Duplicate Search and Merge- The Perfect Data Doctor

Terms and Conditions for Duplicate Search and Merge Application:####General Terms: ##1. By accessing and using this Duplicate Search and Merge application (App), you accept and agree to be bound by the terms and provision of this agreement. ##2. Any deviations from these terms will be valid if they are covered in another contract between Mirketa Inc (Mirketa), a California Corporation and Entity that chooses to use Duplicate Search and Merge application (“Customer”). ##3. Mirketa reserves the right to amend or supplement these Terms and Conditions. Mirketa will inform the Customer at least one month before the changes are put into effect. Amendments or supplements also apply to contracts already agreed. If the Customer does not accept an amendment to the General Terms and Conditions, it can terminate the concluded contract by means of a notice of termination on the date on which the new conditions enter into force. ##4. If any provision of these terms and conditions is null and void or is voided, the other provisions of these terms and conditions shall remain fully in effect. ####Data Privacy ####All data belonging to Customer Salesforce org is a property of the client. Mirketa Inc does not collect any data from Customer’s Salesforce Org except for system errors messages in case of App failures. n case App code throws error exceptions, an alert is sent with the error code to Mirketa admin. Mirketa cannot view any data related to such alerts. #### ####App’s Performance #### Although the product has been thoroughly tested to ensure that all functionalities work as designed, Mirketa cannot guarantee that the App will not have any functional or non functional defects. The customer shall accept the software in the state that it is in when delivered ('as is, where is'), therefore with all known and unknown errors and defects, regardless of the business impacts those errors and defects may cause. ####Before deploying it in production it is recommended to install and verify the product functionality in a test environment where the impact to the end users and business is minimized. ####Mirketa reserves the right to make changes and/or improvements to App as well as in the documentation as deemed necessary by Mirketa. Such changes will be published in the release notes of the newer version of the App and Documentation. It is expected that the Customer shall review the release notes before installing a newer version of the App. ####In case of any services provided to Customer, Mirketa shall determine the delivery method and personnel for those services, to the extent that the parties have not expressly agreed otherwise in the contract. Mirketa may decide to use third party to perform any or all part of the services provided to Customer. ####Maintenance and support ####Mirketa shall fix known errors and defects in the App and make the updated App version available on Salesforce AppExchange. The version updates will be made available based on the criticality of error and defects and Mirketa product release process. ####The Customer must report errors and defects in App in detail via emails sent to DSM@mirketa.com. Following receipt of the report, Mirketa shall strive to the best of its ability to correct errors and/or implement improvements in later, new versions of the software in accordance with its usual procedures. While a permanent Solution to address the Customer reported defect or error, Mirketa on its discretion will provide a temporary work around to Customer to minimize the business impact from the defect or error. ####The customer shall extend the cooperation required by Mirketa in the context of addressing known errors and defects. ####When a new App version is release, The Customer shall upgrade and configure the new version that addresses the known defects and errors. ####Mirketa shall provide user support between 8 AM to 3 PM EST, Monday to Friday, excluding US holidays. The Customer shall open a support request by sending an email to DSM@mirketa.com. Mirketa will provide support through online meeting platforms such as Zoom, Microsoft Team and emails. Mirketa does not guarantee the accuracy, completeness or timeliness of replies or the support offered. Support services shall be per- formed on working days during Mirketa's usual business hours. #### ####Limitation of Liabilities: ##By installing App the Customer agrees to release Mirketa Inc of all liabilities associated with the negative end user and business impact from the use of App. ####Mirketa shall make reasonable efforts to correct any errors in the software within a reasonable time for matters related to App code and the customer has provided a detailed, written description of the defects concerned to Mirketa. The timeline for the releases of the bug fixes are solely decided by Mirketa. Mirketa is entitled to install temporary solutions, program bypasses or problem-avoiding limitations in the App. ####The customer shall assume the risks associated with usage of App and shall perform necessary testing in test environment and production environment before performing mass data update operations. Mirketa will provide assistance to the extent reasonable and according to the financial and other conditions set by Mirketa. The assistance of Mirketa includes providing information concerning measures to be taken by the customer to prevent and limit the effects of malfunctions, defects in the software, corruption or loss of data or other incidents. ####Mirketa is never obliged to recover data that has been corrupted or lost. #### ####Intellectual Property: ####All Intellectual Property Rights over and in respect of the App are owned by Mirketa. The Company does not acquire any rights of ownership in the App. ####Confidentiality ####Neither Party may use, disclose or make available to any third party the other Party's Confidential Information, unless such use or disclosure is done in accordance with the terms of this Agreement. ####Each Party must hold the other Party's Confidential Information secure and in confidence, except to the extent that such Confidential Information: ####is required to be disclosed according to the requirements of any law, judicial or legislative body or government agency; or ####was approved for release in writing by the other Party, but only to the extent of and subject to such conditions as may be imposed in such written authorization. ####This clause 7 will survive termination of this Agreement. #### ####End of Support and Termination of Service: ####This Agreement and the License granted herein commences upon the Commencement Date and is granted for the Licensing Term, unless otherwise terminated by Licensor in the event of any of the following: ####if the Company is in breach of any term of this License Agreement and has not corrected such breach to Mirketa's reasonable satisfaction within 7 days of Mirketa's notice of the same; ####if the Company becomes insolvent, or institutes (or there is instituted against it) proceedings in bankruptcy, insolvency, reorganization or dissolution, or makes an assignment for the benefit of creditors; or ####the Licensee is in breach of clause 5 or 6 of this Agreement. ####Termination under this clause shall not affect any other rights or remedies Licensor may have. #### ####License Fee ####In consideration for the license granted to the Company hereunder, the Company will pay Mirketa Inc License Fee for each Production Salesforce Instance/Site where App has been installed. The first annual License Fee payment will be due and payable on the later of the Date on which the first time App was installed (referred as Effective Date going forward) on any Salesforce Instance/Site (Sandboxes) related to Company's Salesforce Production Instance / Site or, the first day following the end of any trial period. ####Change in License Fee ####Mirketa Inc reserves the right to change License Fee at and from the end of any License Agreement Period by giving at least 30 days’ written notice of the variation to the Licensee. No such variation shall result in the License Fee increasing during the term of the License Agreement by more than 10 percent for each completed 12 month period following the Effective Date. ####Non Payment ####If the outstanding amount or amounts are not paid within 14 days following the payment due date of then Mirketa Inc may at any time thereafter suspend and/or terminate any or all of the App licenses granted. #### ####Trial Period ####Mirketa offers a trial period for the first 30 days of the term of this License Agreement during which all of the provisions of this License Agreement will apply. However, the Licensee will have no obligation to pay the License Fee in respect of the trial period; Either party may terminate this License Agreement immediately by giving written notice to the other party at any time before the end of the trial period #### ####Termination & No Refund Policy ####Either party can terminate this License Agreement by giving a 30 days notice to the other party. There will not be no refund of License Fee charged by Mirketa Inc if the Licensee terminates the agreement before the license term is over.