Adure BV — Master Subscription Agreement

THIS MASTER SUBSCRIPTION AGREEMENT BETWEEN THE CUSTOMER AND ADURE, INCLUDING ITS SCHEDULES AND EXECUTED ORDER FORM(S) (COLLECTIVELY THE "AGREEMENT"), GOVERNS THE CUSTOMER'S FREE TRIAL, IF ANY, AND THE CUSTOMER'S PURCHASE OF AND ONGOING USE OF THE SERVICES (AS DEFINED BELOW). BY ACCEPTING THIS AGREEMENT, EITHER BY TICKING A BOX INDICATING ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF A PERSON IS ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THAT PERSON CONFIRMS THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY. IF THE PERSON ACCEPTING DOES NOT HAVE SUCH AUTHORITY, OR IF THE CUSTOMER DOES NOT AGREE WITH THE TERMS OF THIS AGREEMENT, THE CUSTOMER MAY NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

The Customer may not access the Services if the Customer is Adure's direct competitor, except with Adure's prior written consent. In addition, the Customer may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.

Version 1.0, published at https://adure.io/master-subscription-agreement. This Agreement is effective between the Customer and Adure as of the Effective Date (as defined below). Adure may publish updated versions in accordance with Section 14.8.

1. DEFINITIONS

Capitalised terms not otherwise defined in this Agreement shall have the meaning given below:

"Affiliate" means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity, where "control" means direct or indirect ownership of more than 50% of the voting interests of that entity.

"App" means the Adure Salesforce-native application identified in the applicable Product Schedule and Order Form, as further described in the Documentation and that Product Schedule.

"Documentation" means Adure's online user guides and help materials for the Services, as updated from time to time and made available at the location specified in the applicable Product Schedule or as Adure may otherwise designate.

"DPA" means the Data Processing Agreement identified in the applicable Order Form, being either the DPA (ISV), published at https://adure.io/dpa-isv, or the DPA (OEM), published at https://adure.io/dpa-oem, together with the Data Annex for the applicable App. The DPA is incorporated into this Agreement by reference and applies without separate signature. Adure's sub-processors are listed at https://adure.io/sub-processors. In the event of any conflict between this Agreement and the DPA regarding the processing of personal data, the DPA shall prevail.

"Effective Date" means the date of the Customer's acceptance of this Agreement, either by ticking a box indicating the Customer's acceptance or by executing an Order Form.

"Force Majeure Event" means any event beyond a party's reasonable control, including acts of God, government action, flood, fire, earthquake, civil unrest, act of terror, internet service provider failure or delay, and denial-of-service attack.

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

"Non-Adure Applications" means online applications, services or offline software products provided by entities or individuals other than Adure that interoperate with the Services, including any third-party services identified in the applicable Product Schedule.

"Order Form" means an order placed under this Agreement for User Subscriptions, entered into electronically or in writing, and which is deemed incorporated into and forms an integral part of this Agreement.

"Product Schedule" means the schedule for a specific App that identifies the App, its function, the third-party services it integrates with, and any App-specific terms, published at the address stated in the applicable Order Form, and which is incorporated into and forms an integral part of this Agreement.

"Salesforce Platform" means the hosted platform-as-a-service made available by Salesforce.com, Inc. ("Salesforce"), on which the Services operate and interoperate, and which is subject to the Salesforce Terms of Use at Schedule 1.

"Services" means the software-as-a-service offering made available by Adure via the Salesforce Platform, including associated offline components, as described in the Documentation. Services exclude Non-Adure Applications and the Salesforce Platform itself.

"Subscription Fees" means the fees payable by the Customer for use of the Services during the Subscription Term, as set out in the applicable Order Form.

"Subscription Term" means the period during which User Subscriptions are in effect, commencing on the start date specified in the applicable Order Form and continuing for an indefinite period until terminated in accordance with Section 11 (Term and Termination).

"User Subscriptions" means the subscription licences purchased by the Customer for the number of Users indicated in the applicable Order Form.

"Users" means individuals authorised by the Customer to use the Services, who have been supplied user identifications and passwords by the Customer and for whom a User Subscription has been purchased.

"Adure" means Adure BV, with registered seat at Kleitstraat 24A, 9930 Lievegem, Belgium, registered under company number BE1030 018 353.

"Customer" means the company or other legal entity accepting this Agreement for the purchase of User Subscriptions to use the Services.

"Customer's Data" means all electronic data or information submitted by the Customer (including the Customer's Users) when using the Services and hosted on the Salesforce Platform.

2. FREE TRIAL

2.1 Adure may make the Services available to the Customer on a free trial basis for a period identified at the time of registration ("Trial Period"). The Trial Period ends on the earlier of (a) the end of the stated trial period, or (b) the start date of any purchased Services ordered by the Customer.

2.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, DURING ANY FREE TRIAL THE SERVICES ARE PROVIDED "AS IS," "AS AVAILABLE" AND WITHOUT ANY WARRANTY OR SUPPORT WHATSOEVER.

2.3 Adure recommends that the Customer reviews the Documentation during the Trial Period to become familiar with the Services before making a purchase.

3. SERVICES

3.1 Provision of Services. Adure shall make the Services available to the Customer under this Agreement and the applicable Order Form(s). The Customer's purchase is not contingent on delivery of future functionality, nor dependent on any public comments regarding future functionality.

3.2 Customer's Affiliates. Where the parties agree in an Order Form that the right to use the Services extends to the Customer's Affiliates, such Affiliates may exercise the Customer's rights, but only the Customer may enforce those rights on their behalf, and the Customer remains liable for any breach by such Affiliates.

3.3 Rights Granted. Subject to the restrictions in Section 6.2 and the applicable Order Form, Adure grants the Customer a non-exclusive, non-transferable right to permit Users to use the Services during the Subscription Term solely for the Customer's internal business operations.

3.4 User Subscriptions. Purchased Services are accessed by no more than the number of Users specified in the applicable Order Form, as adjusted from time to time in accordance with Section 3.5. User Subscriptions are personal to a designated User but may be reassigned to a replacement User.

3.5 Adjusting User Subscriptions by email. The Customer may request an increase or decrease in the number of User Subscriptions at any time by email from the Customer's administrator or billing contact then on file with Adure, without the need for a signed amendment or new Order Form. Such a change becomes binding and forms part of this Agreement upon Adure's written confirmation by email. Added User Subscriptions are provided on the same terms as this Agreement, at Adure's then-current pricing, prorated for the remainder of the then-current billing month. An increase takes effect on the date of Adure's confirmation (or such later date as stated in the Customer's request); a decrease takes effect one (1) month after Adure's confirmation, aligned to the Customer's billing date, for a Customer billed monthly; for a Customer billed annually, a decrease takes effect at the end of the then-current annual billing period, subject to the notice period in Section 11.2. For clarity, this Section 3.5 governs changes to the number of User Subscriptions only; termination of the Agreement as a whole is governed by Section 11.2.

3.6 Adure's Responsibilities. Adure shall (i) provide support in accordance with Schedule 2 (which is provided on a best-effort basis, without any service level agreement or committed response or resolution times); (ii) use commercially reasonable efforts to make the Services available 24/7, except for planned or emergency downtime or a Force Majeure Event; and (iii) provide the Services in accordance with applicable laws and regulations.

3.7 Customer's Responsibilities. The Customer shall (i) be responsible for Users' compliance with this Agreement; (ii) not exceed the number of purchased User Subscriptions; (iii) be responsible for the accuracy, quality and legality of the Customer's Data; (iv) use commercially reasonable efforts to prevent unauthorised access to the Services and promptly notify Adure of any such access; (v) ensure Users comply with the Documentation and applicable law; (vi) hold all licences and consents necessary for the Customer's Data; and (vii) be responsible for the Customer's own network and telecommunications connections.

The Customer shall not, and shall ensure the Customer's Users do not: (a) use the Services unlawfully or outside the Customer's internal business operations; (b) make the Services available to anyone other than Users; (c) sell, resell, rent or lease the Services; (d) store or transmit unlawful, infringing or tortious material; (e) store or transmit Malicious Code; (f) interfere with or disrupt the Services; (g) attempt to gain unauthorised access to the Services; (h) reverse engineer, decompile or disassemble the Services except as permitted by law; (i) combine the Services with open-source software in a manner that would subject the Services to open-source obligations; or (j) place the Services in the public domain.

3.8 Audit Rights. Adure may, at Adure's own expense and on reasonable prior notice, audit the Customer's use of the Services once per calendar year to verify compliance with this Agreement. If an audit reveals underpaid Subscription Fees, the Customer shall pay the shortfall; if the shortfall exceeds €2,500, the Customer shall also reimburse the reasonable cost of the audit.

4. THE SALESFORCE PLATFORM AND NON-ADURE APPLICATIONS

4.1 Salesforce Platform. The Services are hosted on, and interoperate with, the Salesforce Platform. By accepting this Agreement, the Customer agrees to the Salesforce terms of use set out in Schedule 1, which shall be superseded by any separate agreement the Customer enters into directly with Salesforce for the Salesforce Platform. Adure is not responsible or liable for the Salesforce Platform or for any act or omission of Salesforce.

4.2 Non-Adure Applications. The Services may interoperate with Non-Adure Applications. The Customer's use of such applications is governed by the relevant third-party provider's terms. Adure is not responsible for Non-Adure Applications or their providers, and Adure may discontinue interoperating features if a Non-Adure Application ceases to be available on reasonable terms, without liability to the Customer.

4.3 Customer's Platform and Integrated Services. The App operates within the Customer's own Salesforce org and, where applicable, connects to the Customer's own accounts with the third-party services identified in the applicable Product Schedule. The Customer is solely responsible for (i) licensing and contracting for the Salesforce Platform and any such integrated third-party services directly with the relevant providers, including their applicable fees; (ii) selecting and configuring the data centres, regions, and settings of those platforms needed to meet the Customer's own data residency, data protection, and other regulatory requirements; and (iii) the Customer's own and the Customer's Users' compliance with applicable law in its use of those platforms. Except as described in Section 8.4 and the applicable Product Schedule, Adure does not host, store, or otherwise process the data created or exchanged through the Customer's use of the App; that data resides solely within the Customer's own platform environments, to which Adure has no access beyond what the integration requires to function.

5. FEES AND PAYMENT

5.1 Subscription Fees. The Customer shall pay all Subscription Fees set out in each Order Form. Except as stated otherwise, (i) fees are based on User Subscriptions purchased, not actual usage; (ii) payment obligations are non-cancellable and paid fees are non-refundable, save as expressly provided in this Agreement; and (iii) the number of User Subscriptions may only be decreased in accordance with Section 3.5 (adjustment by email) or on termination under Section 11.2.

5.2 Invoicing and Payment. Subscription Fees are billed either monthly or annually in advance, as specified in the applicable Order Form. Unless otherwise agreed in writing, invoices are due within fifteen (15) days of the invoice date. The Customer is responsible for providing complete and accurate billing information and shall promptly notify Adure of any changes.

5.3 Overdue Charges. Amounts not paid by the due date accrue late interest automatically and without prior notice of default, at the statutory rate applicable under the Belgian Act of 2 August 2002 on combating late payment in commercial transactions (or 10% per annum, whichever is higher), from the due date until paid. In addition, Adure is entitled to the fixed compensation for recovery costs provided for by that Act, and to reasonable further recovery costs actually incurred.

5.4 Suspension of Service. If any undisputed charge is overdue by thirty (30) or more days, Adure may suspend the Services, provided Adure has given at least ten (10) days' prior written notice that the Customer's account is overdue.

5.5 Payment Disputes. Adure shall not suspend the Services under Section 5.4 while the Customer is disputing the relevant charges reasonably, in good faith, and is cooperating diligently to resolve the dispute.

5.6 Taxes. Adure's fees exclude VAT and other applicable taxes, levies or duties, which the Customer is responsible for paying in addition to the Subscription Fees.

5.7 Price Changes. Adure may change Subscription Fees upon at least thirty (30) days' written notice to the Customer, effective from the date stated in the notice. If the Customer does not accept an increase, the Customer may terminate this Agreement, without cost or penalty, by written notice given before the increase takes effect, and the increase does not apply to the Customer during any remaining period of the Agreement following that notice. An adjustment of Subscription Fees in line with the Belgian health index does not constitute an increase for the purposes of this Section.

6. PROPRIETARY RIGHTS

6.1 Reservation of Rights. Subject to the limited rights expressly granted in this Agreement, Adure and its licensors reserve all right, title and interest in and to the Services, the App, the Documentation, and all related intellectual property rights, including any feedback, suggestions or enhancement requests the Customer or the Customer's Users provide. No implied licences are granted under this Agreement.

6.2 Restrictions. The Customer shall not (i) permit third-party access to the Services except as permitted herein; (ii) create derivative works based on the Services; (iii) copy, frame or mirror the Services other than for the Customer's own internal purposes; (iv) reverse engineer the Services; or (v) access the Services to build a competitive product or to copy its features, functions or graphics.

6.3 Marketing. Subject to the Customer's prior written consent, Adure may identify the Customer as a customer, including the Customer's name and logo, in Adure's marketing and customer materials.

7. CONFIDENTIALITY

7.1 Definition. "Confidential Information" means all non-public information disclosed by one party to the other, whether orally or in writing, that is designated confidential or that should reasonably be understood to be confidential. The Customer's Confidential Information includes the Customer's Data; Adure's Confidential Information includes the Services; and the terms of this Agreement and all Order Forms are Confidential Information of both parties. Confidential Information excludes information that is or becomes public other than through breach of this Agreement, was already known to the receiving party, is received from a third party without breach of confidentiality or is independently developed.

7.2 Protection. The receiving party shall use at least reasonable care to protect the disclosing party's Confidential Information, use it only for purposes of this Agreement.

7.3 Compelled Disclosure. A party may disclose Confidential Information where compelled by law, provided it gives the other party prior notice (where legally permitted) and reasonable assistance, at the disclosing party's cost, to contest the disclosure.

7.4 Survival. The obligations in this Section 7 shall survive termination of this Agreement for five (5) years.

8. CUSTOMER DATA

8.1 Ownership. The Customer retains full ownership of the Customer's Data and sole responsibility for its legality, accuracy, quality and completeness.

8.2 Hosting. The Customer's Data is hosted on the Salesforce Platform. Adure has no obligation or ability to edit or monitor the Customer's Data and has no liability for its accuracy, completeness or legality.

8.3 Security. The Customer is responsible for maintaining backup copies of the Customer's Data, protecting passwords, and limiting access to Customer's devices and accounts.

8.4 Processing of Personal Data. Except as described in the applicable Product Schedule, Adure does not host, store, or otherwise process the Customer's business or end-user data created or exchanged through the Customer's use of the App; that data resides solely within the Customer's own platform environments, as described in Section 4.3 and the Product Schedule. To the extent Adure processes any personal data as processor on the Customer's behalf, that processing is governed by the separate DPA entered into between the parties, which is incorporated into this Agreement by reference and prevails over this Agreement in the event of any conflict regarding that processing. The DPA remains in effect for as long as Adure processes such data on the Customer's behalf under this Agreement and terminates automatically upon termination or expiry of this Agreement.

9. WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

9.1 Adure's Warranties. Adure warrants that (i) Adure has the legal power to enter into this Agreement; (ii) the Services will perform materially in accordance with the Documentation during the Subscription Term; (iii) the functionality of the Services will not be materially decreased during a Subscription Term; and (iv) the Services will not knowingly transmit Malicious Code to the Customer. The Customer's exclusive remedy for breach of these warranties is as set out in Section 11 (Term and Termination).

9.2 Warranty Exclusions. Adure does not warrant that the Customer's use of the Services will be uninterrupted or error-free, and Adure is not responsible for delays or failures caused by the Salesforce Platform, Non-Adure Applications, or the internet generally.

9.3 Customer's Warranties. The Customer warrants that the Customer has validly entered into this Agreement and has the authority to do so.

9.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

10. LIMITATION OF LIABILITY

10.1 SUBJECT TO SECTION 10.2, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES PAID BY CUSTOMER TO ADURE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION DOES NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS UNDER SECTION 5, BREACH OF CONFIDENTIALITY UNDER SECTION 7, OR BREACH OF SECTIONS 6.1 AND 6.2 (PROPRIETARY RIGHTS).

10.2 NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS EITHER PARTY'S LIABILITY FOR FRAUD OR FRAUDULENT MISREPRESENTATION, FOR ITS OWN INTENTIONAL FAULT OR THAT OF ITS AGENTS, FOR DEATH OR PERSONAL INJURY OR OTHER HARM TO THE LIFE OR PHYSICAL INTEGRITY OF A PERSON, OR FOR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE BELGIAN LAW. NO LIMITATION OR EXCLUSION IN THIS SECTION 10 APPLIES SO AS TO DEPRIVE THIS AGREEMENT OF ITS ESSENTIAL SUBSTANCE.

10.3 SUBJECT TO SECTION 10.2, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, GOODWILL OR DATA, HOWEVER CAUSED, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11. TERM AND TERMINATION

11.1 Term of Agreement. This Agreement commences on the Effective Date and continues until the Subscription Term has been terminated in accordance with Section 11.2, or this Agreement is otherwise terminated in accordance with this Section 11. If the Customer uses the Services under a Trial Period and does not purchase User Subscriptions before the Trial Period ends, this Agreement terminates at the end of the Trial Period.

11.2 Subscription Term. The Subscription Term commences on the start date specified in the applicable Order Form and continues for an indefinite period. Either party may terminate this Agreement, and the User Subscriptions under it, for convenience at any time by giving the other party prior written notice (the "Notice Period") of at least one (1) month where the Customer is billed monthly, or at least three (3) months where the Customer is billed annually. Termination takes effect at the end of the Notice Period.

11.3 Termination for Cause. Either party may terminate this Agreement for cause (i) upon ten (10) days' written notice of a material breach that remains uncured at the end of that period, or (ii) immediately if the other party becomes subject to bankruptcy, insolvency, receivership, liquidation or a comparable proceeding.

11.4 Obligations on Termination. On termination or expiry: (a) all rights of use immediately cease and the Customer shall stop using the Services; (b) the Customer shall pay all amounts due through the effective date of termination; (c) each party shall return or destroy the other party's Confidential Information; and (d) Salesforce may dispose of the Customer's Data in accordance with the Customer's agreement with Salesforce; Adure has no control over such disposal.

11.5 Surviving Provisions. Sections 5 (Fees and Payment, to the extent of amounts owed), 6 (Proprietary Rights), 7 (Confidentiality), 8.4 (Processing of Personal Data, until Customer's Data is deleted or returned in accordance with the DPA), 9.4 (Disclaimer), 10 (Limitation of Liability), 11.5 (Surviving Provisions), 13 (Notices, Governing Law and Jurisdiction) and 14 (General Provisions) survive termination or expiry of this Agreement.

12. INSURANCE

Adure shall maintain, for the term of this Agreement, professional indemnity and public liability insurance with reasonable coverage limits appropriate to the scale of the Services, currently professional indemnity cover of €250,000 and general/public liability cover of €2,500,000 per claim. Evidence of coverage will be provided to the Customer upon reasonable request.

13. NOTICES, GOVERNING LAW AND JURISDICTION

13.1 Governing Law and Jurisdiction. This Agreement, including all Order Forms and Schedules, is governed by Belgian law. Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of the judicial district of Adure BV's registered seat, being at the date of this Agreement the Enterprise Court of Ghent, Ghent division, and on appeal the Court of Appeal of Ghent.

13.2 Manner of Giving Notice. Notices shall be in writing and are deemed given (i) on personal delivery, (ii) on the second business day after mailing, or (iii) where sent by email, on the first business day after the email reaches the recipient's email infrastructure, unless the sender receives an automated delivery-failure message. Confirmation of receipt is not a condition of a notice taking effect, but where the recipient confirms earlier, the notice is effective on the date of that confirmation. Notices to Customer shall be sent to the system administrator or billing contact designated in Customer's account. Notices to Adure shall be sent to Adure BV, Kleitstraat 24A, 9930 Lievegem, Belgium, or such other address as Adure may designate.

14. GENERAL PROVISIONS

14.1 Export Compliance. Each party represents it is not named on any applicable government denied-party list. The Customer shall not permit Users to access the Services in violation of applicable export control laws.

14.2 Anti-Corruption. Each party shall comply with applicable anti-bribery and anti-corruption laws.

14.3 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency or employment relationship.

14.4 No Third-Party Beneficiaries. Except for Salesforce as set out in Schedule 1, this Agreement confers no rights on any third party.

14.5 Waiver. No failure or delay in exercising a right under this Agreement constitutes a waiver of that right.

14.6 Severability. If any provision is held invalid or unenforceable, it shall be modified to the minimum extent necessary to be enforceable, and the remaining provisions shall remain in full force.

14.7 Assignment. Neither party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld, except that either party may assign this Agreement to an Affiliate or in connection with a merger, acquisition or sale of substantially all its assets, provided the assignee is not a direct competitor of the other party.

14.8 Entire Agreement. This Agreement, including all Schedules and Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements or representations on its subject matter. No modification requested by the Customer is effective unless in writing and agreed by both parties. Adure may update this Agreement (as published and referenced by the Order Form) from time to time by giving the Customer notice (including by email or by posting the updated Agreement); the updated Agreement takes effect on the date stated in the notice, and the Customer's continued use of the Services after that date constitutes acceptance. If the Customer objects to a material change, the Customer may terminate this Agreement, without cost or penalty, on written notice given before the change takes effect. In that case the change does not apply to the Customer, and the existing terms continue to apply until termination takes effect at the end of the then-current Notice Period under Section 11.2 or on such earlier date as the Customer specifies in the notice. In case of conflict, the following order of precedence applies, from highest to lowest: (i) the DPA and its Data Annex, in respect of the processing of personal data; (ii) Schedule 1 (Salesforce Terms of Use), in respect of the Customer's use of the Salesforce Platform; (iii) the applicable Order Form; (iv) the applicable Product Schedule, in respect of the App to which it relates; (v) the body of this Agreement; and (vi) any other Schedule.

Schedule 1 - Salesforce Terms of Use

These Terms of Use govern the Customer's use of the Salesforce Platform in connection with Adure's provision of the Services and are in addition to the Agreement. In the event of conflict between this Schedule and the body of the Agreement, this Schedule prevails solely with respect to the Customer's use of the Salesforce Platform.

1\. The Customer's right to use the Salesforce Platform under this Agreement is limited to use via the Services and does not include a right to use the general Salesforce CRM application. If Customer's access to the Services provides Customer with access to Salesforce functionality beyond what is described in the Documentation, Customer agrees not to access or use such functionality; doing so is a material breach of this Agreement.

2\. Adure is the sole provider of the Services, and the Customer is contracting solely with Adure. Salesforce has no obligation to provide the Services or refund any fees paid to Adure if Adure ceases operations.

3\. Salesforce reserves all right, title and interest in and to the Salesforce Platform, including all related intellectual property rights.

4\. Salesforce disclaims all warranties with respect to the Salesforce Platform and the Services to the maximum extent permitted by law, and shall have no liability to the Customer or any User for any damages arising from use of the Salesforce Platform.

5\. Salesforce is a third-party beneficiary of this Agreement solely as it relates to this Schedule 1.

Schedule 2 - Support

Customer may raise support requests via support@adure.io. Support is available during Adure's normal business hours, 9:00 AM to 6:00 PM CET, Monday to Friday, excluding Belgian public holidays. Requests raised outside these hours will be picked up on the next business day.

Adure does not offer a service level agreement and does not commit to specific response or resolution times. Adure will use commercially reasonable efforts to address support requests within a reasonable time given their nature and severity, but all response and resolution times are provided on a best-effort basis only and are not contractual commitments. Nothing in this Schedule creates a right to service credits, refunds, or any other remedy for a particular response or resolution time.

Support requests arising from issues in the Salesforce Platform, Non-Adure Applications, or third-party hardware or network infrastructure are outside the scope of this Schedule, and Adure has no responsibility for such issues.


Version history

Version

Change

1.0

Initial published version.