OPAL for FSC: Goal Based Planning and Monitoring

Terms of Use OPAL for Salesforce/FSC: ##Goal Based Planning and Monitoring## ##Grant of License##By using the Software the User agrees to the terms and conditions of these Terms of Use. The User is defined as the natural person or legal entity (and its employees, agents or other person that have been granted access to the Software).##Subject to these terms and conditions, Ortec Finance grants the User a non-exclusive, non-transferable license to use the app OPAL for Salesforce/FSC: Goal Based Planning and Monitoring Software solely in support of your internal business operations for which Ortec Finance charges the User a license fee specified in the subscription.##These Terms of Use constitute the entire agreement between the User and Ortec Finance relating the use of the Software and may not be assigned by the User to any third party.##The User will not allow the Software to become the subject of any charge, lien or encumbrance.## ##Copyright, patents, trademarks and other Intellectual Property Rights ##The User acknowledges that all intellectual property rights subsisting in the Software is the sole property of Ortec Finance. ##The User will not reproduce, distribute, modify or transmit any part of the Software, without the prior written consent of Ortec Finance. The User may not disassemble, decompile or reverse engineer any file, code or item from the Software.##The User will not remove or modify any indication of copyrights, brands, trade names or other intellectual property rights from any materials connected to the Software.####Warranties and Limitation of Liability ##Ortec Finance makes no representations or warranties of any kind, express or implied, as to the operation of the Software unless other specified in writing. Ortec Finance does not warrant that the use of the Software will be uninterrupted or error-free. ##The User expressly agrees that their use of the Software is at their sole risk, to the full extent permissible by applicable law. Ortec Finance disclaims all warranties, express or implied, including but not limited to, implied warranties of fitness for a particular purpose. The liability of Ortec Finance for direct damages is limited to the annual fee received by the User for the use of the Software. Ortec Finance will not be liable for incidental, punitive, indirect and consequential damages, unless otherwise specified in the Terms of Use or when prohibited by applicable law. ######Indemnification##The User shall indemnify and hold harmless Ortec Finance from and against any and all claims from third parties, including but not limited to copyright, trademark or patent claims, and against all costs, attorney's fees, expenses and liabilities incurred in the defense of any such claim arising from the User’s use of the Software.##Data protection ##To the extent that Ortec Finance is at any time in possession of any personal data (as defined by the General Data Protection Regulation) belonging to the User, Ortec Finance will:##• process such data only in accordance with the instructions given by the User; and##• take appropriate technical and organisational measures to prevent:##o the unauthorised or unlawful processing of such data; and##o accidental loss or destruction of, or damage to, such data.##Termination ##The User acknowledges and understand that the use of the Software may be suspended or terminated by Ortec Finance due to breach of the Term of Use, or any other reason. ##Publicity ##Ortec Finance is permitted to publish the name of the User as part of a list of clients or references.##Assignment ##These Terms of Use and all its rights and obligations may not be assigned without the written consent of Ortec Finance.##Force majeure ##Neither party (nor any person acting on its behalf) shall have any liability or responsibility for failure to fulfil any obligation under these Terms of Use if the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of events or circumstances beyond a party’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest or acts of terror.##A party claiming the benefit of this provision shall, as soon as reasonably practicable, sent notice to the other party describing the nature and extent of the event. This party shall also endeavour to resume performance under these Terms of Use as soon as feasible.##Severance ##If any provision of the Terms of Use is or becomes void by law or is judged by a court, the provision shall be severed from the Terms of Use and rendered ineffective without modifying the remaining provisions of the Terms of Use. ##Security and control ##The User will maintain and effect adequate security measures to safeguard the Software from access or use by any unauthorised person.##Ortec Finance will take all reasonable steps to ensure that the use of the Software will be uninterrupted and error free. However, Ortec Finance does strive to make sure that the Software is in good working order and available for the User. Ortec Finance will also take all reasonable steps not to introduce any viruses, known or latest vulnerabilities into the User’s network and information system via the Software or otherwise.####Governing law, jurisdiction and dispute resolution ##The Terms of Use are governed by, and are construed in accordance with, the laws of the Netherlands. Parties irrevocably submit to the exclusive jurisdiction of the Dutch courts with respect to any legal action, suit or proceedings against it with respect to any matter arising out of or in connection with these Terms of Use.######Version Jan 2021