, IN NO EVENT SHALL APTTUS HAVE ANY LIABILITY TO CUSTOMER 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 CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Effective November 28th 2018 to September 6th 2019
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These X-Author Terms (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and Apttus Corporation (“APTTUS”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
These Terms apply in addition to the APTTUS General Terms of Use located at http://legal.apttus.com/legal.html#apttus-general-terms-of-use or any separately executed master subscription agreement between the parties, as applicable ("Agreement"). In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order Form executed hereunder, these Terms shall prevail to the extent of any inconsistency
APTTUS may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next subscription term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
- “X-Author” means an APTTUS offering that, if purchased by Customer, is part of the Service and enables Users to add and update CRM records from certain spreadsheet applications.
- Customer may not use X-Author in conjunction with third-party products that are competitive with the Service without prior written consent of APTTUS. X-Author may not function in conjunction with such third-party products.
- Access to Salesforce.com or Microsoft Azure objects provided by third parties may be either restricted or unsupported when use in conjunction with any X-Author for Excel product.
- If Customer purchases X-Author on a standalone basis, no license or other access to the Salesforce.com or Microsoft Azure platform will be included with the X-Author license purchased from APTTUS. Customer must in that case have an appropriate API-enabled license to the objects that are intended to be accessed with X-Author.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IF CUSTOMER CHOOSES TO USE X-AUTHOR APPLICATION TEMPLATES CREATED BY A THIRD PARTY, IN NO EVENT SHALL APTTUS HAVE ANY LIABILITY TO CUSTOMER 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 CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Effective July 7th 2017 to November 28th 2018
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clean-up
Table of Contents
These APTTUS X-Author Terms (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and APTTUS Corporation (“APTTUS”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
These Terms apply in addition to the APTTUS General Terms of Use located at http://legal.apttus.com/legal.html#apttus-general-terms-of-use or any separately executed master subscription agreement between the parties, as applicable ("Agreement"). In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order Form executed hereunder, these Terms shall prevail to the extent of any inconsistency
APTTUS may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next subscription term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
- “X-Author” means an APTTUS offering that, if purchased by Customer, is part of the Service and enables Users to add and update CRM records from certain spreadsheet applications.
- Customer may not use X-Author in conjunction with third-party products that are competitive with the Service without prior written consent of APTTUS. X-Author may not function in conjunction with such third-party products.
- Access to Salesforce.com or Microsoft Azure objects provided by third parties may be either restricted or unsupported when use in conjunction with any X-Author for Excel product.
- If Customer purchases X-Author on a standalone basis, no license or other access to the Salesforce.com or Microsoft Azure platform will be included with the X-Author license purchased from APTTUS. Customer must in that case have an appropriate API-enabled license to the objects that are intended to be accessed with X-Author.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IF CUSTOMER CHOOSES TO USE X-AUTHOR APPLICATION TEMPLATES CREATED BY A THIRD PARTY, IN NO EVENT SHALL APTTUS HAVE ANY LIABILITY TO CUSTOMER 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 CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Effective June 5th 2017 to July 7th 2017
DownloadTable of Contents
These APTTUS X-Author Terms (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and APTTUS Corporation (“APTTUS”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
These Terms apply in addition to the APTTUS General Terms of Use located at http://legal.apttus.com or any separately executed master subscription agreement between the parties, as applicable ("Agreement"). In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order Form executed hereunder, these Terms shall prevail to the extent of any inconsistency
APTTUS may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next subscription term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
- “X-Author” means an APTTUS offering that, if purchased by Customer, is part of the Service and enables Users to add and update CRM records from certain spreadsheet applications.
- Customer may not use X-Author in conjunction with third-party products that are competitive with the Service without prior written consent of APTTUS. X-Author may not function in conjunction with such third-party products.
- Access to Salesforce.com or Microsoft Azure objects provided by third parties may be either restricted or unsupported when use in conjunction with any X-Author for Excel product.
- If Customer purchases X-Author on a standalone basis, no license or other access to the Salesforce.com or Microsoft Azure platform will be included with the X-Author license purchased from APTTUS. Customer must in that case have an appropriate API-enabled license to the objects that are intended to be accessed with X-Author.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IF CUSTOMER CHOOSES TO USE X-AUTHOR APPLICATION TEMPLATES CREATED BY A THIRD PARTY, IN NO EVENT SHALL APTTUS HAVE ANY LIABILITY TO CUSTOMER 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 CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Effective June 5th 2017 to June 5th 2017
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APTTUS X-Author Terms of Use
These APTTUS X-Author Terms (“Terms”) constitute a legal agreement between you or your employer or other entity on whose behalf you agree to these Terms (the “Customer”) and APTTUS Corporation (“APTTUS”).
IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF YOUR EMPLOYER OR ANOTHER LEGAL ENTITY, THEN YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AS THE CUSTOMER.
These Terms apply in addition to the APTTUS General Terms of Use located at http://legal.apttus.com or any separately executed master subscription agreement between the parties, as applicable ("Agreement"). In the event of any conflict between these Terms and the Agreement, these Terms shall prevail to the extent of any inconsistency. In the event of any conflict between these Terms and any Order Form executed hereunder, these Terms shall prevail to the extent of any inconsistency
APTTUS may amend these Terms from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives APTTUS written notice of rejection of the amendment. In the event of such rejection, these Terms will continue under their original provisions, and the amendment will become effective at the start of Customer’s next subscription term following the Proposed Amendment Date. Customer’s continued use of the services purchased hereunder following the effective date of an amendment will confirm Customer’s consent thereto. These Terms may not be amended in any other way except through a written agreement by authorized representatives of each party.
- “X-Author” means an APTTUS offering that, if purchased by Customer, is part of the Service and enables Users to add and update CRM records from certain spreadsheet applications.
- Customer may not use X-Author in conjunction with third-party products that are competitive with the Service without prior written consent of APTTUS. X-Author may not function in conjunction with such third-party products.
- Access to Salesforce.com or Microsoft Azure objects provided by third parties may be either restricted or unsupported when use in conjunction with any X-Author for Excel product.
- If Customer purchases X-Author on a standalone basis, no license or other access to the Salesforce.com or Microsoft Azure platform will be included with the X-Author license purchased from APTTUS. Customer must in that case have an appropriate API-enabled license to the objects that are intended to be accessed with X-Author.
- NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, IF CUSTOMER CHOOSES TO USE X-AUTHOR APPLICATION TEMPLATES CREATED BY A THIRD PARTY, IN NO EVENT SHALL APTTUS HAVE ANY LIABILITY TO CUSTOMER 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 CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
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Conga Sign Essentials/Essentials Plus Accelerator Services SOW
Conga Sign OneSpan Add-On Amendment
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Conga Free Trial Terms and Conditions
Effective October 18th 2024
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These Supplemental Terms and Conditions for a Conga Free Trial (“Free Trial Terms and Conditions”) are an addendum to the Conga Master Services Agreement located at: https://legal.conga.com/#master-services-agreement, or similar agreement in place between Conga and Customer (“Agreement”), and apply to Customer‘s participation in a Conga Free Trial (“Free Trial”). Capitalized terms not defined in the Free Trial Terms and Conditions will have the meanings given to them in the Agreement.
“Free Trial” means a no-cost trial or evaluation of the Subscription Service for which Customer may register with Conga via Order Form or through an application marketplace or portal. Additional terms and conditions applicable to a Free Trial may appear on the trial registration web page, which are incorporated into this Agreement by reference and are legally binding.
- Term
- The Free Trial starts when Customer agrees to the Free Trial Terms and Conditions and ends when the Free Trial period is completed.
- Notifications provided by Conga indicating the remaining number of days in the free trial shall constitute notice of termination.
- Limitations. During the Free Trial:
- The Free Trial Subscription Service product may contain restrictions on the number of Users or Transactions available to the Customer during the Free Trial;
- Certain Subscription Services and features will not be available;
- The Conga Service Level Agreement will not apply;
- Conga will not have any obligation to indemnify Customer or any of its Affiliates against any Indemnified Liabilities arising from alleged infringement of any third party's Intellectual Property Rights by Customer Indemnified Parties' use of Conga’s technology used to provide the Subscription Services;
- Customer must follow any policies made available to Customer within the Subscription Services and, if Conga determines (at its sole discretion) that any data submitted, stored, sent or received via the Subscription Services by Customer, its Affiliates or Users (“Trial Customer Data”) does not comply with Conga’s terms or policies (including without limitation these Free Trial Term and Conditions) or if Conga is investigating suspected misconduct, Conga may suspend or stop provision of the Subscription Services to Customer without notice;
- Notwithstanding any terms stating otherwise in the Agreement, use of the Subscription Services will not be subject to the Conga Data Processing Addendum, and Customer agrees not to use (or allow its Affiliates or Users to use) the Subscription Services to submit, store, send or receive any personal data;
- Customer is solely responsible for protecting its property, data, and others from any risks caused by the Subscription Services.
- Upgrading to Standard Subscription Services Account.
- At any time during the Free Trial, Customer may convert its Free Trial account to a standard Subscription Services Account by contacting Conga. After the Free Trial ends, Customer may convert its Free Trial account to a standard Subscription Services Account as described in Section 4 (End of the Free Trial) below.
- Customer’s continued use of the Subscription Services after upgrading to the standard Subscription Services Account is subject to the terms of the Agreement (or other applicable agreement between Conga and Customer) and the Free Trial Terms and Conditions will no longer apply.
- End of the Free Trial.
- If the Customer has not upgraded when the Free Trial ends, Customer will no longer have access to the Subscription Services. During the 30 day period after the end of the Free Trial, Customer may contact Conga (i) to migrate Trial Customer Data from the Free Trial environment or (ii) to upgrade from the Free Trial to a standard Subscription Services Account. When such 30 day period has expired, Conga will delete Trial Customer Data (unless Customer has upgraded to a standard Subscription Services Account).
- Warranties Disclaimer.
- TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONGA DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CONGA DOES NOT WARRANT THE RELIABILITY, TIMELINESS, SUITABILITY, OR ACCURACY OF THE SUBSCRIPTION SERVICES OR THE RESULTS CUSTOMER MAY OBTAIN BY USING THE SUBSCRIPTION SERVICES. CONGA DOES NOT WARRANT UNINTERRUPTED OR ERROR FREE OPERATION OF THE SUBSCRIPTION SERVICES OR THAT CONGA WILL CORRECT ALL DEFECTS OR PREVENT THIRD PARTY DISRUPTIONS OR UNAUTHORIZED THIRD PARTY ACCESS. CONGA DISCLAIMS ALL FAILURES, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET.
- Limitation of Liability.
- IN NO EVENT SHALL CONGA BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS, DATA, OR DATA USE, ARISING OUT OF OR RELATED TO THESE FREE TRIAL TERMS AND CONDITIONS, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, EVEN IF THE PARTYS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIMS ARISING FROM ITS USE OF THE SUBSCRIPTION SERVICES UNDER THESE FREE TRIAL TERMS AND CONDITIONS IS TO STOP PARTICIPATING IN THE FREE TRIAL.
- Effect of Addendum.
- To the extent of any conflict or inconsistency between these Free Trial Terms and Conditions, and the remaining terms of the Agreement, these Free Trial Terms and Conditions will govern. Subject to these Free Trial Terms and Conditions, the Agreement remains in full force and effect.