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inCloud LLC Master Subscription Agreement <BR><BR>BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE GET IT NOW - ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF inCloud’s ONLINE SERVICE ("SERVICE"). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE POWER AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE. THIS AGREEMENT IS EFFECTIVE WHEN YOU CLICK “I ACCEPT” BELOW (“EFFECTIVE DATE”). <BR>inCloud offers a 30-day free trial of its Service with no further obligation. At the end of your 30-day free trial, you must pay inCloud the applicable subscription fees to continue use of the Service. <BR>For reference, a Definitions section is included at the end of this Agreement. <BR>1 The Service <BR>This Agreement governs your use of the inCloud online software solutions and other services identified during the ordering process, collectively the "Service." Service(s) includes the specific edition of inCloud’s Software and products, including electronic downloads, CD-Roms, diskettes, associated media, printed materials, and electronic documentation developed, operated, and maintained by inCloud, accessible via www.Salesforce.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by inCloud, to which you are being granted access under this Agreement. <BR>2 License Grant & Restrictions <BR><BR>2.1 Subscription to the Service. Subject to the terms of this Agreement, inCloud hereby grants to you a non-sublicensable, non-transferable, non-exclusive subscription to access and use the Service by the number of Users (and/or up to separately agreed upon volume license) for which you have paid the applicable subscription fee, in accordance with the Documentation and solely for your internal business purposes allowed by the Service. InCloud reserves all rights not expressly granted to you in this Agreement. A subscription is required by any user interacting with the Service and it\'s data and components. This includes, but is not limited to, users administering the Service (setting up Goal Definitions), users owning Service data records (Users assigned Goal Definition Targets), and users viewing Service data (viewing Goal Definition results on Reports, Dashboards, Forms).<BR><BR>2.2 Additional Users. If you wish to add additional Users (“Additional Users”), you must submit a New Order Form in a form reasonably acceptable to inCloud (“New Order Form”). Upon inCloud’s acceptance of the New Order Form, inCloud shall make the Service available to the Additional Users on the terms and conditions set forth in this Agreement and the accepted New Order Form. With respect to Additional Users: (i) the term of the Additional Users’ access to the Service will be for the same term as the preexisting subscription term (either initial term or renewal term), and (ii) you will be responsible for any additional fees for the Additional Users. <BR><BR>2.3 Restrictions. You shall not (i) license, sublicense, sell, resell, or otherwise use the Service for a third party’s benefit unless such use has been authorized by inCloud; (ii) transfer, assign, distribute or otherwise commercially exploit or make the Service or Content available to any third party not authorized by inCloud; (iii) modify or make derivative works based upon the Service or the Content; (iv) reverse engineer or decompile the Service; (v) interfere with or make use of the Service in any manner not consistent with the Documentation, or (vi) access the Service for purposes of monitoring its availability, performance or functionality, or for any other competitive purposes. <BR><BR>3 Your Responsibilities <BR>You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and will notify inCloud promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to inCloud immediately and use reasonable efforts to stop immediately any unauthorized copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another inCloud user or provide false identity information to gain access to or use the Service. You will not attempt to or use your access to the Service to knowingly interfere with or disrupt the integrity or performance of the Service or the data contained therein. <BR><BR>4 Account Information and Data <BR>InCloud does not own the Customer Data. You, not inCloud, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and inCloud shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. You acknowledge that Salesforce.com, and not inCloud, stores Customer Data. In the event this Agreement is terminated for any reason, (1) your right to access or use Customer Data via the Service immediately ceases, and (2) it will not be inCloud’s responsibility to make available to you a file of the Customer Data upon termination. <BR>5 Intellectual Property Ownership <BR>InCloud alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the inCloud Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Company Technology or the Intellectual Property Rights owned by Company. The Company name, the Company logo, and the product names associated with the Service are trademarks of Company or third parties, and no right or license is granted to use them. <BR><BR>6 Fees, Billing, Renewal <BR><BR>6.1 Fees. Fees for the Service are described in the associated inCloud Quote or Invoice. Any renewal charge for User-based licenses will be equal to the then-current number of total User licenses times the then-current fees. Other services, including volume-based subscriptions, will be charged on an as-quoted basis. InCloud can modify the prices by providing you at least 30 days prior notice before the next renewal term of the Agreement. InCloud’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on inCloud’s income. All amounts are quoted in and you must pay all amounts owed in U.S. Dollars. <BR><BR>6.2 Billing; Payment. InCloud will issue an invoice to you on or before the Effective Date and at least 30 days before the subsequent anniversary of the Effective Date for renewal terms, or as otherwise quoted. All amounts described in the invoice are due within 30 days of your receipt of the invoice. All payment obligations are non-cancelable and all amounts paid are nonrefundable. If you add Additional Users to the Service (or allow use of the Service by more than the paid-for number of Users), inCloud may invoice you for the additional applicable fees. If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. You must provide inCloud with complete and accurate billing and contact information. <BR><BR>6.3 Non-Payment. In addition to any other rights granted to inCloud herein, inCloud reserves the right to suspend your access to and use of the Service if you fail to pay any undisputed amount owed on or before its due date. Overdue amounts are subject to a late charge of 1.0% per month, or the maximum permitted by law, whichever is less, plus all expenses of collection. If you or inCloud initiates termination of this Agreement, you will be obligated to pay the balance due on your account. InCloud reserves the right to impose a reconnection fee in the event the Service is suspended. <BR><BR>7 Term <BR><BR>This Agreement commences on the Effective Date and will continue for an initial term of 1 year (“Initial Term”) from the Subscription Start Date specified in the associated inCloud Quote or Invoice unless terminated earlier as allowed in this Agreement. Upon the expiration of the Initial Term, the term of this Agreement will automatically extend for successive terms of 1 year at inCloud’s then-current fees, provided that either party may terminate this Agreement or reduce the number of seats, effective upon the expiration of the Initial Term or the then-current extension period, by notifying the other party in writing at least 30 business days prior to the expiration of the Initial Term or then-current extension term, as applicable term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. InCloud reserves the right to terminate any trial period, at any time without notice. <BR><BR>8 Suspension; Termination for Cause <BR><BR>If you are in breach of this Agreement, inCloud may suspend your access to and use of the Service (a) immediately without notice if you are using the Service in any manner that inCloud, in its sole discretion, believes is or may be degrading or disrupting to the Service or (b) if you fail to cure a breach of any other obligation within 10 days of receiving notice of the breach from inCloud. Additionally, either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach within 30 days after written notice of such breach. Upon the termination of this Agreement for any reason: (a) any amounts owed to inCloud by you under this Agreement before such termination will become immediately due and payable; (b) each party will return to the other all property of the other party in its possession or control, and (c) inCloud will terminate your access to or use of the Service The rights and duties of the parties under Sections 2.3, 3, 4, 5, 3-14.4, 16, and 17 will survive the termination or expiration of this Agreement. <BR>9 Representations & Warranties <BR><BR>9.1 Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement. <BR><BR>9.2 Data Warranty. You represent and warrant that you own or have obtained all rights, consents, permissions, or licenses necessary to allow the Service access to, or possession, manipulation, processing, or use of the Customer Data. <BR><BR>10 Disclaimer of Warranties <BR><BR>EXCEPT AS EXPRESSLY SET FORTH IN SECTION 5, INCLOUD AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT, AND THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS, AS-AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INCLOUD AND ITS LICENSORS. <BR><BR>11. Indemnification <BR>You shall indemnify and hold inCloud, its licensors and each such party\'s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys\' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that inCloud (a) <BR>gives written notice of the claim to you, and (b) gives you control of the defense and settlement of the claim<BR>(provided that you may not settle or defend any claim unless you unconditionally release inCloud of all liability and such settlement does not affect inCloud’s business or Service). <BR><BR><BR>12 Internet; Delays <BR>YOU ARE SOLELY RESPONSIBLE FOR PROVIDING INTERNET ACCESS IN ORDER TO ACCESS AND USE THE SERVICE. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. INCLOUD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. <BR><BR>13 Limitation of Liability <BR>EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, OR BREACH OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE AMOUNTS PAID OR PAYABLE FROM YOU IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, OR THIS AGREEMENT,EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY\'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. <BR><BR>14 Confidentiality. <BR><BR>14.1 Confidential Information. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”). <BR><BR>14.2 Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty under this Section 14.2. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. <BR><BR>14.3 Exceptions. The Receiving Party’s obligations under Section 14.2 with respect to any Confidential Information of the Disclosing Party will not apply if such information: (a) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party, (ii) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. <BR><BR>14.4 Return of Confidential Information. The Receiving Party will return to the Disclosing Party or use reasonable efforts to destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party upon the expiration or termination of the Agreement. The Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 14.4. <BR><BR>15 Assignment; Change in Control <BR><BR>This Agreement may not be assigned by either party without the prior written approval of the other party, (such approval not to be unreasonably withheld) except in connection with (i) a merger, consolidation, or similar transaction involving (directly or indirectly) a party, (ii) a sale or other disposition of all substantially all of the assets of a party, or (iii) any other form of combination or reorganization involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be void. <BR><BR>16 General <BR><BR>This Agreement shall be governed by Pennsylvania law without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Pittsburgh, Pennsylvania USA. No text or information set forth on any other purchase order, preprinted form or document (other than an associated inCloud’s quote or invoice, if applicable) shall modify the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The parties are independent contractors and this Agreement does not create any joint venture, partnership, employment, or agency relationship between you and inCloud. The failure of inCloud to enforce any right or provision in this Agreement shall not constitute a waiver of that or any future right or provision unless acknowledged and agreed to by inCloud in writing. This Agreement, together with any associated inCloud quote or invoice, comprises the entire agreement between you and inCloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein, including any previously executed electronic version of an inCloud subscription agreement, commonly known as a clickthrough or EULA. All notices, required or permitted under this Agreement must be delivered in writing by courier, facsimile, or by certified or registered mail (postage prepaid and return receipt requested) to the other party at its address set forth in this Agreement. Notice hereunder will be effective (a) upon receipt or 3 days after being deposited in the mail as required above with the postal authority of the receiving party’s country, whichever occurs sooner, or (b) if delivered by email, upon receipt of email if delivered by email with a fax confirmation sent on the same day. Any notice to inCloud will be delivered to inCloud, LLC., 3000 Village Run Road., Unit 103 201, Wexford, Pennsylvania 15090. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any Force Majeure. <BR><BR>17 Definitions <BR><BR>As used in this Agreement the following terms have these meanings: <BR><BR>“inCloud System” means the hardware, software, network equipment, and other technology used by inCloud to deliver the Service, and any other of inCloud’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by inCloud in providing the Service. <BR><BR>“Content” means the visual information, documents, software, products and services contained or made available to you in the course of using the Service, other than Customer Data. <BR><BR>“Customer Data” means any information (including without limitation personally identifiable information) provided, made available, or submitted by you to the Service or retrieved by the Service from your Salesforce.com account. <BR><BR>“Documentation” means inCloud’s published documentation that is generally made available by inCloud to all customers. <BR><BR>“Force Majeure” means events or circumstances beyond a party’s reasonable control, including 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 inCloud’s employees), telecommunications or network failures or delays, service or computer failures involving services, hardware, or software not within inCloud’s possession or reasonable control, and acts of vandalism (including network intrusions and denial of service attacks). <BR><BR>“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world. <BR><BR>“Salesforce.com Service” means the service provided by Salesforce.com to which you must be a subscriber in order to obtain the Service. <BR><BR>“User(s)” mean your named employees, representatives, consultants, contractors, partners, or agents who are authorized to use the Service by you through the “User Management” facility of the Service.