Definitions

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Master Subscription Agreement” the agreement entered into for Our services.

“Order Forms” means the documents for placing orders hereunder that are entered into between You and Us or any of our respective Affiliates from time to time, including addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original Party hereto. Order Forms shall be deemed incorporated herein by reference.

“Out of the Box CQ Solutions” means the standard software, as expected to function based on the published CQ product documentation consisting of Admin and/or End User Guides, that CQ builds and delivers to all its customers for the Purchased Subscription Services.

“Purchased Professional Services” means the optional purchase of professional services for the implementation of the Out of the Box CQ Solutions.

"Purchased Subscription Services” means Subscription Services that You or Your Affiliates purchase under an Order Form for the Out of the Box CQ Solutions.

Purchased Subscription Services and Professional Services may be collectively referred to herein as “Purchased Services”.

“SFDC” means Salesforce or SaleforceDotCom.

“User Guide” means the online CQ product documentation consisting of admin and/or end users guides for the Purchased Subscription Services, accessible via Customer support portal, as updated from time to time.

“Users” means individuals who are authorized by You to use the Purchased Subscription Services, for whom subscriptions for the Purchased Subscription Services have been ordered, and who have been supplied user identifications and passwords by You (or by Us at Your request). Users may include but are not limited to Your employees, consultants, contractors and agents, and third-parties with which You transact business.

"We", "Us", or "Our" means the applicable ComplianceQuest, Inc. entity described in Section 11 of this Agreement.

"You" or “Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

“You” or “Your” or “We”, “Us” or “Our” may be referred to collectively as the “Parties”.

"Your Data" means all electronic data or information submitted by You to the SFDC platform.

• You may not access the Subscription Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Subscription Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
• Provision of Purchased Subscription Services. We shall make the Purchased Subscription Services available to You pursuant to the Master Subscription Agreement and the applicable Order Forms during each subscription term. The Purchased Subscription Services are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features. You understand and agree that the Purchased Subscription Services will have certain limitations based on the SFDC published limits including but not limited to sequential numbering, storage space allocation, transaction volume, API calls, search limits and file size limits. Access https://developer.salesforce.com/docs/atlas.en-us.salesforce_app_limits_cheatsheet.meta/salesforce_app_limits_cheatsheet/salesforce_app_limits_overview.htm.
• User Subscriptions. Unless otherwise specified in the applicable Order Form, (i) Purchased Subscription Services are purchased as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable subscription term at the same pricing as that for the pre-existing subscriptions thereunder, prorated for the remainder of the subscription term in effect at the time the additional User subscriptions are added, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing User subscriptions. User subscriptions are for designated Users only 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 Purchased Subscription Services.
• Your Responsibilities. You shall (i) be responsible for Users’ compliance, (ii) be responsible for the accuracy, quality and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Purchased Subscription Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Purchased Subscription Services only in accordance with the User Guide and applicable laws and government regulations. You shall not (a) make the Purchased Subscription Services available to anyone other than Users, (b) sell, resell, rent or lease the Purchased Subscription Services, (c) use the Purchased Subscription Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Purchased Subscription Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Purchased Subscription Services or third-party data contained therein, (f) transfer any rights hereunder except as otherwise expressly permitted herein or (g) attempt to gain unauthorized access to the Purchased Subscription Services or their related systems or networks.
• You acknowledge that the Purchased Subscription Services are hosted for Us by SFDC.
• Subject to the limited rights expressly granted by Us, We reserve all rights, title and interest in and to the Purchased Services, and all modifications and improvements thereto, including all related intellectual property rights. No rights are granted to You r other than as expressly set forth in the Master Subscription Agreement.
• Restrictions. You shall not (i) permit any third-party to access the Purchased Subscription Services except as permitted in the Master Subscription Agreement or in an Order Form, (ii) create derivative works based on the Purchased Subscription Services, (iii) copy, modify, frame or mirror any part or content of the Purchased Subscription Services, other than copying or framing on Your own intranets or otherwise for its own internal business purposes, (iv) disassemble, decompile or reverse engineer the Purchased Subscription Services or remove any proprietary notices thereon, or (v) access the Purchased Subscription Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Purchased Subscription Services.
• Your Data. Subject to the limited rights granted by You, We acquire no right, title or interest from You or Your licensors in or to Your Data, including any intellectual property rights therein. You agree that We do not monitor or police communications or data transmitted through the Purchased Subscription Services and that We shall not be responsible for the content of any such communications or transmissions.
• Suggestions/Feedback. We shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, perpetual license to use and incorporate into the Purchased Subscription Services any suggestions, enhancement requests, recommendations or other feedback provided by You relating to the operation of the Purchased Subscription Services without restriction or obligation of any kind on account of intellectual property rights, confidentiality, or otherwise.
• Non-GA Trial Services. From time to time, We may invite You to try, at no charge, Our products or subscription services that are not generally available to Our customers (“Non-GA Services”). You may accept or decline any such trial in Your sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. Non-GA Services are not considered “Services” hereunder and are provided “AS IS” with no express or implied warranty. We may discontinue Non-GA Services at any time in Our sole discretion and may never make them generally available.
• Term. The Purchased Services are for the term stated in the Master Subscription Agreement or Order Forms for the Purchased Services and continue until expired or terminated.
• Rights and Obligations Upon Expiration or Termination. Upon expiration or termination of the Purchased Subscription Services Your access will immediately terminate, You and Your Users will immediately cease all use of the Purchased Subscription Services, and each Party will return and make no further use of any confidential information belonging to the other Party.
• Return of Your Data. Upon request by You made within 30 days prior to termination of a Purchased Subscription Services Subscription, We will make available to You for download a file of Your Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide any of Your Data and shall thereafter, unless legally prohibited, delete all of Your Data in Our systems or otherwise in Our possession or under Our control.
• Export Compliance. The Purchased Subscription Services, Our other technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-Party list. You shall not permit Users to access or use the Purchased Subscription Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation.
• Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from the other Party’s employee or agent in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If a Party learns of any violation of the above restriction, it will use reasonable efforts to promptly notify the other Party’s Legal Department.