Saas Cloud Services Terms of Service
Version Effective Date: August 1, 2025
Download PDFThese Saas Cloud Services Terms of Service (available at https://www.cloudmaveninc.com/terms-of-service, the “Terms”) governs all access to, and use of, the software platform and related professional services provided by Cloud Maven, Inc., a Delaware corporation (“Provider”). These Terms form a binding contract between us and the customer (“Customer”) identified on an executed Order Form that incorporates these Terms. The Order Form, these Terms (which incorporate certain Schedules), and any supplemental materials that we publish or otherwise provide in connection with the Services (which may include user guides, service level descriptions, or policies) are referred to collectively as the “Agreement.” Customer and Provider are referred to collectively as “Parties” and individually as a “Party”.
ARTICLE 1. DEFINITIONS
For the purposes of this Agreement, terms defined herein or in any incorporated documents shall have the meanings assigned to them, including as set forth below:
1.1. “Add-On Services” means any consulting, software development, integration, or similar services provided by Provider to Customer pursuant to one or more add-on services addenda, in the standard form attached to these Terms as Exhibit A (each, an “Add-On Services Addendum”). While an Add-On Services Addendum is not required for this Agreement, if such an Addendum is executed by the Parties, its terms shall be incorporated into and govern the provision of the Add-On Services. For the avoidance of doubt, Add-On Services are not included as part of the Services unless an Add-On Services Addendum is executed by the Parties.
1.2. “Affiliates” means, with respect to a Party, any entity that directly or indirectly, through one or more intermediaries, controls, or is controlled by, or is under common control with, such Party, where "control" means at least a 50% ownership interest in such entity or the power to direct the management of such entity, whether through the ownership of voting securities, by contract, or otherwise.
1.3. “Agreement Start Date” means the date set forth on the Order Form.
1.4. “Authorized Purpose” means to enable the Customer to manage business performance, track goals, and feedback, and generate reports for internal business purposes. This includes storing and analyzing data solely for improving business productivity and excludes any use for commercial resale, or distribution to third parties.
1.5. “Authorized User” means only those of Customer’s or its Affiliates’ employees, consultants, contractors, and agents authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement.
1.6. “Customer Content” means all data, materials, or content uploaded by the Customer or its Authorized Users in connection with the Services, including but not limited to structured or unstructured data such as personal data, financial metrics, or operational data. For the avoidance of doubt, this does not include usage data or audit logs, which the Provider may monitor independently for their internal purposes, including but not limited to improving the Services, ensuring accurate billing, and providing support.
1.7. “Customer Marks” means the Customer’s name and logo.
1.8. “Data Deletion Period” means 60 days post-termination of this Agreement.
1.9. “Data Export Period” means 60 days post-termination of this Agreement.
1.10. “Documentation” refers to the user guides, manuals, technical specifications, and other materials provided by the Provider, in any form or medium that describe the functionality, use, or operation of the Services.
1.11. “Force Majeure Event” means any event or circumstance beyond the reasonable control of the affected Party, including but not limited to acts of God, natural disasters (such as floods, storms, earthquakes, or fires), war, terrorism, riots, civil unrest, labor disputes or strikes, governmental actions or orders, pandemics or epidemics, failures or disruptions of internet or communication networks, cyberattacks, utility or transportation failures, and other similar events or circumstances.
1.12. “HIPAA” means the Health Insurance Portability and Accountability Act of 1996, including its Privacy, Security, and Breach Notification Rules, as amended from time to time, and any related regulations governing the use, disclosure, and protection of protected health information.
1.13. “Order Form” shall mean the document(s) by which Customer orders Services and/or other services pursuant to this Agreement. An Order Form may consist of either (i) a schedule, quotation, or statement of work that has been signed by both Customer and Provider, and/or (ii) if applicable, a purchase order issued by Customer pursuant to this Agreement that incorporates by reference the applicable Order Form.
1.14. “Representatives” means directors, officers, employees, agents (including, without limitation, attorneys, accountants, consultants, bankers and financial advisors), debt and equity financing sources, and legal counsel. The Parties agree that the terms and restrictions herein shall apply fully to each of such Party’s subsidiaries and Affiliates.
1.15. “Schedule” means any of the Service Level Agreement (Schedule 1), the Salesforce Ecosystem and Non-Provider Services Schedule (Schedule 3), the Trial and Beta Use Terms (Schedule 3), and any other schedule referenced or attached to an executed Order Form.
1.16. “Services” means the cloud-based software-as-a-service solutions and Add-On Services provided by the Provider to the Customer under this Agreement. This includes access to and use of the Provider’s software, hosting, updates, support, and related services as specified in the Order Form (as amended and replaced from time to time) or other applicable Documentation. “Services” excludes any third-party applications, integrations, or services that may interact with or be accessible through the Provider’s software unless expressly included in the Agreement.
1.17. “Support Services” means technical assistance, maintenance, and updates provided by the Provider to ensure the effective use and operation of the Services, including issue resolution, delivery of patches and upgrades, access to user documentation, and support through designated communication channels, subject to the scope and limitations outlined in these Terms or any applicable Schedule or Add-On Services Addendum.
ARTICLE 2. ORDER OF PRECENDENCE; INTERPRETATION
2.1. Order of Precedence. If any provision of the Agreement is inconsistent with another provision, the inconsistency is resolved in the following order of precedence: (a) the Order Form or Add-On Services Addendum; (b) these Terms; (c) the Schedules; and (d) the Documentation, except to the extent that a specific item of Documentation expressly states that it overrides the Order Form, the Schedules, or these Terms.
2.2. Effective Date; Amendments to Terms. The Agreement becomes effective on the “Agreement Start Date” stated in the Order Form. Provider may revise these Terms from time to time by posting an updated version at the URL specified in the Order Form. An updated version will apply only to Order Forms executed after the date the revised Terms are posted, unless the Parties expressly agree in writing to earlier application.
2.3. Interpretation. In this Agreement: (a) section, schedule, and paragraph headings will not affect its interpretation; (b) reference to a person includes a natural person and an incorporated or unincorporated body (whether having a separate legal personality or not); (c) reference to legislation or any legislative provision is a reference to the same as amended, extended, or re-enacted in the future and includes all legislation made under such legislation now or in the future; (d) a reference to writing or written includes email and any notifications given through the Services (where applicable); and (e) in case of a conflict or inconsistency between various terms contained in the different documents listed in the Order of Precedence section above, the terms contained in a higher-listed document shall take precedence over the terms in a lower-listed document.
ARTICLE 3. USE OF SERVICES
3.1. Provision and Use of Services. During the Agreement Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the Services solely for Customer’s internal business operations, subject to these Terms.
3.2. Customer Obligations. The Customer agrees to: (a) use the Services solely for the Authorized Purpose; (b) ensure that only Authorized Users use the Services and that Authorized Users comply with the terms of this Agreement; (c) refrain from copying, modifying, reverse engineering, decompiling, disassembling, creating derivative works, or otherwise attempting to identify, discover, or obtain any source code, underlying algorithms, or technical information of the Services, except to the extent expressly permitted by law or this Agreement; (d) not observe the functionality of the Services to develop a product or service that is substantially similar to the Services; (e) not use Services in breach of applicable law, regulations, and the Documentation; (f) refrain from accessing, uploading, storing, or transmitting any viruses, malicious code, spam, or material that is unlawful, abusive, obscene, harmful, or otherwise inappropriate; and (g) not to use the Services to build, train, or configure any artificial intelligence model.
3.3. High-Risk Data Usage. The Services may be used to store, maintain, process, or transmit protected health information (“PHI”) solely in accordance with the terms set forth in the Order Form, this Agreement, and any applicable Business Associate Agreement (“BAA”) executed between the parties. If Customer requires Provider to act as a Business Associate or subcontractor under HIPAA, the parties shall enter into a mutually agreeable BAA prior to such use. Customer acknowledges and agrees that it is solely responsible for ensuring its compliance with all applicable HIPAA requirements in connection with its use of the Services and the handling of PHI. Provider shall implement reasonable administrative, physical, and technical safeguards as required under any applicable BAA and shall cooperate in good faith to support Customer’s compliance obligations. Notwithstanding the foregoing, Provider shall have no liability for any failure by Customer or its Authorized Users to comply with HIPAA or for any unauthorized use or disclosure of PHI by Customer. The terms “Business Associate,” “subcontractor,” “protected health information,” and “PHI” shall have the meanings ascribed to them in HIPAA.
3.4. Usage Limits; Overages. The Customer’s use of the Services is subject to reasonable usage limits, as determined by the Provider in good faith based on industry standards and typical usage patterns. If the Provider reasonably determines that the Customer’s usage exceeds reasonable limits, the Provider may notify the Customer, and the Parties will work together in good faith to address the excess usage, which may include agreeing on additional fees or adjusting the Customer’s subscription Fees. If the Customer’s usage of the Services exceeds the agreed limits specified in the applicable Order Form, the Provider will notify the Customer of such overages. The Customer agrees to pay additional fees for the excess usage, which will be agreed in writing. The Provider reserves the right to invoice for overage fees separately or include them in the next scheduled invoice.
3.5. Affiliate Usage Rights. The Customer may extend the use of the Services to its Affiliates, provided that such Affiliates comply with the terms of this Agreement. The Customer is responsible for all actions or omissions of its Affiliates as if they were its own.
3.6. Integration Rights. Customer is granted a limited, non-exclusive, non-transferable right to integrate and use the Services with third-party applications solely for internal business and reporting purposes during the term of this Agreement. Customer shall not license, sublicense, transfer, or otherwise make available such integration rights to any third party. Any use of integrated data beyond internal business purposes, including commercial resale, distribution, or disclosure to third parties, is strictly prohibited.
ARTICLE 4. DATA AND SECURITY; CUSTOMER CONTENT
4.1. Data Security. The Provider shall maintain appropriate administrative, physical, technical, and organizational safeguards to protect the security, confidentiality, and integrity of Customer Content, as further outlined in the Data Processing Agreement between the Parties or other Documentation provided by Provider to Customer. The Provider agrees to notify the Customer of any security breaches that adversely impact the Customer Content within 72 hours of becoming aware of such security breach.
4.2. Customer Content Responsibilities. Customer Content will remain the property of the Customer. The Customer is responsible for: (a) the content, quality, legality, and accuracy of the Customer Content provided by the Customer and its Authorized Users; (b) obtaining all necessary consents before sharing the Customer Content with the Provider; and (c) notifying the Provider promptly if the Customer becomes aware of any unauthorized access to the Services that may impact the security, stability or integrity of Provider’s systems, or other users.
ARTICLE 5. INTELLECTUAL PROPERTY RIGHTS
5.1. Ownership of Services and Documentation. The Provider or its third-party licensors own all intellectual property rights in and to the Services and Documentation, including any modifications or derivatives.
5.2. Ownership of Feedback. The Customer acknowledges that any intellectual property rights related to the Services or Documentation that arise from the Customer’s, its Affiliates’ (where applicable), or Authorized Users’ requests, suggestions, or ideas (“Feedback”) will vest in the Provider. The Customer grants the Provider a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback into its products or services in any manner the Provider deems appropriate. If the Feedback includes the Customer's Confidential Information, the Provider does not own that information and will handle it in accordance with ARTICLE 12.
5.3. Independent Development and Use of Customer Content
(a) The Customer grants the Provider the right to: (i) use Customer Content as necessary to provide the Services and fulfil the Provider’s obligations under this Agreement; (ii) anonymize and aggregate Customer Content (and related usage data) with similar information from other customers ensuring no individual can be identified directly or indirectly, to improve, develop, or offer new services, tools, or insights that align with the Authorized Purpose or benefit the Customer and its industry; and (iii) transmit Customer Content to third-party applications and services configured to integrate with the Services provided under this Agreement.
(b) The Provider will ensure that any anonymization is performed using industry-standard techniques to render the data irreversibly non-identifiable. The Customer acknowledges that anonymized data will not be subject to any controller-processor relationship and that the Provider may use such data in compliance with applicable laws and this Agreement, including for the development and improvement of the Services.
ARTICLE 6. FEES
6.1. Payment Terms. Fees for the Services will be invoiced according to the billing frequency outlined in the Order Form and paid by the Customer as per the payment terms outlined in the Order Form.
6.2. Late Fees; Other Fees. Any Customer payment that is more than 45 days past due shall accrue interest at 4% per annum, calculated on the actual number of days elapsed, accrued from the original due date (not including the 45-day grace period) up to the date of the actual receipt of payment, including the period where the Parties are engaged in dispute resolution through mediation or court. Provider reserves the right to charge Customer for any expenses incurred in the collection of overdue amounts, including costs associated with sending Customer’s account to collections. A 4% fee will be charged on all credit card payments. A $1,000 reinstatement fee will be charged to Customer if Provider terminates the Services for lack of payment by Customer and Customer requests the Services to be re-enabled.
6.3. Non-Cancellable and Non-Refundable Fees. All fees are non-cancellable and non-refundable, except in the event of early termination by the Customer due to a material breach by the Provider. In such cases, the Provider will refund any prepaid fees for services not yet delivered as of the termination date.
6.4. Disputed Payments. In the absence of any disputes or amounts mandatorily withheld by law, all payments must be settled in full by the Customer in accordance with the Agreement. Undisputed invoice(s) received from the Provider must be paid by the date stipulated without any set-off, deduction, or withholding. To dispute an invoice, the Customer must notify the Provider in writing within 30 days, providing a clear explanation of the dispute. The Provider agrees to review and consider the dispute in good faith and provide a written determination within a reasonable timeframe. Any undisputed portion of the invoice must still be paid by the due date.
6.5. No Go-Live Guarantee. Unless otherwise expressly provided in the applicable Order Form or an Add‑On Services Addendum, Customer’s obligation to pay all Fees set forth in the Order Form shall be absolute and unconditional, and shall not be contingent upon Customer’s implementation, go‑live, acceptance or use of the Services.
ARTICLE 7. TAXES
7.1. Applicability of Taxes. All fees and charges under this Agreement are exclusive of applicable taxes, levies, duties, or similar governmental charges, such as value-added tax (VAT), sales tax, goods and service tax, or use tax (collectively, “Taxes”), which shall be paid by the Customer at the rate and in the manner prescribed by law.
7.2. Taxes Collected by Provider. If the Provider is legally required to collect Taxes on behalf of a taxing authority, these Taxes will be itemized on the invoice provided to the Customer. Customer agrees to pay the invoiced Taxes unless it provides the Provider with a valid tax exemption certificate authorized by the appropriate taxing authority by the invoice payment due date.
ARTICLE 8. CUSTOMER DECISIONS.
8.1. OFAC Search Results. Customer agrees to hold Provider harmless for any liability or responsibility as to the accuracy and/or subsequent usage of the information or results returned by Provider’s Services. Provider does not guarantee, when the returned OFAC information indicates a match, that the consumer is in fact an actual Specially Designated National or Blocked Person. This is simply a warning flag indicating further investigation on the consumer should be considered before the transaction is completed. Client must establish their own OFAC policy and procedures for handling matching OFAC information.
8.2. Financial Approvals. Any decision by Customer to extend credit, make loans, or enter into other financial transactions with its users, members, or customers is made at Customer’s sole risk. Provider and its affiliates—and their officers, directors, employees, and agents—are not liable for Customer’s decisions regarding credit or loans; or any failure by Customer’s users, members, or customers to perform under such agreements. Approval of a credit or loan application is not a guarantee of repayment of principal, interest, fees, or other obligations, and Provider disclaims any liability for non‑payment. Customer shall indemnify, defend, and hold harmless Provider and its affiliates—and their officers, directors, employees, and agents—from any damages arising from Customer’ extension or denial of credit or loans, or rejection of any financial transaction with its users, members, or customers.
ARTICLE 9. WARRANTIES
9.1. Provider Warranties. The Provider warrants that: (a) the Services will perform in substantial conformity with the applicable Documentation; (b) any Support Services and Add-On Services (if applicable) will be provided with reasonable care and skill; and (c) the Provider will take reasonable steps to keep the Services free from viruses, malware, or other harmful code. For the avoidance of doubt, the Provider makes no warranty that the Customer’s use of the Services will comply with the Customer’s legal obligations, which the Customer is solely responsible for determining.
9.2. Sanctions and Export Controls. Customer shall not (and shall procure that Authorized Users shall not): (a) export, re-export, or transfer the Services (i) in violation of any applicable export control laws or regulations, sanctions, embargoes, restrictive state lists or measures; or (ii) to any embargoed country; or (b) permit access to or use of the Services by an organization or individual identified on any government denied-party list or owned 50% or more by an organization or individual on a denied-party list.
9.3. Mutual Warranties and Representations. Each Party warrants that it will comply with all applicable laws in performing its obligations or exercising its rights in this Agreement and represents that it: (a) has the legal power and authority to enter into this Agreement; (b) is duly organized, validly existing, and in good standing under applicable laws; and (c) has all rights necessary to meet its obligations under this Agreement.
9.4. Limitation of Warranties. The Provider’s warranties shall not apply if any loss or damage arises from: (a) using or causing the Services to be used in a way that is outside the scope of this Agreement and accompanying Documentation; (b) unauthorized modifications or alterations to the Services, whether directly or materially caused by the Customer; (c) negligence, misuse, or omission by the Customer that results in or amounts to a breach of its obligations under this Agreement; (d) delays, delivery failures, or any other loss or damage resulting from the transfer of data over third-party communications networks and facilities, including the internet; (e) the Customer’s failure to determine its compliance with applicable laws in its use of the Services.
9.5. Remedies. If the Customer notifies the Provider in writing of a breach of the warranties, the Provider will, within 30 days of notification, at its discretion (acting reasonably) and expense: (a) repair or replace the non-conforming Services or re-perform the Support Services or Add-On Services (if applicable); or (b) if repair, replacement, or reperformance is not feasible, terminate the affected Services and provide a pro-rata refund for any unused fees paid by the Customer. These remedies are the Customer’s sole and exclusive remedies for breach of warranties.
9.6. Disclaimers
(a) To the maximum extent permitted by law, the Provider disclaims all warranties not expressly stated in this Agreement, including but not limited to implied warranties of merchantability, fitness for a particular purpose, non-infringement, and uninterrupted or error-free operation.
(b) Except as expressly provided, all Services, support, and materials are provided on an “as is” and “as available” basis. The Provider makes no warranty that the Services, Documentation, or that results of use will: (i) meet the Customer’s or any third party’s requirements; (ii) operate without interruption; (iii) achieve any intended result; (iv) be error-free; or (v) be compatible or work with Customer components.
(c) Changes to or unavailability of Customer components, connections, or environments during the Agreement Term do not alter the Customer’s obligations under this Agreement.
ARTICLE 10. LIMITATION OF LIABILITY
10.1. Liability Cap. Unless otherwise agreed in the Order Form, each Party’s total aggregate liability arising under or in connection with this Agreement shall not exceed fees paid or payable in the 12-month period immediately preceding the first event giving rise to a claim (the “Liability Cap”).
10.2. Liability Exemption. Neither Party will be liable for (a) any indirect, special, or consequential damages; or (b) whether incurred directly or indirectly, any loss of profits, revenue or goodwill, anticipated savings, or wasted expenditure (and even if advised of the possibility of such losses).
10.3. Exclusions from Liability Cap. The limitations and exclusions of liability set forth in this Agreement do not apply to: (a) amounts due and payable by the Customer for the Services under this Agreement; (b) any Indemnification Claim; (c) violation of a Party's or its Affiliates' intellectual property rights; (d) fraud or wilful misconduct; or (e) any other liability that cannot be excluded or limited under applicable law.
10.4. Applicability of Limitations and Exclusions. The limitations and exclusions in this ARTICLE 10 shall apply regardless of the legal basis of the claim, including contract, tort (including negligence), statute, strict liability, or any other legal theory.
ARTICLE 11. INDEMNIFICATION OBLIGATIONS
11.1. Indemnification Obligations. Each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party (the “Indemnified Party”) and its affiliates—and their officers, directors, employees and agents—from and against any third‑party claims, damages, awards, losses, costs or expenses (including reasonable attorneys’ fees) to the extent arising out of or resulting from:
(a) Provider’s Indemnity: (i) Provider’s gross negligence or willful misconduct in connection with the Services; (ii) Provider’s material breach of its confidentiality or data‑security obligations; (iii) Provider’s violation of applicable law; (iv) any bodily injury, death or real property damage to the extent caused by Provider’s negligence or willful misconduct; or (v) any claim that Provider‑provided software or documentation infringes a third party’s patent, copyright, trademark or trade‑secret rights (subject to the exclusions in Section 11.2, an “Indemnification Claim”).
(b) Customer’s Indemnity: (i) Customer Content, data or materials it supplies; (ii) Customer’s use of the Services in breach of this Agreement; (iii) Customer’s material breach of its confidentiality or data‑security obligations; (iv) Customer’s violation of applicable law; (v) any bodily injury, death or property damage to the extent caused by Customer’s negligence or willful misconduct; or (vi) any claim that Customer‑provided specifications or instructions infringe a third party’s intellectual property rights.
11.2. Exclusions. The Indemnifying Party shall have no obligation under this provision to the extent a claim arises from: (a) modifications by the Indemnified Party or by any third party; (b) combination or use of the Services with software, hardware or services not provided or authorized in writing by the Indemnifying Party; (c) the Indemnified Party’s breach of this Agreement; (d) pre‑existing intellectual property or other rights; or (e) any Customer Content, designs, instructions, specifications, or similar materials provided by the Customer.
11.3. Procedure. The Indemnified Party must: (a) promptly notify the Indemnifying Party in writing of any claim; (b) allow the Indemnifying Party sole control over defense and settlement (provided that any settlement obligating the Indemnified Party to payment or admission of liability requires its consent, not to be unreasonably withheld); (c) cooperate reasonably in the defense; and (d) refrain from admitting liability or incurring costs on the claim without the Indemnifying Party’s prior consent.
11.4. Remedies for Infringement Claims. In the event of an Infringement Claim or Provider’s reasonable belief that an Infringement Claim may arise, the Provider, at its option and expense, may: (a) procure the right for the Customer to continue using the Services in accordance with the Agreement; (b) make modifications to or replace the Services so that they become non-infringing without incurring a material reduction in performance or functionality; or if (a) or (b) are not commercially feasible, terminate the Customer’s right to use the infringing Services and refund the unused remainder of any prepaid Fees for those Services.
11.5. Limitation. This ARTICLE 11 constitutes the sole and exclusive remedy (and the Indemnifying Party’s entire liability) with respect to any claims subject to indemnification hereunder.
ARTICLE 12. CONFIDENTIALITY
12.1. Confidential Information. Each Party ("Receiving Party") understands the other Party ("Disclosing Party") may disclose non-public, confidential, or proprietary information about its business, operations, financials, forecasts, strategies, marketing, products, pricing, demos, customers, markets, surveys, inventions, software, patents, intellectual property, trade secrets, technical data, methods, and any written or oral plans, metadata, logs, insights, lists, or documentation, regardless of form or marking, before or after the Agreement Start Date, prepared by the Disclosing Party or its Representatives (collectively "Confidential Information"). It also includes information a reasonable industry person would consider confidential given the context. Confidential Information includes, without limitation, the existence and details of discussions, the fact that Confidential Information was or will be shared, and the terms of this Agreement.
12.2. Non-Disclosure Obligations.
(a) The Receiving Party agrees to (i) use the Disclosing Party’s Confidential Information only for providing the Services; (ii) keep it strictly confidential and take reasonable precautions, including those used for its own confidential materials; (iii) not disclose it to third parties without prior written consent, except to Representatives on a need-to-know basis under these restrictions; (iv) not use it for any purpose outside the Services; (v) not copy, reverse engineer, disassemble, decompile, or attempt to derive its operation by any means; and (vi) not use it for algorithm training, benchmarking, testing unrelated to the Services, or share with external systems without written consent.
(b) Any Representative given access to Confidential Information must receive a copy of this Agreement beforehand and agree in writing to be bound by its terms as if a direct party. Each Party is responsible for breaches by its Representatives and agrees, at its own expense, to take reasonable steps to prevent unauthorized disclosures or use.
(c) Without granting any rights or licenses, the Disclosing Party agrees “Confidential Information” excludes information that (i) becomes public through no fault of the Receiving Party or its Representatives; (ii) was known or possessed by the Receiving Party before receipt; (iii) was disclosed by a third party without confidentiality breach, provided the Receiving Party respects any restrictions; or (iv) was independently developed without using the Disclosing Party’s Confidential Information by employees without access.
(d) The Receiving Party may disclose Confidential Information if required by court order or legal process, provided it reasonably limits disclosure, seeks confidential treatment or protective order, and promptly notifies the Disclosing Party.
12.3. Reverse Engineering. The Receiving Party and its Representatives shall not reverse engineer, decompile, disassemble, derive source code from, or attempt to recreate the structure or organization of any Confidential Information, directly or indirectly. Unauthorized reverse engineering or derivation of improvements or derivative works is a material breach. All rights to any such enhancements or derivative works, successful or not, belong solely to the Disclosing Party. The Disclosing Party may seek injunctive relief, specific performance, and other legal remedies for breaches. without the requirement to post bond or other security.
12.4. Relationship; Disclosure. Nothing herein (a) requires disclosure of any Confidential Information, or (b) obligates the Disclosing Party to proceed with any transaction or relationship related to the Services. Each Party may decide at its sole discretion what information to provide or withhold and when.
12.5. Ownership of Confidential Information. The Disclosing Party retains all rights, title, and interest in the Confidential Information and copies. The Receiving Party holds it in trust for the Disclosing Party under this Agreement. No rights or licenses under intellectual property are granted. The Receiving Party shall not remove any proprietary or copyright legends and will add any such legends reasonably requested in writing to protect the Disclosing Party’s rights.
12.6. Return or Destruction of Confidential Information. Upon written request, the Receiving Party will, and will direct its Representatives to, destroy or return all Confidential Information (including copies and extracts) at its election. The Receiving Party may retain Confidential Information if (a) required by law or internal compliance or retention policies, or (b) electronically stored via automatic backup or archival systems, inaccessible to end-users and difficult to delete. Destruction must be certified in writing by an authorized person. Notwithstanding return, destruction, or retention as permitted here, such information will continue to be kept confidential and subject to the terms of this Agreement.
12.7. Completeness and Accuracy of Confidential Information. Each Party acknowledges that neither Party nor its Representatives make any express or implied warranty about the accuracy or completeness of Confidential Information. Neither Party nor its Representatives shall be liable for use of the Confidential Information or any errors or omissions.
12.8. Scope and Term of Agreement. The Receiving Party’s confidentiality obligations for any retained Confidential Information copies survive termination of this Agreement. All other terms and conditions of this ARTICLE 12 shall continue for a period of two (2) years after termination of this Agreement. For information which is a trade secret, the foregoing commitments shall remain in place as long as the applicable information retains its status as a trade secret.
12.9. Remedies. The Receiving Party agrees that money damages are insufficient for breaches causing irreparable harm due to the unique nature of the Disclosing Party’s Proprietary Information. The Disclosing Party may seek equitable relief without posting bond or security. Where practicable and without material harm, the Party seeking relief will first give written notice and a reasonable chance to cure before seeking injunctive or equitable relief.
12.10. Publicity. The Customer permits the Provider to use the Customer Marks during the Agreement Term to identify the Customer as a user of the Services in promotional materials, following any usage guidelines. The Provider will not alter the Customer Marks.
ARTICLE 13. NON-SOLICITATION OF EMPLOYEES.
Commencing on the Agreement Start Date, during the Agreement Term and for two (2) years after the termination of this Agreement, neither Party shall, directly or indirectly, actively recruit or solicit any then-current employee of the other Party with whom such Party has come into contact or interacted for the purposes of performing this Agreement, without the prior consent of the other Party. For purposes of this provision, “solicit” shall be deemed not to include: (a) circumstances where an employee of one Party or any of its Affiliates initially contacts the other Party or any of such Party’s Affiliates seeking employment; or (b) general solicitations of employment not specifically targeted at such employees.
ARTICLE 14. TERM AND TERMINATION
14.1. Term. This Agreement commences on the Agreement Start Date and remains in effect until access to the Services is terminated in accordance with its terms (the “Agreement Term”). Unless otherwise specified in the Order Form, the initial term begins on the Agreement Start Date and lasts for 12 months. Thereafter, the subscription will automatically renew for successive 12-month terms unless either Party provides written notice of non-renewal at least 60 days prior to the expiration of the current term.
14.2. Termination Rights. Either Party may terminate this Agreement immediately by giving written notice to the other Party if: (a) the other Party commits a material breach of this Agreement that is not remedied within 30 business days of receiving written notice specifying the breach and requiring it to be remedied; (b) the other Party engages in persistent breaches which, when taken together, can reasonably be considered to constitute a material breach and shall be subject to the remedy period set out in Section 14.2(a) above; (c) the other Party is unable to pay its debts when they fall due or admits inability to pay its debts, becomes insolvent, files for bankruptcy, or undergoes similar proceedings; or (d) the other Party’s operational or business processes have demonstrably and substantially changed to the extent that it is no longer capable of meeting its obligations under this Agreement.
14.3. Actions on Termination. Upon termination of this Agreement, if requested by Customer during the Data Export Period, the Provider must return to the Customer (or otherwise make available functionality for the Customer to download) a copy of the Customer Content in a commonly used, machine-readable format. Data export will not be possible post-termination of the Agreement if any undisputed Fees remain outstanding from Customer. Following the conclusion of any applicable Data Export Period, the Provider will delete all Customer Content from its systems within the Data Deletion Period unless retention is required to comply with legal or regulatory obligations. The Provider will ensure that deletion is performed in a secure and industry-standard-compliant manner.
14.4. Suspension of Services.
(a) The Provider may suspend or limit the Customer's use of the Services under the following circumstances (“Suspension Triggers”): (i) Payments are overdue by 15 days or more; (ii) the Provider becomes aware of, or has valid reason to believe, the Customer is engaging in unlawful use of the Services; (iii) the Provider determines that the Customer's use may harm the Services, compromise the security of the Provider's systems or other customers, or infringe on third-party rights; or (iv) Customer’s use of the Services breaches this Agreement, disrupts other customers or adversely impacts the performance of the Provider's systems.
(b) In the event of a Suspension Trigger, the Provider may take actions including immediate suspension in emergencies or within 30 days for other triggers. The Provider will notify the Customer in writing (where permitted by law) and may modify, suspend, or deactivate the Services to address the issue or comply with this Agreement and applicable laws.
(c) If the Customer is subject to an investigation for alleged illegal or inappropriate use of the Services, they must cooperate with the Provider. Failure to cooperate or resolve the issue within a reasonable timeframe may result in immediate suspension or termination of access to the Services.
(d) The Provider will take reasonable steps to mitigate and minimize the duration of any suspension. Access to the Services will be restored promptly once the underlying issue is resolved to the Provider’s reasonable satisfaction.
ARTICLE 15. GENERAL TERMS
15.1. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by e-mail (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail (in each case, return receipt requested, postage pre-paid). Such communications must be sent to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance with this Section 15.1):
If to Provider:
Cloud Maven, Inc.
625 Broad St Suite 240
Newark, NJ 07102
Attn: Ushank Khanna (Ushank@cloudmaveninc.com)
If to Customer: To the address and contact listed on the Order Form
15.2. Third parties. Only Parties to this Agreement have the right to enforce any of its terms.
15.3. No Partnership. Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, agency, fiduciary relationship, or other form of legal association between the Parties. Neither Party shall have any authority to bind or obligate the other Party in any manner unless expressly agreed in writing.
15.4. Amendments. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto.
15.5. Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except (a) to an Affiliate, or (b) in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all its assets. Any assignment made in violation of this Section will be null and void.
15.6. Waiver. If a Party fails to enforce a right under this Agreement, that will not be deemed a waiver of that right at any time.
15.7. Counterparts. This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of this Agreement.
15.8. Governing Law. This Agreement shall be governed by and construed in accordance with, the laws of the State of Delaware, disregarding its conflict of laws and jurisdiction provisions.
15.9. Dispute Resolution. In the event of any dispute arising out of or in connection with this Agreement, either Party shall invite the other Party to commence negotiations to resolve the dispute in good faith. Any invitation to negotiate shall be issued in writing, in the usual way the Parties communicate in writing. If the parties cannot resolve a dispute through informal discussions, the dispute (unless specifically excluded below) must be finally and exclusively resolved by binding arbitration. By agreeing to this, you understand that without this provision, you would have the right to sue in court and have a jury trial. Arbitration will be initiated and conducted under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and, when applicable, the AAA’s Supplementary Procedures for Consumer Related Disputes (“AAA Consumer Rules”). These rules are available at the AAA’s website at https://www.adr.org/. Your share of arbitration fees and arbitrator compensation will be governed by, and may be limited under, the AAA Consumer Rules. The arbitration can take place in person, by submitting documents, by phone, or online. The arbitrator will issue a written decision but does not need to provide reasons unless a party requests them. The arbitrator must apply the governing law of the State of Delaware, and any award may be challenged if the arbitrator does not follow the law. Unless required otherwise by the applicable AAA rules or law, arbitration will be conducted in New Jersey. The parties may use the courts only to compel arbitration, pause proceedings pending arbitration, or to confirm, modify, vacate, or enforce the arbitrator’s award. If, for any reason, a dispute proceeds in court instead of arbitration, it must be brought exclusively in the state or federal courts located in New Jersey. Both parties consent to personal jurisdiction and waive all defenses of lack of personal jurisdiction and forum non conveniens for venue and jurisdiction in such courts. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act (UCITA) do not apply to these terms. No party may initiate a claim related to the services more than one (1) year after the claim first arose. If any part of this arbitration section is found illegal or unenforceable, then only disputes covered by the invalid part will proceed in court, in the courts specified above, and both parties consent to that court’s jurisdiction.
15.10. Force Majeure. Neither Party will be considered in breach of this Agreement if a delay in meeting their obligations is caused by a Force Majeure Event. The affected Party must inform the other Party as soon as possible and resume their obligations as soon as the issue is resolved.
15.11. Entire Agreement. This Agreement, including its appendices and other documents that are referenced throughout the Agreement, constitutes the entire agreement between the Parties and replaces any pre-contractual agreements, warranties, conditions, duties and obligations that the Parties have agreed to during their negotiations.
15.12. Severability. If any provision in this Agreement is determined to be unenforceable, invalid, frustrated, or otherwise beyond the scope permitted by law, the remainder of the Agreement shall remain operative.
15.13. Survival. The rights and obligations of the Parties under this Agreement that by their nature or context are intended to survive termination or expiration of this Agreement will remain in effect, including but not limited to Sections related to Fees, Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law, and Dispute Resolution.
SCHEDULE 1
Service Level Agreement
This Service Level Agreement (“SLA”) forms part of the SaaS Cloud Services Terms of Service made effective as of the Agreement Start Date, between Customer and Provider. Capitalized terms not defined herein are defined in the Agreement.
SERVICE AVAILABILITY
SUPPORT AVAILABILITY
SUPPORT RESPONSE TIMES
A “Critical Issue” is a technical defect with the Services (a “Defect”) that results in at least one of the following: (i) the Services are not accessible or produce no results, or (ii) Customer’s authorized users cannot run reports or access the application after repeated attempts. “Critical Issues” do not include downtime for scheduled or unscheduled maintenance.
Provider will adhere to the following timelines for Critical Issues:
A “High Issue” is a Defect that results in any of the following: (i) a channel for new applicant transaction processing submission is inaccessible; (ii) no report produces any data or the data has not been refreshed in fewer than twenty-four (24) hours; or (iii) internal system defects causing interfaces provided as part of the Services to essential 3rd party products and services to not function properly.
Provider will adhere to the following timelines for Critical Issues:
A “Medium Issue” is a Defect: (i) causing a significant, measurable disruption to Customer’s productive use of the Services where there are workarounds; (ii) causing an insignificant disruption to Customer’s productive use of the Services; or (iii) causing no disruption to Customer’s productive use of the Services.
Provider will adhere to the following timelines for Critical Issues:
Customer must provide Provider’s Escalation Manager with a written statement-of-business-impact relating to the Defect. Provider may agree to shorten the resolution time for the Defect following an assessment of risk and business impact. Customer’s use of the escalation process must be reasonable in quantity and frequency, as determined by Provider in its reasonable discretion; escalations deemed excessive or unwarranted will not obligate Provider to accelerate resolution.
SLA TERMS AND CONDITIONS
1. Service Level Commitment. The Provider commits to maintaining the specified Service Availability during each calendar month, excluding scheduled maintenance.
2. Scheduled Maintenance.
2.1 Scheduled maintenance will be communicated to the Customer in advance based on the Scheduled Maintenance Notice Period.
2.2 Scheduled maintenance will typically be conducted during off-peak hours to minimize disruption.
2.3 The Provider shall use reasonable endeavors to ensure that scheduled maintenance does not exceed the Maximum Scheduled Maintenance Duration.
3. Excluded Downtime.
3.1 “Excluded Downtime” means any period of unavailability of the Service caused by: (a) scheduled maintenance, provided that the Scheduled Maintenance Notice Period is given; (b) Force Majeure Events; (c) issues arising from the Customer's use, configuration, or network environment; (d) third-party dependencies outside the Provider’s control; (e) service suspension due to Customer's breach of the Agreement; or (f) use of non-production features or environments.
3.2 Service unavailability caused by the following will not count towards downtime calculations: (a) actions or inactions by the Customer or third parties outside the Provider’s control; or (b) Excluded Downtime.
4. Support Commitments.
4.1 Support will be provided through the designated channels (e.g., email, support portal).
4.2 The Provider will respond to issues within the Support Response Times based on the severity level of the issue.
5. Service Integrity.
5.1 The Provider will implement reasonable administrative, physical, and technical measures to maintain the security, stability, and integrity of the Services.
5.2 The Provider will promptly (including in accordance with applicable laws) notify the Customer of any known security breaches or service issues.
6. Service Credits. If the Service Availability falls below the specified commitment set forth in this Schedule, Customer may submit a request for service credits as Customer’s sole and exclusive remedy. The service credit shall be calculated as a percentage of the Fees for the affected month equal to the difference between the actual Service Availability percentage and the specified Service Availability level. For example, if the Service Availability is 90% for the month, Customer shall be entitled to a credit equal to 9% of the Fees for that month. To request a credit, Customer must submit a written credit request via email to servicecredits@cloudmaveninc.com within five (5) days following the end of the month in which the Service Availability fell below the specified level. Provider shall respond to the credit request within five (5) business days of receipt, confirming the appropriateness and amount of any credit to be applied against Customer’s next Fee payment. Service credits granted under this provision shall not be convertible to cash or applied to any past-due amounts. Service credits cannot be converted to cash or applied to past-due invoices.
SCHEDULE 2
Salesforce Ecosystem and Non-Provider Services
This Salesforce Ecosystem and Non-Provider Services Schedule forms part of the SaaS Cloud Services Terms of Service made effective as of the Agreement Start Date, between Customer and Provider. Capitalized terms not defined herein are defined in the Agreement.
1. Definitions.
1.1 “SFDC” means salesforce.com and its subsidiaries and affiliates.
1.2 “SFDC Platform” means the SFDC application, services, and platform service licensed by Customer from SFDC.
1.3 “Non-Provider Service(s)” means any third-party products and/or services Provider may offer or make available to Customer as part of the Services.
2. Salesforce Interoperability.
2.1 Provider provides the Services to Customer for use within Customer’s SFDC Platform, which may include other Non-Provider Services installed by Customer. Provider is not responsible for safeguarding Customer Content on Customer’s SFDC Platform.
2.2 Provider’s Services operate with the SFDC Platform. Customer represents it has the rights and licenses to use the SFDC Platform, and any third-party software used with the Services. Customer acknowledges that Service access depends on the availability and proper function of its SFDC Platform, which Provider does not control. Provider disclaims liability for access or performance issues caused by problems with Customer’s SFDC Platform, third-party technology, or internet access. Customer is solely responsible for configuring its SFDC Platform and related technology. Customer may not use the Services to merge SFDC standard and custom objects beyond intended functionality.
2.3 In using the Service, Customer may enter or process Customer Content via the Service or its SFDC Platform. Customer agrees and warrants that: (a) it is the Controller or Owner of the Customer Content, including sensitive personal information, as defined by law; (b) it has obtained all necessary permissions and consents to process the Customer Content; (c) the Customer Content is accurate; and (d) it will provide any required notices or disclosures to its clients regarding the disclosure or processing of Customer Content through Provider’s Service.
2.4 When Provider processes or discloses Customer Content, it: (a) acts as a service provider or processor under applicable law, strictly providing the Service per Customer’s instructions; (b) retains, processes, uses, and discloses Customer Content only to provide the Services; (c) is prohibited from using Customer Content for any other purpose; and (d) receives no monetary or other consideration for disclosing Customer Content to third parties.
2.5 Customer shall keep its SFDC Platform updated by applying all generally available SFDC updates so that: (a) the version used is no more than three (3) major releases behind the current SFDC release; and (b) updates are applied at least every six (6) months, whichever is earlier, to ensure compatibility with Provider’s Services.
2.6 Salesforce‑Imposed Limits and Changes. Customer acknowledges that SFDC may, at any time, impose technical limits (e.g., API call quotas, storage or record limits, field restrictions), enforce usage restrictions, deprecate or alter features, or otherwise modify the SFDC Platform’s functionality or performance. Customer and Provider agree to use, configure and support the Services in accordance with SFDC’s then‑current limits, restrictions, release schedule, and published policies (including SFDC’s Terms of Service and technical documentation). Provider shall have no liability for any interruption, degradation, unavailability, or additional costs of the Services arising from SFDC’s imposition of limits, restrictions, deprecations, or other changes to the SFDC Platform.
3. Other Third-Party Systems.
3.1 Third parties may make available to Customer certain Non-Provider Services on or through our Platform. Except as expressly set forth in this Agreement, Customer’s use or acquisition of or interaction with Non-Provider Services and any exchange of data or information between Customer and any Non-Provider Service provider is solely between Customer and that Non-Provider Service provider. Customer’s use of Non-Provider Services may be subject to and governed by those applicable third-parties’ terms and conditions (“Non-Provider Service TOU”), but those terms and conditions will not otherwise apply to Customer’ s access to or use of Provider’s Service. In the event of a conflict between the terms of this Agreement and the terms and conditions of a Non-Provider Service provider, the terms of the Non-Provider Service provider will control with respect to Customer’s access to and use of their services only.
3.2 Provider does not warrant or support any Non-Provider Services or service providers, whether Provider recommends them or their services, or designates them as preferred, certified or otherwise. If Customer installs, enables, or interacts with a Non-Provider Service, Customer agrees that Provider may allow access to Customer’s data or information, which may include Customer Content, as required to enable the interoperation of that Non-Provider Service with Provider’s Service. We are not responsible for any processing, handling, disclosure, modification or deletion of any of Customer’s data or information resulting from that Non-Provider Services interaction with or provision of services to Customer.
4. Customer Responsibilities; Beneficiaries. Customer will be solely responsible for complying with any agreements, contracts, regulations or other similar terms and conditions that are required by SFDC or as part of any other Non-Provider Services, including any Non-Provider Service TOUs that Customer may become a party to, now or in the future. SFDC and Non-Provider Service providers are intended third party beneficiaries of this Agreement and may enforce its applicable.
5. Disclaimers.
5.1 Customer acknowledges that access to and use of the Services and certain Support Services and Add-On Services are dependent upon the proper functioning of the SFDC Platform and other Non-Provider Services and that Provider has no control over such services. Provider disclaims responsibility and liability for any inability to access or use the Services, or degradation in the Service’s performance, to the extent caused by issues, problems, or malfunctions of, or inaccessibility to, the SFDC Platform, or other Non-Provider Services.
5.2 Customer is solely responsible for the configuration of the Services and all technology and services necessary to access and use the internet, the Services, the SFDC Platform, and any Non-Provider Services. Customer is solely responsible for configuring the Services, the SFDC Platform, and any related technology or internet connectivity required to access and use them.
5.3 SFDC is a highly customizable platform. If Customer elects to implement custom configurations or deploy additional custom code—whether developed in‑house or by third parties—any resulting issues, errors or malfunctions caused by those customizations fall outside the scope of Provider’s support obligations and warranty coverage.
SCHEDULE 3
Trial and Beta Use Terms
This Trial and Beta Use Terms Schedule forms part of the SaaS Cloud Services Terms of Service made effective as of the Agreement Start Date, between Customer and Provider. Capitalized terms not defined herein are defined in the Agreement.
1. Trial Services Period.
1.1 Trial Services. “Trial Services” means any free trial, proof of concept version, beta version, or any other Services provided free of charge as specified in the Order Form or otherwise communicated by the Provider.
1.2 Trial Services Period. Trial Services will be available to the Customer until the earlier of: (a) the end of the trial, proof of concept, or beta testing period as specified by the Provider; (b) the start date of any purchased subscription to the same Services; or (c) written notice of termination from the Provider (such period, being the “Trial Services Period”).
2. Scope of Use. During the Trial Services Period, the Provider grants the Customer a non-exclusive, non-transferable right to access and use the Trial Services for internal evaluation purposes only, subject to the terms of this Agreement and any applicable Documentation.
3. Data Loss Disclaimer. Any data entered the Trial Services, and any configurations made during the Trial Services Period will be permanently lost unless: (a) the Customer purchases a subscription to the same Services; or (b) if possible, the Customer exports such data or configurations before the end of the Trial Services Period.
4. No Guarantee of Features. The Provider makes no guarantee that features or functionality in the Trial Services will be available or the same in the general release version of the Services. The Customer is encouraged to evaluate the features and functionality of the purchased Services separately.
5. No Warranties or Support. Trial Services are provided “as-is” and “as-available” without any warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, or non-infringement. The Provider is under no obligation to provide Support Services for Trial Services.
6. Limited Liability and Indemnification Exclusion.
6.1 The Provider’s liability for Trial Services is excluded to the maximum extent permitted by law and the Customer’s sole remedy for dissatisfaction or breach related to Trial Services is to terminate the Trial Services. The Customer assumes all risks and costs associated with its use of the Trial Services.
6.2 The Provider is not obligated to indemnify or defend the Customer for any claims arising from the use of Trial Services.
EXHIBIT A
Add-On Services Addendum
This Add-On Services Addendum forms part of the SaaS Cloud Services Terms of Service made effective as of the Agreement Start Date, between Customer (identified below) and Cloud Maven, Inc. (“Provider”). Capitalized terms not defined herein are defined in the Agreement.
1. Key Terms and Milestones
2. Scope of Add-On Services.
(a) Add-On Services may include the activities specified in the Nature of Services field above.
(b) These services are optional and provided at the Customer’s request, subject to the terms of this Addendum.
3. Conditions of Use. Add-On Services are exclusively for the Customer’s internal use and may not be sublicensed, shared, or resold without the Provider’s written consent.
4. Fees and Payment Terms.
(a) Fees for Add-On Services will be charged as per the Fee Structure listed above.
(b) The Provider will issue invoices according to the agreed payment terms, including milestones, if applicable.
(c) All fees for Add-On Services are non-refundable unless otherwise specified in the Refund Terms variable.
5. Delivery Timelines and Milestones
(a) The Provider will provide the Add-On Services according to the Delivery Timelines and Key Milestones variables.
(b) Delays caused by circumstances beyond the Provider’s control, including the Customer’s failure to fulfil its obligations, may require timeline adjustments.
6. Customer Responsibilities.
(a) The Customer agrees to fulfil the obligations as per Customer Responsibilities, including providing necessary access, resources, and approvals to support the Provider’s performance in a timely manner.
(b) Delays caused by the Customer may impact timelines and fees for Add-On Services.
IN WITNESS WHEREFOR, the Parties have executed this Add-On Service Addendum to the SaaS Cloud Services Terms of Service effective as of the Effective Date of Addendum listed above.
