Terms & Conditions - DataIAm for FSC

Introduction and acceptance

These Terms & Conditions ("Terms") govern your installation and use of DataIAm for FSC, a Salesforce-native application published by Data I Am, Inc. ("DataIAm", "Company", "we", "us", or "our"). They are a binding agreement between DataIAm and the organization on whose behalf the application is installed ("Customer", "you", or "your").

You accept these Terms by installing the application in a Salesforce org, by executing an order that references them, or by using the application. If you do not agree to these Terms, do not install or use the application.

These Terms apply specifically to DataIAm for FSC. They do not govern the DataIAm ("Fix & Load") hosted data loader application available at app.dataiam.com, which is governed by separate terms.

Our Privacy Policy is incorporated into these Terms by reference.

Definitions

"Application" means DataIAm for FSC, including all managed packages, unlocked packages, and data kits published by DataIAm under the name DataIAm for FSC, all components delivered within them, and any documentation.
"Customer Data" means all data, records, and content that Customer or its users load into, process through, or generate using the Application within Customer's Salesforce Org.
"Documentation" means the installation, configuration, and user documentation DataIAm makes generally available for the Application.
"Order" means an order form, Salesforce AppExchange checkout, subscription confirmation, or other written arrangement under which Customer subscribes to the Application.
"Salesforce" means Salesforce, Inc. and its affiliates.
"Salesforce Org" means the Salesforce instance or instances licensed to and controlled by Customer in which the Application is installed.
"Salesforce Platform" means the Salesforce services on which the Application runs, including Sales Cloud, Service Cloud, Financial Services Cloud, and Data Cloud ("Data 360").
"Subscription Term" means the period stated in the applicable Order during which Customer is licensed to use the Application.

Relationship to Salesforce

Independence

DataIAm is an independent software provider. The Application is not a Salesforce product. DataIAm is not affiliated with, endorsed by, or sponsored by Salesforce. Salesforce is not a party to these Terms and has no obligations to Customer under them.

Customer's Salesforce agreement

Customer's use of the Salesforce Platform is governed by Customer's own agreement with Salesforce. Customer is responsible for maintaining valid Salesforce licenses and entitlements sufficient to run the Application, including any Financial Services Cloud, Data Cloud, and Data Cloud consumption entitlements the Application requires. DataIAm does not provide, resell, or include Salesforce licenses.

AppExchange terms

Where Customer obtains the Application through Salesforce AppExchange, Customer's installation is also subject to the terms Salesforce imposes on AppExchange installations. In the event of a conflict between those terms and these Terms with respect to the Salesforce Platform, the Salesforce terms control as to the Platform; these Terms control as to the Application.

Platform dependency

The Application runs entirely on the Salesforce Platform and depends on it for compute, storage, availability, and security. DataIAm is not responsible for the availability, performance, security, or continuity of the Salesforce Platform, for changes Salesforce makes to its APIs, data models, governor limits, or platform behavior, or for any resulting effect on the Application.

Scope limited to Platform capabilities

The Application operates using the capabilities the Salesforce Platform makes available. DataIAm's obligations extend only to functionality that can be delivered within the Salesforce Platform's supported features, APIs, governor limits, and entitlements as they exist from time to time. DataIAm is not obligated to provide functionality that the Salesforce Platform does not support, restricts, or later removes, and any such limitation is not a breach of these Terms or of the warranty in Section 11.

License grant

Grant

Subject to these Terms and payment of applicable fees, DataIAm grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the Subscription Term to install and use the Application in Customer's Salesforce Org for Customer's internal business purposes, in the number of orgs and for the number of users stated in the applicable Order.

Managed and unlocked packages

The Application is delivered as one or more managed packages and one or more unlocked packages. The number and composition of packages may change across versions. The managed packages contain DataIAm's proprietary logic and are delivered in a form that restricts modification and inspection. Unlocked packages contain components intended to be configurable by Customer. Customer may configure and extend components delivered in unlocked packages for its own internal use, subject to Section 4.3.

Restrictions

Customer will not, and will not permit any third party to:

Copy, reproduce, or distribute the Application except as required to install it in Customer's own Salesforce Org.
Sell, resell, rent, lease, sublicense, or make the Application available to any third party, including as a service bureau or on a time-sharing basis.
Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, structure, or underlying ideas of the Application, except to the extent this restriction is prohibited by applicable law.
Modify, adapt, or create derivative works of any managed package.
Remove, obscure, or alter any proprietary notices contained in the Application.
Use the Application to develop a competing product, or to benchmark the Application for publication without DataIAm's prior written consent.
Circumvent any usage limits, licensing controls, or technical restrictions in the Application.
Use the Application in violation of applicable law or in a manner that infringes the rights of any third party.

Reservation of rights

All rights not expressly granted in these Terms are reserved by DataIAm and its licensors. These Terms grant a license to use the Application; they do not transfer ownership of it.

Installation and Customer responsibilities

Installation

Installation into Customer's Salesforce Org may be performed by Customer, by a party Customer authorizes, or by DataIAm where Customer requests it and grants the necessary access. Regardless of who performs the installation, Customer remains responsible for authorizing the installation, for the configuration decisions applied to its Salesforce Org, and for the responsibilities set out in Section 5.2. Where DataIAm performs installation or configuration, it does so within the access Customer grants and in accordance with Section 7.2.

Customer responsibilities

Customer is responsible for:

Maintaining valid Salesforce licenses and entitlements sufficient to operate the Application.
Configuring the Application appropriately for its intended use, including data source connections, mappings, and processing rules.
The accuracy, quality, legality, and integrity of Customer Data and of the external data sources Customer connects.
All access decisions within its Salesforce Org, including user provisioning, permission sets, profiles, and sharing rules.
Testing the Application in a sandbox or non-production environment before deploying to production, and before accepting any upgrade.
Maintaining backups of Customer Data in accordance with Customer's own requirements.
Compliance with all laws applicable to Customer Data, including data protection, financial services, and records retention requirements.

Production use

Customer acknowledges that the Application performs data transformation and loading operations that create, modify, and may overwrite records in Customer's Salesforce Org. Customer is responsible for verifying the configuration and results of any job before running it against production data and for maintaining the ability to restore its data.

Customer Data

Ownership

As between the parties, Customer owns all right, title, and interest in Customer Data. DataIAm acquires no ownership interest in Customer Data.

Location and access

The Application operates entirely within Customer's Salesforce Org. Customer Data processed by the Application is stored within that org. DataIAm does not host, store, transmit, or replicate Customer Data outside Customer's Salesforce Org, and does not maintain telemetry, analytics, or logging systems outside Customer's environment for the Application.

DataIAm has no access to Customer Data by default. DataIAm personnel can access Customer's Salesforce Org only where Customer expressly grants access using standard Salesforce mechanisms, and only for the scope and duration Customer permits. All such access is subject to Salesforce's audit trail. DataIAm operates no back-door or out-of-band access path into Customer's Salesforce Org.

Processing during support

Where Customer grants DataIAm access for support, implementation, or customization, DataIAm processes Customer Data solely to perform the requested services and in accordance with Customer's instructions. Where Customer Data includes personal information, such processing is governed by a data processing agreement between the parties. In the absence of an executed data processing agreement, DataIAm will process personal information only to the extent necessary to perform the requested services and will not retain it after the engagement ends.

Aggregated and operational data

Where Customer voluntarily provides DataIAm with logs, error reports, or configuration information for support purposes, DataIAm may use that information to diagnose and resolve the issue and to improve the Application. DataIAm will not use Customer Data to train artificial intelligence models.

Support and professional services

Support

DataIAm provides support for the Application in accordance with the support terms stated in the applicable Order or in DataIAm's then-current published support policy. Support covers defects in the Application. It does not cover issues arising from Customer's configuration, Customer's data, Customer's customizations, the Salesforce Platform, or third-party systems Customer connects.

Access for support

Where resolution of a support request requires DataIAm to examine Customer's Salesforce Org, Customer grants access using standard Salesforce mechanisms, including sandbox access or a scoped user account in a non-production org where practical. Customer may revoke access at any time. DataIAm will work within the boundaries of the access granted and will not request or use credentials belonging to Customer personnel.

Professional services

Implementation, configuration, customization, and similar professional services are provided only where separately agreed in an Order or statement of work. Deliverables, fees, and acceptance criteria for such services are as stated in that document. Customizations Customer or DataIAm builds within Customer's Salesforce Org are Customer's responsibility to maintain and are not covered by the Application warranty in Section 11.

Included service hours

An Order may include a specified number of professional service hours at no additional charge. Included hours are stated in the Order, are available during the Subscription Term in which they are granted, and expire at the end of that term unless the Order states otherwise. Included hours do not carry over, are not refundable, and are not exchangeable for a credit or fee reduction. Work performed beyond the included hours is chargeable at DataIAm's then-current rates or as stated in the applicable Order. Section 7.3 governs the delivery of all professional services, whether included or chargeable.

Updates, upgrades, and version support

Managed package upgrades

DataIAm may make new versions of any managed package available and may initiate push upgrades through AppExchange. Customer controls whether to accept an upgrade. DataIAm will provide reasonable notice of upgrades that materially change functionality or that require Customer action.

Unlocked package upgrades

Upgrades to the unlocked packages are initiated by Customer. Customer is responsible for applying them and for reconciling them with any customizations Customer has made.

Version support

DataIAm supports the current version of the Application and the immediately preceding major version. Customer running an unsupported version may be required to upgrade before DataIAm can investigate a support request.

Changes to functionality

DataIAm may modify, enhance, or discontinue features of the Application. Where DataIAm discontinues a material feature, it will provide reasonable prior notice. DataIAm may deprecate the Application in its entirety on not less than ninety days' written notice, in which case Customer's sole remedy is a pro-rata refund of prepaid, unused fees.

Fees, billing, and taxes

Fees. Fees are as stated in the applicable Order. Unless the Order states otherwise, fees are payable in advance and are non-refundable except as expressly provided in these Terms. Except for the warranty remedy in Section 11.1, fees are non-refundable, including where Customer stops using the Application, is suspended, or terminates before the end of a Subscription Term. No credit or refund is given for partial terms or unused capacity.
Billing through AppExchange. Where Customer subscribes through AppExchange, billing and payment may be handled by Salesforce or by a payment processor. The applicable checkout terms govern payment mechanics.
Direct billing. Where Customer subscribes directly, invoices are payable within thirty days of the invoice date unless the Order states otherwise.
Late payment. Overdue amounts may accrue interest at the lesser of one and one-half percent per month or the maximum rate permitted by law. DataIAm may suspend access to support and to upgrades while payment is materially overdue.
Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, VAT, GST, and similar taxes, excluding taxes on DataIAm's net income.
Changes to fees. DataIAm may change fees effective on renewal, with not less than thirty days' notice before the end of the then-current Subscription Term.

Term, renewal, and termination

Term and renewal

The Subscription Term is as stated in the applicable Order. Unless the Order states otherwise, subscriptions renew automatically for successive periods equal to the initial term. Either party may elect not to renew by giving written notice not less than thirty days before the end of the then-current term.

Termination for cause

Either party may terminate these Terms if the other party materially breaches them and fails to cure the breach within thirty days of written notice. DataIAm may terminate or suspend immediately where Customer's use of the Application violates Section 4.3, infringes DataIAm's intellectual property, or creates a security or legal risk.

Effect of termination

On expiry or termination:

All licenses granted under these Terms terminate immediately.
Customer will cease using the Application and will uninstall all packages comprising the Application from all Salesforce Orgs within thirty days.
Customer Data remains in Customer's Salesforce Org and under Customer's control. DataIAm holds no copy of Customer Data to return or delete.
Customer will pay all fees accrued through the effective date of termination.
Sections addressing definitions, ownership, confidentiality, disclaimers, limitation of liability, indemnification, governing law, and general provisions survive.

Data before uninstall

Customer is responsible for extracting or preserving any records, logs, or configuration it wishes to retain before uninstalling the Application. Uninstalling the Application may delete custom objects and records created by that package in accordance with Salesforce's uninstall behavior.

Suspension

DataIAm may suspend Customer's right to use the Application where Customer's account is overdue or where continued use would violate Section 4.3 or create a security or legal risk. Suspension withdraws Customer's licence to operate the Application, including the right to run new jobs, receive support, and receive upgrades, for the duration of the suspension. Suspension does not require Customer to uninstall the Application, and Customer's configuration and Customer Data remain in Customer's Salesforce Org. DataIAm will restore access promptly once the cause of suspension is resolved. Suspension does not relieve Customer of fees accrued before or during the suspension.

Warranties and disclaimers

Limited warranty

DataIAm warrants that, during the Subscription Term, the Application will perform materially in accordance with the Documentation when installed and used as described in the Documentation on a supported version of the Salesforce Platform. Customer's exclusive remedy, and DataIAm's entire liability, for breach of this warranty is for DataIAm to use commercially reasonable efforts to correct the non-conformity or, if DataIAm cannot do so within a reasonable period, to terminate the affected subscription and refund prepaid, unused fees for the remainder of the then-current term.

Exclusions

The warranty in Section 11.1 does not apply to issues arising from Customer's configuration or customizations, Customer Data, the Salesforce Platform, third-party systems, use of the Application other than as described in the Documentation, or any version of the Application other than the then-current supported version.

Disclaimer

Except as expressly stated in Section 11.1, the Application is provided "AS IS" and "AS AVAILABLE". DataIAm disclaims all other warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. DataIAm does not warrant that the Application will be uninterrupted, error-free, or free of harmful components, that it will meet Customer's requirements, or that data transformation results will be complete or accurate in every case.

Limitation of liability

Exclusion of indirect damages

To the fullest extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, lost goodwill, or loss, corruption, or unavailability of data, arising out of or relating to these Terms or the Application, regardless of the theory of liability and even if the party has been advised of the possibility of such damages.

Liability cap

To the fullest extent permitted by law, each party's total aggregate liability arising out of or relating to these Terms will not exceed the total fees paid or payable by Customer to DataIAm for the Application in the twelve months immediately preceding the event giving rise to the claim.

Exclusions from the cap

The limitations in Sections 12.1 and 12.2 do not apply to Customer's payment obligations, to either party's indemnification obligations under Section 13, to breach of confidentiality obligations, to Customer's breach of the license restrictions in Section 4.3, or to liability that cannot be limited under applicable law.

Allocation of risk

The parties acknowledge that the limitations in this Section reflect an agreed allocation of risk and form an essential basis of the bargain, and that DataIAm's pricing reflects this allocation.

Indemnification

By DataIAm

DataIAm will defend Customer against any third-party claim alleging that the Application, as provided by DataIAm and used in accordance with these Terms, infringes that third party's patent, copyright, trademark, or trade secret rights, and will indemnify Customer against damages and costs finally awarded or agreed in settlement, provided Customer promptly notifies DataIAm of the claim, gives DataIAm sole control of the defense and settlement, and provides reasonable cooperation.

If the Application becomes, or DataIAm believes it may become, the subject of such a claim, DataIAm may at its option procure the right for Customer to continue using it, modify or replace it so it is non-infringing, or terminate the affected subscription and refund prepaid, unused fees. DataIAm has no obligation for claims arising from Customer's customizations, Customer Data, combination of the Application with items not supplied by DataIAm where the claim would not have arisen but for the combination, or use of a version other than the then-current supported version.

By Customer

Customer will defend and indemnify DataIAm against any third-party claim arising from Customer Data, from Customer's use of the Application in violation of these Terms or applicable law, or from Customer's customizations, subject to the same notice, control, and cooperation conditions.

Confidentiality

Each party may receive information of the other that is marked confidential or that a reasonable person would understand to be confidential, including the Application's non-public functionality, DataIAm's pricing, and Customer's business and technical information ("Confidential Information"). Each party will use the other's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to personnel and advisers who need it and are bound by confidentiality obligations.

These obligations do not apply to information that is or becomes public without breach, was known without restriction before disclosure, is independently developed without use of the Confidential Information, or is lawfully received from a third party without restriction. A party may disclose Confidential Information where required by law, giving the other party reasonable prior notice where legally permitted.

Intellectual property

DataIAm property. DataIAm and its licensors own all right, title, and interest in the Application, including all software, data models, logic, designs, Documentation, trademarks, and all intellectual property rights in them.
Customer property. Customer owns Customer Data and its own configurations and customizations built in its Salesforce Org, excluding any DataIAm components incorporated in them.
Feedback. If Customer provides suggestions, feature requests, or other feedback about the Application, DataIAm may use it without restriction or obligation, and Customer grants DataIAm a perpetual, irrevocable, royalty-free licence to do so.
Trademarks. Neither party may use the other's name, logo, or trademarks without prior written consent, except as permitted in Section 17.

Compliance with law

General compliance. Each party will comply with all laws applicable to its performance under these Terms.
Export control and sanctions. Customer represents that it is not located in, and will not use the Application in, any country subject to a comprehensive embargo administered by the United States, and that it is not listed on any United States government list of prohibited or restricted parties. Customer will not export or re-export the Application in violation of applicable export control laws.
Regulated data. The Application is not designed or certified for use with cardholder data subject to PCI DSS or with protected health information subject to HIPAA. Customer will not use the Application to process such data unless the parties have agreed otherwise in writing.

Publicity

DataIAm may identify Customer as a customer and use Customer's name and logo in customer lists, on its website, and in AppExchange listings, in a factual and non-endorsing manner. Any other public reference, including case studies, quotations, and press releases, requires Customer's prior written consent. Customer may withdraw consent to the use of its name and logo on thirty days' written notice.

Beta and preview features

DataIAm may make features available on a beta, preview, pilot, or early-access basis. Such features are identified as such, are provided "AS IS" without warranty of any kind, may be modified or withdrawn at any time, and are excluded from the warranty in Section 11.1 and from any support commitment. Customer uses them at its own risk and should not use them with production data unless DataIAm confirms in writing that doing so is supported.

Changes to these Terms

DataIAm may update these Terms from time to time to reflect changes to the Application, to its business, or to legal requirements. We will notify you of any significant changes by posting the updated Terms on our website. Where a change is material and adverse to Customer, DataIAm will also provide not less than thirty days' notice before the change takes effect, by email to Customer's designated contact or by notice within the Application, and the change will apply from the start of Customer's next renewal term. Non-material changes take effect when posted.

Continued use of the Application after a change takes effect signifies your agreement to the updated Terms.

Governing law and dispute resolution

These Terms are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

The parties will first attempt to resolve any dispute through good-faith discussion between representatives with authority to settle, for a period of thirty days after written notice of the dispute. Any dispute not resolved in that period will be brought exclusively in the state or federal courts located in US, Delaware, and each party consents to the personal jurisdiction of those courts and waives any objection to venue.

Nothing in this Section prevents either party from seeking injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

General provisions

Entire agreement. These Terms, together with any applicable Order, statement of work, and data processing agreement, constitute the entire agreement between the parties regarding the Application and supersede all prior proposals and understandings on that subject. Terms contained in a Customer purchase order or similar document are of no effect.
Order of precedence. In the event of conflict, an executed Order or statement of work signed by both parties controls over these Terms as to the subject matter of that document.
Assignment. Customer may not assign these Terms without DataIAm's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets, provided the successor is not a competitor of DataIAm. DataIAm may assign these Terms without restriction. Any attempted assignment in breach of this provision is void.
Subcontractors. DataIAm may use subcontractors to perform its obligations and remains responsible for their performance.
Independent contractors. The parties are independent contractors. These Terms create no partnership, joint venture, agency, or employment relationship.
Force majeure. Neither party is liable for failure or delay in performance caused by circumstances beyond its reasonable control, excluding payment obligations.
Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions remain in full force.
No waiver. Failure to enforce any provision is not a waiver of that provision or of any other.
Notices. Notices to DataIAm are sent to the address in Section 22. Notices to Customer are sent to the contact designated in the Order or, absent one, to the administrative contact of the Salesforce Org in which the Application is installed.
No third-party beneficiaries. These Terms create no rights in any third party, including Salesforce.