Conga Quote Generation for Salesforce CPQ, Conga Quote Generation for Salesforce CPQ+ and Conga Invoice Generation License Agreement

PLEASE SCROLL DOWN AND READ CAREFULLY ALL TERMS AND CONDITIONS CONTAINED IN THIS LICENSE AGREEMENT (THIS “AGREEMENT”) BEFORE USING THE SOFTWARE DEFINED HEREIN AS THE “SERVICE”.

BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE INSTALLATION OR BY DOWNLOADING THE SOFTWARE AS PART OF THE PROVISIONING PROCESS CUSTOMER AGREES TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING CUSTOMER’S USE OF THE SERVICES (DEFINED BELOW) OFFERED BY APPEXTREMES, LLC DBA CONGA (“CONGA”) AND CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ AND UNDERSTANDS THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “CUSTOMER,” SHALL REFER TO SUCH ENTITY OR INDIVIDUAL, TOGETHER CONGA AND CUSTOMER AS “PARTY” OR “THE PARTIES.” IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, CUSTOMER MUST SELECT THE “I DECLINE” BUTTON OR DO NOT INSTALL THE SERVICE AND CUSTOMER MAY NOT USE THE SERVICE. THIS AGREEMENT IS EFFECTIVE WHEN CUSTOMER CLICKS “I ACCEPT” BELOW OR CUSTOMER DOWNLOADS OR BEGINS USING THE SERVICE, WHICHEVER IS EARLIER (“EFFECTIVE DATE”).

The Service

This Agreement governs Customer’s use of the software solutions owned by Conga or an affiliate identified in an Order Form and Exhibit A (the “Service“). Customer agrees that its subscription to the Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by Conga or Third-Party Provider regarding future functionality or features.

1. Definitions

Appropriate Security Measures” means commercially reasonable technical, physical and procedural controls to (i) protect Customer Data against destruction, loss, alteration, unauthorized disclosure to third parties, and unauthorized access by employees or contractors employed by Conga, and (ii) prevent the introduction of malicious code into the Service and Content.

Conga System” means the hardware, software, network equipment, and other technology used by Conga to deliver the Service, and any other of Conga’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know- how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Conga in providing the Service.

Customer Data” means any information (including without limitation personally identifiable information and Customer templates) provided, made available, or submitted by Customer to the Service or retrieved by the Service from another source as direct by Customer other than user details.

Content” means the visual information, documents, software, products and services contained or made available to Customer in the course of using the Service, other than Customer Data.

Documentation” means Conga’s published documentation, knowledge base articles and other content, and technotes that are generally made available by Conga to Customer, including without limitation the materials located at www.getconga.com/productspecification.

Order Form” means a Third-Party Provider order form signed by authorized representatives of Third-Party Provider and Customer describing the Services purchased, associated fees, and other terms agreed to by those parties.

Invoice Event” means (i) the execution of a single Conga Invoice Generation URL triggered via link, a button with Salesforce Billing, Conga Workflow, Conga Conductor, or any programmatic means, (ii) the generation of any document output file from Conga Invoice Generation containing one or more documents, or (iii) the scheduled execution of an individual Conga Composer schedule or Conga Conductor, regardless of whether any output file is distributed. Invoice Events are calculated per document generated.

Third Party Provider” means salesforce.com, inc.

2. License Grant. Subject the terms and conditions of this Agreement, during the term of this Agreement, Conga grants Customer a limited, nonexclusive, non-transferable (except as provided in Section 16), non-sublicensable, world-wide, royalty-free license to access and use the Service in the United States, and its territories and any other country in which the same may be lawfully used and by the quantity of Users (and/or up to the volume of Invoice Events) as specified in an associated Order Form or in the Agreement, in accordance with the this Agreement and solely for Customer’s internal business purposes subject to Section 7. Customer may allow its affiliates to use the Service and Customer shall remain responsible for such use. Customer’s rights to the Service are limited to the licenses expressly granted to Customer in this Agreement. Conga reserves all rights not expressly granted in this Agreement. Customer acknowledges and agrees that Conga has the right to modify the Service at any time for any reason without notice to Customer but will not materially alter its core functionality. Conga may audit and track Customer’s access and use of the Service including its user details, as well as the Customer’s configuration to improve the Service, provide necessary support and to market other Conga products to Customer.

a. This license grant for Conga Invoice Generation is limited to 1,000 Invoice Events per month. The limit for Invoice Events in a single month is capped at 1,000. Invoice Events are not rolled over from month-to-month. In the event Customer’s usage of the Conga Invoice Generation Service exceeds 1,000 Invoice Events in a single month, Customer will no longer be able to execute an Invoice Event and Customer should contact Conga to purchase additional Invoice Events. The purchase of additional Invoice Events may be under different payment terms than the payment terms between Customer and Third-Party Provider.

3. Third-PartySoftware. Customer acknowledges and agrees that the Services is provided within third-party software and that except where provided herein, any terms and conditions agreed between the Third-Party Provider and Customer shall not increase, limit, or modify any of the terms and conditions in this Agreement. If Customer purchases additional products from Conga such purchases and terms of use will be separate from this Agreement and will be governed exclusively under those agreed upon terms and conditions.

4. Data Processing Addendum and Security. Conga Data Processing Addendum (“DPA”) is available at https://getconga.com/dpa- msa/ and is incorporated in the Agreement by reference when the GDPR applies to Customer’s use of the Services to process Customer Data (the URL may be updated from time to time). a. Customer Data submitted to the Services from Switzerland or the EU to the U.S., is within the scope of the annual Privacy Shield Program administered by the U.S. Department of Commerce. The current self-certification is available at https://www.privacyshield.gov/list by searching for AppExtremes, LLC DBA Conga. b. Conga has implemented and will maintain Appropriate Security Measures based upon industry best practices and feedback from third- party audits. Audit reviews and summary results and any recommended action items will be made available upon written request by Customer. Conga maintains the Service (space, power, physical security, environmentals) with leading, world-class hosting providers. Conga will reasonably cooperate with Customer to obtain certification documentation (SOC2/ISO) from hosting providers upon request. c. Customer acknowledges and agrees that with each use of the Service initiated by Customer’s salesforce.com authenticated users that the Service will access Customer’s salesforce.com account to retrieve, manipulate, process, and modify Customer Data based on Customer’s configuration of the Service and Customer expressly consent to such access solely as is necessary to provide the Service. If the Service cannot for any reason access Customer’s salesforce.com account outside of Conga’s control, Conga will be excused from any nonperformance of the Service. Customer acknowledges that to provide the Service, Customer Data leaves the salesforce.com system. Third Party Provider is not responsible for Customer Data when it is outside of the salesforce.com system.

5. Rights, Title, and Interest to Services. Except as otherwise set forth herein, Conga and its affiliates remain the owner of all right, title, and interest in and to the Services and all associated intellectual property and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or any other party relating to the Service. Nothing contained herein shall be deemed to convey to Customer any title, right, or interest in and to such Services or any trademarks, service marks, or intellectual property rights of Conga or its affiliates. Neither Party will use the other Party’s name, trademarks or service marks without the written consent of the other Party.

6. Rights, Title, and Interest in Customer Data. Customer retains all right, title and interest in and to the Customer Data. Customer grants to Conga all necessary licenses in and to Customer Data solely as necessary for Conga to provide the Service to Customer. Conga will not use or access any Customer Data except as necessary to provide the Service or support.

7. Restrictions. Customer shall not (i) license, sublicense, sell, resell, use as a service bureau, or otherwise use the Service for a third party’s benefit unless such use has been authorized by Conga; (ii) transfer, assign, distribute or otherwise commercially exploit or make the Service, Conga’s System or Content available to any third party not authorized by Conga; (iii) modify or make derivative works based upon the Service or the Content; (iv) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; (v) reverse engineer or decompile the Service or Conga System; (vi) interfere with or make use of the Service in any manner not consistent with the Documentation, (vii) access the Service for purposes of monitoring its availability, performance (including penetration testing), functionality, competitive purposes or (vii) use the Service in violation of any other entity or person’s rights.

8. No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN EXHIBIT A, CONGA MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND CONGA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Limitations of Liability; No Duty to Supportor Update. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CONGA’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS AGREEMENT AND THE SERVICE, WHETHER IN CONTRACT OR TORT OR OTHERWISE, EXCEED THE LIABILITY ALLOWED FOR AND AGREED UPON IN THE AGREEMENT BETWEEN CUSTOMER AND THIRD-PARTY PROVIDER FOR WHICH THE SERVICES ARE PURCHASED INCLUDING ALL LIMITATIONS ON THE FORM AND TYPE OF DAMAGES DISCLAIMED AND ANY SINGLE OR AGGREGATE LIMITS ON LIABILITY AGREED TO THEREIN BETWEEN CUSTOMER AND THIRD-PARTY PROVIDER.  THE PARTIES ACKNOWLEDGE AND AGREE THAT NEITHER PARTY WOULD NOT ENTER INTO THIS AGREEMENT NOR WOULD CUSTOMER USE THE SERVICE WITHOUT THESE LIMITATIONS ON LIABILITY.

Customer also acknowledges that Conga has no duty to update, supplement, support or otherwise modify the Service for Customer at any time.

10. Term and Termination. This Agreement commences on the Effective Date and will continue from the subscription start date specified in the associated Order Form unless terminated earlier as allowed in this Agreement (“Initial Term”). Upon the expiration of the Initial Term, the term of this Agreement and the associated Order Form(s) will extend as provided in the Order Form terms and conditions or the Third-Party Provider and Customer agreement. Either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach within 30 days after written notice of such breach. Non-payment by Customer to Third-party provider shall be considered a material breach by Customer.

11. Export and Compliance with Laws. Customer agrees that the Service will not be used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations. Customer will defend, indemnify, and hold harmless Conga from and against any violation of such laws or regulations by Customer or any of its agents, officers, directors, or employees. In carrying out its respective obligations under the Agreement, each Party shall comply with all applicable laws and regulations of the local country and of any other applicable country.

12. Notices. All notices required under this Agreement to Conga shall be provided in writing to legal@getconga.com and PO Box 7839 Broomfield, CO 80021. All notices to the Customer shall be provided to the most recent address provided by Customer to Conga or to the Third-Party Provider, including email.

13. Choice of Law; Exclusive Venue and Jurisdiction. This Agreement shall be governed by the laws under which the agreement between Third-Party Provider and Customer have agreed for the purchase of the Service.

14. Indemnification. Customer agrees to indemnify, defend and hold harmless Conga and its affiliates (and their officers, directors, agents, and employees) to the maximum extent that Customer has agreed to indemnify and hold harmless Third-Party Provider in the agreement between those parties. Conga agrees to indemnify, defend and hold harmless Customer (and their officers, directors, agents, and employees) to the maximum extent that Third-Party Provider has agreed to indemnify and hold harmless Customer in the agreement between Customer and Third-Party Provider. Customer and Conga agree to the procedures set for such indemnification as provided in the agreement between Customer and Third-Party Provider.

15. Entire Agreement. This Agreement, including any exhibits and addenda hereto and thereto, constitutes the entire understanding between the parties with respect to the subject matter thereof including references to terms Conga and Customer agree will be supplemented by the terms and conditions in a signed agreement between Third-party Provider and Customer. In the event that the parties have entered into prior agreements with respect to the Services such agreements are hereby terminated and made of no further force or effect.

16. Assignment. This Agreement may not be assigned by either Party without the prior written approval of the other Party, (such approval not to be unreasonably withheld) except in connection with (i) a merger, consolidation, or similar transaction involving (directly or indirectly) a Party, (ii) a sale or other disposition of all substantially all of the assets of a Party, (iii) to an affiliate, or (iv) any other form of combination or reorganization involving (directly or indirectly) such Party. If either Party assigns this Agreement in accordance with this Section 16 they shall provide notice to the other Party of such assignment. Any purported assignment in violation of this section shall be void.

17. Remedies; No Waiver. Customer acknowledges that the Service contains valuable trade secrets and proprietary information of Conga, that any actual or threatened breach of Section 7 of this Agreement may constitute immediate, irreparable harm to Conga for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. Conga acknowledges that Customer Data contains valuable trade secrets and proprietary information of Customer, that any actual or threatened breach of Customer Data may constitute immediate, irreparable harm to Conga for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach. No failure to exercise, nor any delay in exercising, on the part of either Party, any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy prevent any further or other right or remedy so long as the delay or partial exercise does not materially impact the other Party.

18. Independent Contractors. In performing under this Agreement, each Party shall at all times and for all purposes, constitute an independent contractor and not an employee or agent of the other Party any of its affiliates.

19. Survival. Any provision of this Agreement that, in order to give proper effect to its intent, shall survive the termination of this Agreement.

Exhibit A
Conga Service Schedule

In this Service Schedule, the term “Service” refers only to the following services offered by Conga: Conga Quote Generation for Salesforce CPQ, Conga Quote Generation for Salesforce CPQ+, and Conga Invoice Generation for Salesforce Billing.

1  Service Overview

1.1  The Service is a hosted set of software solutions that generate custom documents, presentations and reports using data and template files stored in Customer’s salesforce.com instance, created and implemented by Customer and executed by Customer’s authorized salesforce.com users.
1.2  All access and interactions between Customer’s salesforce.com users, the Service and Customer’s salesforce.com account are managed exclusively by Customer through Customer’s salesforce.com administration and security settings.
1.3  The Service is hosted in the continental United States, within the Europe, or Australia dependent on where Customer’s salesforce.com instance is located and the configuration of the Service. The Service does not transfer Customer Data outside the region in which the Service is configured to process Customer Data.
1.4  Support for the Service will be provided by Third Party Provider. The exact nature and scope of any support offered to Customer for the Services shall be determined by Customer and Third-Party Provider terms.
1.5  The Service uses template files as input. For the purpose of this Agreement, template files are limited to Microsoft Word as inputs. The Service has the ability to output files in several formats including PDF, HTML and Microsoft Word.

2  Customer’s Responsibilities

Customer shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service, and will notify Conga or Third-Party Provider promptly of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Conga or Third-Party Provider promptly and use reasonable efforts to stop immediately any unauthorized copying or distribution of the Service that is known or suspected by Customer or Customer’s users; and (iii) not impersonate another Service user or provide false identity information to gain access to or use the Service. Customer will not attempt to or use Customer’s access to the Service to knowingly interfere with or disrupt the integrity or performance of the Service or the data contained therein.

3 Product Specifications

Conga warrants that the Service will operate in conformance with the Product Specifications listed below in all material aspects. In the event of any breach of this warranty, as Conga’s sole obligation and Customer’s sole and exclusive remedy, Conga will use commercially reasonable efforts to fix the non-conformance.

3.1  Conga Invoice Generation for Salesforce Billing

  1. Merging Salesforce data into Conga templates;
  2. Launching a Conga Invoice Generation for Salesforce Billing button;
  3. Retrieving Salesforce data;
  4. Accessing Template Builder to create merge fields;
  5. Completed merges through the Conga Workflow endpoint;
  6. Completed merges through the Conga Conductor endpoint; and
  7. Billing Events may only be executed from the Salesforce Billing objects which include the namespace prefix of ‘blng.’

3.2  Conga Quote Generation for Salesforce CPQ and Conga Quote Generation for Salesforce CPQ+

  1. Merging Salesforce data into Conga templates;
  2. Launching a Conga Quote Generation for Salesforce CPQ button;
  3. Retrieving Salesforce data;
  4. Accessing Document Automation Wizard to create Conga Quote Generation for Salesforce CPQ solutions; and
  5. Accessing Template Builder to create merge fields.

Conga – CIG and CQG Rev. Sept 2018