Exhibit 10.12


 





 


MASTER SUBSCRIPTION
AGREEMENT


 


THIS
MASTER SUBSCRIPTION AGREEMENT GOVERNS CUSTOMER’S ACQUISITION
AND USE OF SFDC SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.


 


IF CUSTOMER REGISTERS
FOR A FREE TRIAL OF SFDC SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL
OR THOSE FREE SERVICES.


 


BY
ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR
(3) USING FREE SERVICES, CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF
OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO
THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER”
SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE
SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE
SERVICES.


 


The Services may
not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive
purposes.


 


SFDC’s
direct competitors are prohibited from accessing the Services, except with SFDC’s prior
written consent.


 


This
Agreement was last updated on April 23, 2021. It is effective between Customer and SFDC as of the date of Customer’s
accepting this Agreement (the “Effective Date”).


 


1.             DEFINITIONS


 


“Affiliate”
means any entity that directly or indirectly controls, is controlled by, or is under common control with
the subject entity. “Control,” for purposes
of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.


 


“Agreement”
means this Master Subscription Agreement.


 


“Beta
Services” means SFDC services or functionality that may be made available to Customer to
try at its option at no additional charge which is clearly designated as beta, pilot, limited release, developer preview, non-production,
evaluation, or by a similar description.


 


“Content”
means information obtained by SFDC from publicly available sources or its third party content providers
and made available to Customer through the Services, Beta Services or pursuant to an Order Form, as more fully described in the Documentation.


 


“Customer”
means in the case of an individual accepting this Agreement on his or her own behalf, such individual,
or in the case of an individual accepting this Agreement on behalf of a company or other legal entity, the company or other legal entity
for which such individual is accepting this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates)
which have entered into Order Forms.


 


“Customer
Data” means electronic data and information submitted by or for Customer to the Services,
excluding Content and Non-SFDC Applications.


 


“Documentation”
means the applicable Service’s Trust and Compliance documentation
at https://trust.salesforce.com/en/trust-and-compliance-documentation/ and its usage guides and policies, as updated from time
to time, accessible via help.salesforce.com or login to the applicable Service.


 


“Free
Services” means Services that SFDC makes available to Customer free of charge. Free Services
exclude Services offered as a free trial and Purchased Services.


 


“Malicious
Code” means code, files, scripts, agents or programs intended to do harm, including, for
example, viruses, worms, time bombs and Trojan horses.


 


“Marketplace”
means an online directory, catalog or marketplace of applications that interoperate with the Services,
including, for example, the AppExchange at http://www.salesforce.com/appexchange, or the Heroku add-ons catalog at https://elements.heroku.com/,
and any successor websites.


 






    Page 1 of 12


     


    

 


“Non-SFDC
Application” means a Web-based, mobile, offline or other software application functionality
that interoperates with a Service, that is provided by Customer or a third party and/or listed on a Marketplace including as Salesforce
Labs or under similar designation. Non-SFDC Applications, other than those obtained or provided by Customer, will be identifiable as
such.


 


“Order
Form” means an ordering document or online order specifying the Services to be provided
hereunder that is entered into between Customer and SFDC or any of their Affiliates, including any addenda and supplements thereto. By
entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party
hereto.


 


“Purchased
Services” means Services that Customer or Customer’s
Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Free Services or those provided pursuant to
a free trial.


 


“Services”
means the products and services that are ordered by Customer under an Order Form or online purchasing
portal, or provided to Customer free of charge (as applicable) or under a free trial, and made available online by SFDC, including associated
SFDC offline or mobile components, as described in the Documentation. “Services”
exclude Content and Non-SFDC Applications.


 


“SFDC”
means the salesforce.com company described in the “SFDC
Contracting Entity, Notices, Governing Law, and Venue” section below.


 


“User”
means, in the case of an individual accepting these terms on his or her own behalf, such individual,
or, in the case of an individual accepting this Agreement on behalf of a company or other legal entity, an individual who is authorized
by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by SFDC without
charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, SFDC at Customer’s
request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees,
consultants, contractors and agents of Customer, and third parties with which Customer transacts business.


 


		2.	SFDC
                                            RESPONSIBILITIES



 


		2.1	Provision
                                            of Purchased Services. SFDC will (a) make the Services and Content available to Customer
                                            pursuant to this Agreement, and the applicable Order Forms and Documentation, (b) provide
                                            applicable SFDC standard support for the Purchased Services to Customer at no additional
                                            charge, and/or upgraded support if purchased, (c) use commercially reasonable efforts to
                                            make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i)
                                            planned downtime (of which SFDC shall give advance electronic notice), and (ii) any unavailability
                                            caused by circumstances beyond SFDC’s
                                            reasonable control, including, for example, an act of God, act of government, flood, fire,
                                            earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving
                                            SFDC employees), Internet service provider failure or delay, Non-SFDC Application, or denial
                                            of service attack, and (d) provide the Services in accordance with laws and government regulations
                                            applicable to SFDC’s provision of its Services
                                            to its customers generally (i.e., without regard for Customer’s
                                            particular use of the Services), and subject to Customer’s
                                            use of the Services in accordance with this Agreement, the Documentation and the applicable
                                            Order Form.



 


		2.2	Protection
                                            of Customer Data. SFDC will maintain appropriate administrative, physical, and technical
                                            safeguards for protection of the security, confidentiality and integrity of Customer Data,
                                            as described in the Documentation. Those safeguards will include, but will not be limited
                                            to, measures designed to prevent unauthorized access to or disclosure of Customer Data (other
                                            than by Customer or Users). The terms of the data processing addendum at https://www.salesforce.com/company/legal/agreements.jsp
                                            (“DPA”) posted as of the Effective Date are hereby incorporated by reference.
                                            To the extent Personal Data from the European Economic Area (EEA), the United Kingdom and
                                            Switzerland are processed by SFDC, its Processor Binding Corporate Rules, the EU-US and/or
                                            Swiss-US Privacy Shield, and/or the Standard Contractual Clauses shall apply, as further
                                            set forth in the DPA. For the purposes of the Standard Contractual Clauses, Customer and
                                            its applicable Affiliates are each the data exporter, and Customer’s acceptance of
                                            this Agreement, and an applicable Affiliate’s execution of an Order Form, shall be
                                            treated as its execution of the Standard Contractual Clauses and Appendices. Upon request
                                            by Customer made within 30 days after the effective date of termination or expiration of
                                            this Agreement, SFDC will make Customer Data available to Customer for export or download
                                            as provided in the Documentation. After such 30-day period, SFDC will have no obligation
                                            to maintain or provide any Customer Data, and as provided in the Documentation will thereafter
                                            delete or destroy all copies of Customer Data in its systems or otherwise in its possession
                                            or control, unless legally prohibited.



 


		2.3	SFDC
                                            Personnel. SFDC will be responsible for the performance of its personnel (including its
                                            employees and contractors) and their compliance with SFDC’s
                                            obligations under this Agreement, except as otherwise specified in this Agreement.



 


		2.4	Beta
                                            Services. From time to time, SFDC may make Beta Services available to Customer at no
                                            charge. Customer may choose to try such Beta Services or not in its sole discretion. Any
                                            use of Beta Services is subject to the Beta Services terms at https://www.salesforce.com/company/legal/agreements.jsp.



 


		2.5	Free
                                            Trial. If Customer registers on SFDC’s
                                            or an Affiliate’s website for a free trial,
                                            SFDC will make the applicable Service(s) available to Customer on a trial basis free of charge
                                            until the earlier of (a) the end of the free trial period for which Customer registered to
                                            use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions
                                            ordered by Customer for such Service(s), or (c) termination by SFDC in its sole discretion.
                                            Additional trial terms and conditions may appear on the trial registration web page. Any
                                            such additional terms and conditions are incorporated into this Agreement by reference and
                                            are legally binding.






 






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ANY
DATA CUSTOMER ENTERS INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR CUSTOMER, DURING CUSTOMER’S
FREE TRIAL WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASES
APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD. CUSTOMER CANNOT TRANSFER DATA ENTERED OR CUSTOMIZATIONS
MADE DURING THE FREE TRIAL TO A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL (E.G., FROM ENTERPRISE EDITION TO PROFESSIONAL
EDITION); THEREFORE, IF CUSTOMER PURCHASES A SERVICE THAT WOULD BE A DOWNGRADE FROM THAT COVERED BY THE TRIAL, CUSTOMER MUST EXPORT CUSTOMER
DATA BEFORE THE END OF THE TRIAL PERIOD OR CUSTOMER DATA WILL BE PERMANENTLY LOST.


 


NOTWITHSTANDING
THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS”
SECTION AND “INDEMNIFICATION BY SFDC” SECTION
BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT
ANY WARRANTY AND SFDC SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL
PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SFDC’S
LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, SFDC
AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S
USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B)
CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY,
SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE
CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION
BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO SFDC AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S
USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S
INDEMNIFICATION OBLIGATIONS HEREUNDER.


 


CUSTOMER
SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING
THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.


 


		2.6	Free
                                            Services. SFDC may make Free Services available to Customer. Use of Free Services is
                                            subject to the terms and conditions of this Agreement. In the event of a conflict between
                                            this section and any other portion of this Agreement, this section shall control. Free Services
                                            are provided to Customer without charge up to certain limits as described in the Documentation.
                                            Usage over these limits requires Customer’s
                                            purchase of additional resources or services. Customer agrees that SFDC, in its sole discretion
                                            and for any or no reason, may terminate Customer’s
                                            access to the Free Services or any part thereof. Customer agrees that any termination of
                                            Customer’s access to the Free Services may be
                                            without prior notice, and Customer agrees that SFDC will not be liable to Customer or any
                                            third party for such termination. Customer is solely responsible for exporting Customer Data
                                            from the Free Services prior to termination of Customer’s
                                            access to the Free Services for any reason, provided that if SFDC terminates Customer’s
                                            account, except as required by law SFDC will provide Customer a reasonable opportunity to
                                            retrieve its Customer Data.



 


NOTWITHSTANDING
THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS”
SECTION AND “INDEMNIFICATION BY SFDC” SECTION
BELOW, THE FREE SERVICES ARE PROVIDED “AS-IS” WITHOUT
ANY WARRANTY AND SFDC SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE SERVICES UNLESS SUCH
EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SFDC’S LIABILITY
WITH RESPECT TO THE FREE SERVICES SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, SFDC AND ITS AFFILIATES AND ITS LICENSORS
DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE FREE SERVICES WILL
MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S
USE OF THE FREE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE FREE SERVICES
WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY”
SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO SFDC AND ITS AFFILIATES FOR ANY
DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE FREE SERVICES, ANY BREACH BY CUSTOMER OF THIS
AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.


 


 







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3.             USE
OF SERVICES AND CONTENT


 


		3.1	Subscriptions.
                                            Unless otherwise provided in the applicable Order Form or Documentation, (a) Purchased
                                            Services and access to Content are purchased as subscriptions for the term stated in the
                                            applicable Order Form or in the applicable online purchasing portal, (b) subscriptions for
                                            Purchased Services may be added during a subscription term at the same pricing as the underlying
                                            subscription pricing, prorated for the portion of that subscription term remaining at the
                                            time the subscriptions are added, and (c) any added subscriptions will terminate on the same
                                            date as the underlying subscriptions. Customer agrees that its purchases are not contingent
                                            on the delivery of any future functionality or features, or dependent on any oral or written
                                            public comments made by SFDC regarding future functionality or features.



 


		3.2	Usage
                                            Limits. Services and Content are subject to usage limits specified in Order Forms and
                                            Documentation. If Customer exceeds a contractual usage limit, SFDC may work with Customer
                                            to seek to reduce Customer’s
                                            usage so that it conforms to that limit. If, notwithstanding SFDC’s
                                            efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer
                                            will execute an Order Form for additional quantities of the applicable Services or Content
                                            promptly upon SFDC’s request, and/or pay any
                                            invoice for excess usage in accordance with the “Invoicing
                                            and Payment” section below.



 


		3.3	Customer
                                            Responsibilities. Customer will (a) be responsible for Users’
                                            compliance with this Agreement, Documentation and Order Forms,
                                            (b) be responsible for the accuracy, quality and legality of Customer Data, the means by
                                            which Customer acquired Customer Data, Customer’s
                                            use of Customer Data with the Services, and the interoperation of any Non-SFDC Applications
                                            with which Customer uses Services or Content, (c) use commercially reasonable efforts to
                                            prevent unauthorized access to or use of Services and Content, and notify SFDC promptly of
                                            any such unauthorized access or use, (d) use Services and Content only in accordance with
                                            this Agreement, Documentation, the Acceptable Use and External Facing Services Policy at
                                            https://www.salesforce.com/company/legal/agreements.jsp, Order Forms and applicable
                                            laws and government regulations, and (e) comply with terms of service of any Non-SFDC Applications
                                            with which Customer uses Services or Content. Any use of the Services in breach of the foregoing
                                            by Customer or Users that in SFDC’s judgment
                                            threatens the security, integrity or availability of SFDC’s
                                            services, may result in SFDC’s immediate suspension
                                            of the Services, however SFDC will use commercially reasonable efforts under the circumstances
                                            to provide Customer with notice and an opportunity to remedy such violation or threat prior
                                            to any such suspension.



 


		3.4	Usage
                                            Restrictions. Customer will not (a) make any Service or Content available to anyone other
                                            than Customer or Users, or use any Service or Content for the benefit of anyone other than
                                            Customer or its Affiliates, unless expressly stated otherwise in an Order Form or the Documentation,
                                            (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service
                                            or Content, or include any Service or Content in a service bureau or outsourcing offering,
                                            (c) use a Service or Non-SFDC Application to store or transmit infringing, libelous, or otherwise
                                            unlawful or tortious material, or to store or transmit material in violation of third-party
                                            privacy rights, (d) use a Service or Non-SFDC Application to store or transmit Malicious
                                            Code, (e) interfere with or disrupt the integrity or performance of any Service or third-party
                                            data contained therein, (f) attempt to gain unauthorized access to any Service or Content
                                            or its related systems or networks, (g) permit direct or indirect access to or use of any
                                            Services or Content in a way that circumvents a contractual usage limit, or use any Services
                                            to access or use any of SFDC intellectual property except as permitted under this Agreement,
                                            an Order Form, or the Documentation, (h) modify, copy, or create derivative works based on
                                            a Service or any part, feature, function or user interface thereof, (i) copy Content except
                                            as permitted herein or in an Order Form or the Documentation, (j) frame or mirror any part
                                            of any Service or Content, other than framing on Customer’s
                                            own intranets or otherwise for its own internal business purposes or as permitted in the
                                            Documentation, (k) except to the extent permitted by applicable law, disassemble, reverse
                                            engineer, or decompile a Service or Content or access it to (1) build a competitive product
                                            or service, (2) build a product or service using similar ideas, features, functions or graphics
                                            of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4)
                                            determine whether the Services are within the scope of any patent.



 


		3.5	Removal
                                            of Content and Non-SFDC Applications. If Customer receives notice that Content or a Non-SFDC
                                            Application must be removed, modified and/or disabled to avoid violating applicable law,
                                            third-party rights, or the Acceptable Use and External Facing Services Policy, Customer will
                                            promptly do so. If Customer does not take required action in accordance with the above, or
                                            if in SFDC’s judgment
                                            continued violation is likely to reoccur, SFDC may disable the applicable Content, Service
                                            and/or Non-SFDC Application. If requested by SFDC, Customer shall confirm such deletion and
                                            discontinuance of use in writing and SFDC shall be authorized to provide a copy of such confirmation
                                            to any such third party claimant or governmental authority, as applicable. In addition, if
                                            SFDC is required by any third party rights holder to remove Content, or receives information
                                            that Content provided to Customer may violate applicable law or third-party rights, SFDC
                                            may discontinue Customer’s access to Content
                                            through the Services.



 


		4.	NON-SFDC
                                            PRODUCTS AND SERVICES



 


		4.1	Non-SFDC
                                            Products and Services. SFDC or third parties may make available (for example, through
                                            a Marketplace or otherwise) third-party products or services, including, for example, Non-SFDC
                                            Applications and implementation and other consulting services. Any acquisition by Customer
                                            of such products or services, and any exchange of data between Customer and any Non-SFDC
                                            provider, product or service is solely between Customer and the applicable Non-SFDC provider.
                                            SFDC does not warrant or support Non-SFDC Applications or other Non-SFDC products or services,
                                            whether or not they are designated by SFDC as “certified” or otherwise, unless
                                            expressly provided otherwise in an Order Form. SFDC is not responsible for any disclosure,
                                            modification or deletion of Customer Data resulting from access by such Non-SFDC Application
                                            or its provider.






 







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		4.2	Integration
                                            with Non-SFDC Applications. The Services may contain features designed to interoperate
                                            with Non-SFDC Applications. SFDC cannot guarantee the continued availability of such Service
                                            features, and may cease providing them without entitling Customer to any refund, credit,
                                            or other compensation, if for example and without limitation, the provider of a Non-SFDC
                                            Application ceases to make the Non-SFDC Application available for interoperation with the
                                            corresponding Service features in a manner acceptable to SFDC.



 


5.            FEES
AND PAYMENT


 


		5.1	Fees.
                                            Customer will pay all fees specified in Order Forms. Except as otherwise specified herein
                                            or in an Order Form, (i) fees are based on Services and Content subscriptions purchased and
                                            not actual usage, (ii) payment obligations are non- cancelable and fees paid are non-refundable,
                                            and (iii) quantities purchased cannot be decreased during the relevant subscription term.



 


		5.2	Invoicing
                                            and Payment. Customer will provide SFDC with valid and updated credit card information,
                                            or with a valid purchase order or alternative document reasonably acceptable to SFDC. If
                                            Customer provides credit card information to SFDC, Customer authorizes SFDC to charge such
                                            credit card for all Purchased Services listed in the Order Form for the initial subscription
                                            term and any renewal subscription term(s) as set forth in the “Term
                                            of Purchased Subscriptions” section below. Such
                                            charges shall be made in advance, either annually or in accordance with any different billing
                                            frequency stated in the applicable Order Form. If the Order Form specifies that payment will
                                            be by a method other than a credit card, SFDC will invoice Customer in advance and otherwise
                                            in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced
                                            fees are due net 30 days from the invoice date. Customer is responsible for providing complete
                                            and accurate billing and contact information to SFDC and notifying SFDC of any changes to
                                            such information.



 


		5.3	Overdue
                                            Charges. If any invoiced amount is not received by SFDC by the due date, then without
                                            limiting SFDC’s
                                            rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the
                                            outstanding balance per month, or the maximum rate permitted by law, whichever is lower,
                                            and/or (b) SFDC may condition future subscription renewals and Order Forms on payment terms
                                            shorter than those specified in the “Invoicing
                                            and Payment” section above.



 


		5.4	Suspension
                                            of Service and Acceleration. If any charge owing by Customer under this or any other
                                            agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case
                                            of amounts Customer has authorized SFDC to charge to Customer’s
                                            credit card), SFDC may, without limiting its other rights and remedies, accelerate Customer’s
                                            unpaid fee obligations under such agreements so that all such obligations become immediately
                                            due and payable, and suspend Services until such amounts are paid in full, provided that,
                                            other than for customers paying by credit card or direct debit whose payment has been declined,
                                            SFDC will give Customer at least 10 days’ prior
                                            notice that its account is overdue, in accordance with the “Manner
                                            of Giving Notice” section below for billing
                                            notices, before suspending services to Customer.



 


		5.5	Payment
                                            Disputes. SFDC will not exercise its rights under the “Overdue
                                            Charges” or “Suspension
                                            of Service and Acceleration” section above if
                                            Customer is disputing the applicable charges reasonably and in good faith and is cooperating
                                            diligently to resolve the dispute.



 


		5.6	Taxes.
                                            SFDC’s fees do
                                            not include any taxes, levies, duties or similar governmental assessments of any nature,
                                            including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction
                                            whatsoever (collectively, “Taxes”).
                                            Customer is responsible for paying all Taxes associated with its purchases hereunder. If
                                            SFDC has the legal obligation to pay or collect Taxes for which Customer is responsible under
                                            this section, SFDC will invoice Customer and Customer will pay that amount unless Customer
                                            provides SFDC with a valid tax exemption certificate authorized by the appropriate taxing
                                            authority. For clarity, SFDC is solely responsible for taxes assessable against it based
                                            on its income, property and employees.



 


6.            PROPRIETARY
RIGHTS AND LICENSES


 


		6.1	Reservation
                                            of Rights. Subject to the limited rights expressly granted hereunder, SFDC, its Affiliates,
                                            its licensors and Content Providers reserve all of their right, title and interest in and
                                            to the Services and Content, including all of their related intellectual property rights.
                                            No rights are granted to Customer hereunder other than as expressly set forth herein.



 


		6.2	Access
                                            to and Use of Content. Customer has the right to access and use applicable Content subject
                                            to the terms of applicable Order Forms, this Agreement and the Documentation.



 


		6.3	License
                                            by Customer to SFDC. Customer grants SFDC, its Affiliates and applicable contractors
                                            a worldwide, limited-term license to host, copy, use, transmit, and display any Non-SFDC
                                            Applications and program code created by or for Customer using a Service or for use by Customer
                                            with the Services, and Customer Data, each as appropriate for SFDC to provide and ensure
                                            proper operation of the Services and associated systems in accordance with this Agreement.
                                            If Customer chooses to use a Non-SFDC Application with a Service, Customer grants SFDC permission
                                            to allow the Non-SFDC Application and its provider to access Customer Data and information
                                            about Customer’s
                                            usage of the Non-SFDC Application as appropriate for the interoperation of that Non-SFDC
                                            Application with the Service. Subject to the limited licenses granted herein, SFDC acquires
                                            noright, title or interest from Customer or its licensors under this Agreement in
                                            or to any Customer Data, Non-SFDC Application or such program code.



 






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		6.4	License
                                            by Customer to Use Feedback. Customer grants to SFDC and its Affiliates a worldwide,
                                            perpetual, irrevocable, royalty-free license to use and incorporate into its services any
                                            suggestion, enhancement request, recommendation, correction or other feedback provided by
                                            Customer or Users relating to the operation of SFDC’s
                                            or its Affiliates’ services.



 


		6.5	Federal
                                            Government End Use Provisions. SFDC provides the Services, including related software
                                            and technology, for ultimate federal government end use in accordance with the following:
                                            The Services consist of “commercial
                                            items,” as defined at FAR 2.101. In accordance
                                            with FAR 12.211-12.212 and DFARS 227.7102-4 and 227.7202-4, as applicable, the rights of
                                            the U.S. Government to use, modify, reproduce, release, perform, display, or disclose commercial
                                            computer software, commercial computer software documentation, and technical data furnished
                                            in connection with the Services shall be as provided in this Agreement, except that, for
                                            U.S. Department of Defense end users, technical data customarily provided to the public is
                                            furnished in accordance with DFARS 252.227-7015. If a government agency needs additional
                                            rights, it must negotiate a mutually acceptable written addendum to this Agreement specifically
                                            granting those rights.



 


7.           CONFIDENTIALITY


 


		7.1	Definition
                                            of Confidential Information. “Confidential
                                            Information” means all information disclosed
                                            by a party (“Disclosing Party”)
                                            to the other party (“Receiving Party”),
                                            whether orally or in writing, that is designated as confidential or that reasonably should
                                            be understood to be confidential given the nature of the information and the circumstances
                                            of disclosure. Confidential Information of Customer includes Customer Data; Confidential
                                            Information of SFDC includes the Services and Content, and the terms and conditions of this
                                            Agreement and all Order Forms (including pricing). Confidential Information of each party
                                            includes business and marketing plans, technology and technical information, product plans
                                            and designs, and business processes disclosed by such party. However, Confidential Information
                                            does not include any information that (i) is or becomes generally known to the public without
                                            breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party
                                            prior to its disclosure by the Disclosing Party without breach of any obligation owed to
                                            the Disclosing Party, (iii) is received from a third party without breach of any obligation
                                            owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
                                            For the avoidance of doubt, the non-disclosure obligations set forth in this “Confidentiality”
                                            section apply to Confidential Information exchanged between
                                            the parties in connection with the evaluation of additional SFDC services.



 


		7.2	Protection
                                            of Confidential Information. As between the parties, each party retains all ownership
                                            rights in and to its Confidential Information. The Receiving Party will use the same degree
                                            of care that it uses to protect the confidentiality of its own confidential information of
                                            like kind (but not less than reasonable care) to (i) not use any Confidential Information
                                            of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except
                                            as otherwise authorized by the Disclosing Party in writing, limit access to Confidential
                                            Information of the Disclosing Party to those of its and its Affiliates’
                                            employees and contractors who need that access for purposes
                                            consistent with this Agreement and who have signed confidentiality agreements with the Receiving
                                            Party containing protections not materially less protective of the Confidential Information
                                            than those herein. Neither party will disclose the terms of this Agreement or any Order Form
                                            to any third party other than its Affiliates, legal counsel and accountants without the other
                                            party’s prior written consent, provided that
                                            a party that makes any such disclosure to its Affiliate, legal counsel or accountants will
                                            remain responsible for such Affiliate’s, legal
                                            counsel’s or accountant’s
                                            compliance with this “Confidentiality”
                                            section. Notwithstanding the foregoing, SFDC may disclose
                                            the terms of this Agreement and any applicable Order Form to a subcontractor or Non-SFDC
                                            Application Provider to the extent necessary to perform SFDC’s
                                            obligations under this Agreement, under terms of confidentiality materially as protective
                                            as set forth herein.



 


		7.3	Compelled
                                            Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing
                                            Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing
                                            Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable
                                            assistance, at the Disclosing Party’s
                                            cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is
                                            compelled by law to disclose the Disclosing Party’s
                                            Confidential Information as part of a civil proceeding to which the Disclosing Party is a
                                            party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will
                                            reimburse the Receiving Party for its reasonable cost of compiling and providing secure access
                                            to that Confidential Information.



 


		8.	REPRESENTATIONS,
                                            WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS



 


		8.1	Representations.
                                            Each party represents that it has validly entered into this Agreement and has the legal
                                            power to do so.



 


		8.2	SFDC
                                            Warranties. SFDC warrants that during an applicable subscription term (a) this Agreement,
                                            the Order Forms and the Documentation will accurately describe the applicable administrative,
                                            physical, and technical safeguards for protection of the security, confidentiality and integrity
                                            of Customer Data, (b) SFDC will not materially decrease the overall security of the Services,
                                            (c) the Services will perform materially in accordance with the applicable Documentation,
                                            and (d) subject to the “Integration with Non-SFDC Applications” section above,
                                            SFDC will not materially decrease the overall functionality of the Services. For any breach
                                            of a warranty above, Customer’s exclusive remedies are those described in the “Termination”
                                            and “Refund or Payment upon Termination” sections below.






 







    Page 6 of 12


     


    

 


		8.3	Disclaimers.
                                            EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER
                                            EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY 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. CONTENT AND BETA
                                            SERVICES ARE PROVIDED “AS
                                            IS,” AND AS AVAILABLE EXCLUSIVE OF ANY WARRANTY
                                            WHATSOEVER.



 


		9.	MUTUAL
                                            INDEMNIFICATION



 


		9.1	Indemnification
                                            by SFDC. SFDC will defend Customer against any claim, demand, suit or proceeding made
                                            or brought against Customer by a third party alleging that any Purchased Service infringes
                                            or misappropriates such third party’s
                                            intellectual property rights (a “Claim Against
                                            Customer”), and will indemnify Customer
                                            from any damages, attorney fees and costs finally awarded against Customer as a result of,
                                            or for amounts paid by Customer under a settlement approved by SFDC in writing of, a Claim
                                            Against Customer, provided Customer (a) promptly gives SFDC written notice of the Claim Against
                                            Customer, (b) gives SFDC sole control of the defense and settlement of the Claim Against
                                            Customer (except that SFDC may not settle any Claim Against Customer unless it unconditionally
                                            releases Customer of all liability), and (c) gives SFDC all reasonable assistance, at SFDC’s
                                            expense. If SFDC receives information about an infringement or misappropriation claim related
                                            to a Service, SFDC may in its discretion and at no cost to Customer (i) modify the Services
                                            so that they are no longer claimed to infringe or misappropriate, without breaching SFDC’s
                                            warranties under “SFDC Warranties”
                                            above, (ii) obtain a license for Customer’s
                                            continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s
                                            subscriptions for that Service upon 30 days’ written
                                            notice and refund Customer any prepaid fees covering the remainder of the term of the terminated
                                            subscriptions. The above defense and indemnification obligations do not apply if (1) the
                                            allegation does not state with specificity that the Services are the basis of the Claim Against
                                            Customer; (2) a Claim Against Customer arises from the use or combination of the Services
                                            or any part thereof with software, hardware, data, or processes not provided by SFDC, if
                                            the Services or use thereof would not infringe without such combination; (3) a Claim Against
                                            Customer arises from Services under an Order Form for which there is no charge; or (4) a
                                            Claim against Customer arises from Content, a Non-SFDC Application or Customer’s
                                            breach of this Agreement, the Documentation or applicable Order Forms.



 


		9.2	Indemnification
                                            by Customer. Customer will defend SFDC and its Affiliates against any claim, demand,
                                            suit or proceeding made or brought against SFDC by a third party alleging (a) that any Customer
                                            Data or Customer’s
                                            use of Customer Data with the Services, (b) a Non-SFDC Application provided by Customer,
                                            or (c) the combination of a Non-SFDC Application provided by Customer and used with the Services,
                                            infringes or misappropriates such third party’s
                                            intellectual property rights, or arising from Customer’s
                                            use of the Services or Content in an unlawful manner or in violation of the Agreement, the
                                            Documentation, or Order Form (each a “Claim
                                            Against SFDC”), and will indemnify SFDC
                                            from any damages, attorney fees and costs finally awarded against SFDC as a result of, or
                                            for any amounts paid by SFDC under a settlement approved by Customer in writing of, a Claim
                                            Against SFDC, provided SFDC (a) promptly gives Customer written notice of the Claim Against
                                            SFDC, (b) gives Customer sole control of the defense and settlement of the Claim Against
                                            SFDC (except that Customer may not settle any Claim Against SFDC unless it unconditionally
                                            releases SFDC of all liability), and (c) gives Customer all reasonable assistance, at Customer’s
                                            expense. The above defense and indemnification obligations do not apply if a Claim Against
                                            SFDC arises from SFDC’s breach of this Agreement,
                                            the Documentation or applicable Order Forms.



 


		9.3	Exclusive
                                            Remedy. This “Mutual
                                            Indemnification” section states the indemnifying
                                            party’s sole liability to, and the indemnified
                                            party’s exclusive remedy against, the other
                                            party for any third party claim described in this section.



 


10.          LIMITATION
OF LIABILITY


 


		10.1	Limitation
                                            of Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL
                                            OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID
                                            BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN
                                            THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING
                                            LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY
                                            OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S
                                            AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER
                                            THE “FEES AND PAYMENT” SECTION
                                            ABOVE.



 


		10.2	Exclusion
                                            of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES
                                            HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES,
                                            GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR
                                            PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF
                                            LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
                                            DAMAGES OR IF A PARTY’S
                                            OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF
                                            ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY
                                            LAW.



 




    Page 7 of 12


     


    

 


11.          TERM
AND TERMINATION


 


		11.1	Term
                                            of Agreement. This Agreement commences on the date Customer first accepts it and continues
                                            until all subscriptions hereunder have expired or have been terminated.



 


		11.2	Term
                                            of Purchased Subscriptions. The term of each subscription shall be as specified in the
                                            applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will
                                            automatically renew for additional periods equal to the expiring subscription term or one
                                            year (whichever is shorter), unless either party gives the other written notice (email acceptable)
                                            at least 30 days before the end of the relevant subscription term. Except as expressly provided
                                            in the applicable Order Form, renewal of promotional or one-time priced subscriptions will
                                            be at SFDC’s applicable
                                            list price in effect at the time of the applicable renewal. Notwithstanding anything to the
                                            contrary, any renewal in which subscription volume or subscription length for any Services
                                            has decreased from the prior term will result in re-pricing at renewal without regard to
                                            the prior term’s per-unit pricing.



 


		11.3	Termination.
                                            A party may terminate this Agreement for cause (i) upon 30 days written notice to the
                                            other party of a material breach if such breach remains uncured at the expiration of such
                                            period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any
                                            other proceeding relating to insolvency, receivership, liquidation or assignment for the
                                            benefit of creditors.



 


		11.4	Refund
                                            or Payment upon Termination. If this Agreement is terminated by Customer in accordance
                                            with the “Termination”
                                            section above, SFDC will refund Customer any prepaid fees
                                            covering the remainder of the term of all Order Forms after the effective date of termination.
                                            If this Agreement is terminated by SFDC in accordance with the “Termination”
                                            section above, Customer will pay any unpaid fees covering
                                            the remainder of the term of all Order Forms to the extent permitted by applicable law. In
                                            no event will termination relieve Customer of its obligation to pay any fees payable to SFDC
                                            for the period prior to the effective date of termination.



 


		11.5	Surviving
                                            Provisions. The sections titled “Free
                                            Services,” “Fees and Payment,”
                                            “Proprietary Rights and Licenses,” “Confidentiality,”
                                            “Disclaimers,” “Mutual
                                            Indemnification,” “Limitation of Liability,”
                                            “Refund or Payment upon Termination,”
                                            “Removal of Content and Non-SFDC Applications,”
                                            “Surviving Provisions” and
                                            “General Provisions” will
                                            survive any termination or expiration of this Agreement, and the section titled “Protection
                                            of Customer Data” will survive any termination
                                            or expiration of this Agreement for so long as SFDC retains possession of Customer Data.



 


12.          GENERAL
PROVISIONS


 


		12.1	Export
                                            Compliance. The Services, Content, other SFDC technology, and derivatives thereof may
                                            be subject to export laws and regulations of the United States and other jurisdictions. SFDC
                                            and Customer each represents that it is not named on any U.S. government denied-party list.
                                            Customer will not permit any User to access or use any Service or Content in a U.S.-embargoed
                                            country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation
                                            of any U.S. export law or regulation.



 


		12.2	Anti-Corruption.
                                            Neither party has received or been offered any illegal or improper bribe, kickback, payment,
                                            gift, or thing of value from an employee or agent of the other party in connection with this
                                            Agreement. Reasonable gifts and entertainment provided in the ordinary course of business
                                            do not violate the above restriction.



 


		12.3	Entire
                                            Agreement and Order of Precedence. This Agreement is the entire agreement between SFDC
                                            and Customer regarding Customer’s
                                            use of Services and Content and supersedes all prior and contemporaneous agreements, proposals
                                            or representations, written or oral, concerning its subject matter. The parties agree that
                                            any term or condition stated in a Customer purchase order or in any other Customer order
                                            documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency
                                            among the following documents, the order of precedence shall be: (1) the applicable Order
                                            Form, (2) this Agreement, and (3) the Documentation. Titles and headings of sections of this
                                            Agreement are for convenience only and shall not affect the construction of any provision
                                            of this Agreement.



 


		12.4	Relationship
                                            of the Parties. The parties are independent contractors. This Agreement does not create
                                            a partnership, franchise, joint venture, agency, fiduciary or employment relationship between
                                            the parties. Each party will be solely responsible for payment of all compensation owed to
                                            its employees, as well as all employment-related taxes.



 


12.5       Third-Party
Beneficiaries. There are no third-party beneficiaries under this Agreement.


 


		12.6	Waiver.
                                            No failure or delay by either party in exercising any right under this Agreement will constitute
                                            a waiver of that right.



 


		12.7	Severability.
                                            If any provision of this Agreement is held by a court of competent jurisdiction to be
                                            contrary to law, the provision will be deemed null and void, and the remaining provisions
                                            of this Agreement will remain in effect.



 


		12.8	Assignment.
                                            Neither party may assign any of its rights or obligations hereunder, whether by operation
                                            of law or otherwise, without the other party’s
                                            prior written consent (not to be unreasonably withheld); provided, however, either party
                                            may assign this Agreement in its entirety (including all Order Forms), without the other
                                            party’s consent to its Affiliate or in connection
                                            with a merger, acquisition, corporate reorganization, or sale of all or substantially all
                                            of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially
                                            all of its assets to, or undergoes a change of control in favor of, a direct competitor of
                                            the other party, then such other party may terminate this Agreement upon written notice.
                                            In the event of such a termination, SFDC will refund Customer any prepaid fees covering the
                                            remainder of the term of all subscriptions for the period after the effective date of such
                                            termination. Subject to the foregoing, this Agreement will bind and inure to the benefit
                                            of the parties, their respective successors and permitted assigns.



 






    Page 8 of 12


     


    

 


		12.9	SFDC
                                            Contracting Entity, Notices, Governing Law, and Venue. The SFDC entity entering into
                                            this Agreement, the address to which Customer should direct notices under this Agreement,
                                            the law that will apply in any dispute or lawsuit arising out of or in connection with this
                                            Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend
                                            on where Customer is domiciled.



 


	If
    Customer is	The
    SFDC entity	Notices
    should be addressed to:	Governing
    law is:	Courts
    with
	domiciled
    in:	entering
    into this	 	 	exclusive
	 	Agreement
    is:	 	 	jurisdiction
    are:
	The
    United States of America, Mexico or a Country in Central or South America or the Caribbean	salesforce.com,
    inc., a Delaware corporation	Salesforce
    Tower, 415 Mission Street, 3rd Floor, San Francisco, California, 94105, U.S.A., attn: VP, Worldwide Sales Operations, with a copy
    to attn: General Counsel.	California
    and controlling United States federal law	San
    Francisco, California, U.S.A.
	Brazil	Salesforce
    Tecnologia Ltda.	Av.
    Jornalista Roberto Marinho, 85, 14° Andar - Cidade Monções, CEP 04576-010 São Paulo - SP	Brazil	São
    Paulo, SP, Brazil
	Canada	salesforce.com
    Canada Corporation, a Nova Scotia corporation	Salesforce
    Tower, 415 Mission Street, 3rd Floor, San Francisco, California, 94105, U.S.A., attn: VP, Worldwide Sales Operations, with a copy
    to attn: General Counsel.	Ontario
    and controlling Canadian federal law	Toronto,
    Ontario, Canada
	France	salesforce.com
    France, a French S.A.S company with a share capital of 37,000 €, registered with the Paris Trade Registry under number 483 993
    226 RCS Paris, Registered office: 3 Avenue Octave Gréard, 75007 Paris, France	Salesforce.com
    Sarl, Route de la Longeraie 9, Morges, 1110, Switzerland, attn: Director, EMEA Sales Operations, with a copy to attn.: Legal Department
    - Service Juridique, 3 Avenue Octave Gréard, 75007 Paris, France.	France	Paris,
    France
	Germany	salesforce.com
    Germany GmbH, a limited liability company, incorporated in Germany	Salesforce.com
    Sarl, Route de la Longeraie 9, Morges, 1110, Switzerland, attn: Director, EMEA Sales Operations, with a copy to attn.: Legal Department
    - Erika-Mann-Strasse 31-37, 80636 München, Germany.	Germany	Munich,
    Germany
	Italy	Salesforce.com
    Italy S.r.l., an Italian limited liability company having its registered address at Piazza Filippo Meda 5, 20121 Milan (MI), VAT
    / Fiscal code n. 04959160963	Salesforce.com
    Sarl, Route de la Longeraie 9, Morges, 1110, Switzerland, attn: Director, EMEA Sales Operations, with a copy to attn.: Legal Department	Italy	Milan,
    Italy
	Spain	Salesforce
    Systems Spain, S.L.U., a limited liability company incorporated in Spain	Salesforce.com
    Sarl, Route de la Longeraie 9, Morges, 1110, Switzerland, attn: Director, EMEA Sales Operations, with a copy to attn.: Legal Department
    - Paseo de la Castellana 79, Madrid, 28046, Spain	Spain	Madrid,
    Spain



 






    Page 9 of 12


     


    

 


	United
    Kingdom	Salesforce
    UK Limited (f/k/a salesforce.com EMEA Limited), a limited liability company incorporated in England	Salesforce.com
    Sarl, Route de la Longeraie 9, Morges, 1110, Switzerland, attn: Director, EMEA Sales Operations, with a copy to attn: Legal Department,
    Salesforce UK Limited (f/k/a salesforce.com EMEA Limited), Floor 26 Salesforce Tower, 110 Bishopsgate, London, EC2N 4AY, United Kingdom.	England	London,
    England
	A
    Country in Europe, the Middle East or Africa, other than France, Germany, Italy, Spain, and the United Kingdom	SFDC
    Ireland Limited, a limited liability company incorporated in Ireland	Salesforce.com
    Sarl, Route de la Longeraie 9, Morges, 1110, Switzerland, attn: Director, EMEA Sales Operations, with a copy to attn.: Legal Department
    - 3rd and 4th Floor, 1 Central Park Block G, Central Park, Leopardstown, Dublin 18, Ireland	England	London,
    England
	Japan	Kabushiki
    Kaisha Salesforce.com, a Japan corporation	JP
    Tower 12F, 2-7-2 Marunouchi, Chiyoda-ku, Tokyo 100-7012, Japan, attn: Senior Director, Japan Sales Operations, with a copy to attn:
    General Counsel.	Japan	Tokyo,
    Japan
	A
    Country in Asia or the Pacific region, other than Japan, Australia or New Zealand	Salesforce.com
    Singapore Pte Ltd, a Singapore private limited company	5
    Temasek Boulevard #13-01, Suntec Tower 5, Singapore, 038985, attn: Director, APAC Sales Operations, with a copy to attn: General
    Counsel.	Singapore	Singapore
	Australia
    or New Zealand	SFDC
    Australia Pty Ltd	201
    Sussex Street, Darling Park Tower 3, Level 12, Sydney NSW 2000, attn: Senior Director, Finance with a copy to attn: General Counsel.	New
    South Wales, Australia	New
    South Wales, Australia


 


		12.10	Manner
                                            of Giving Notice. Except as otherwise specified in this Agreement, all notices related
                                            to this Agreement will be in writing and will be effective upon (a) personal delivery, (b)
                                            the second business day after mailing, or (c), except for notices of termination or an indemnifiable
                                            claim (“Legal
                                            Notices”), which shall clearly be identifiable
                                            as Legal Notices, the day of sending by email. Billing-related notices to Customer will be
                                            addressed to the relevant billing contact designated by Customer. All other notices to Customer
                                            will be addressed to the relevant Services system administrator designated by Customer.



 


		12.11	Agreement
                                            to Governing Law and Jurisdiction. Each party agrees to the applicable governing law
                                            above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction
                                            of the applicable courts above.



 


		12.12	Local
                                            Law Requirements: France.



 


With respect to
Customers domiciled in France :


 


(1) in
the event of any conflict between any statutory law in France applicable to Customer, and the terms and conditions of this Agreement,
the applicable statutory law shall prevail.


 


(2) a
new Section 12.12.1 is added as follows :


 


12.12.1
PGSSI-S. To the extent Customer is subject to Article L.1111-8
(or any successor thereto) of the French public health code (Code de la Santé Publique), Customer shall abide by the Global Information
Security Policy for the Healthcare Sector (PGSSI-S) pursuant to Article L.1110-4-1 (or any successor thereto) of the aforementioned code.


 


		12.13	Local
                                            Law Requirements: Germany. With respect to Customers domiciled in Germany, Section 8
                                            “REPRESENTATIONS,
                                            WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS”,
                                            Section 9.3 “Exclusive Remedy”,
                                            and Section 10 “LIMITATION OF LIABILITY”
                                            of this Agreement are replaced with the following sections
                                            respectively:



 




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8 WARRANTIES
FOR CUSTOMERS DOMICILED IN GERMANY


 


8.1
Agreed Quality of the Services. SFDC warrants that during
an applicable subscription term (a) this Agreement, the Order Forms and the Documentation will accurately describe the applicable administrative,
physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Data, (b) SFDC will not
materially decrease the overall security of the Services, (c) the Services will perform materially in accordance with the applicable
Documentation, and (d) subject to the “Integration with Non-SFDC Applications”
section above, SFDC will not materially decrease the overall functionality of the Services.


 


8.2
Content. SFDC is not designating or adopting Content as its
own and assumes no warranty or liability for Content. The parties agree that the “Reporting
of Defects”, “Remedies resulting from Defects”
and “Exclusions” section
shall apply accordingly to SFDC’s responsibility in the event SFDC is deemed responsible
for Content by a court of competent jurisdiction.


 


8.3
Reporting of Defects. Customer shall report any deviation
of the Services from the “Agreed Quality of the Services” section
(“Defect”) to SFDC in writing without undue
delay and shall submit a detailed description of the Defect or, if not possible, of the symptoms of the Defect. Customer shall forward
to SFDC any useful information available to Customer for rectification of the Defect.


 


8.4
Remedies resulting from Defects. SFDC shall rectify any Defect
within a reasonable period of time. If such rectification fails, Customer may terminate the respective Order Form provided that SFDC
had enough time for curing the Defect. The “Refund or Payment upon Termination”
section, sentence and 1 and sentence 3 shall apply accordingly. If SFDC is responsible for the Defect
or if SFDC is in default with the rectification, Customer may assert claims for the damage caused in the scope specified in the “Limitation
of Liability” section below.


 


8.5
Defects in Title. Defects in title of the Services shall be
handled in accordance with the provisions of Clause 9 “Mutual Indemnification”.


 


8.6
Exclusions. Customer shall have no claims under this Clause
8 “Warranty” if a Defect was caused by the
Services not being used by Customer in accordance with the provisions of this Agreement, the Documentation and the applicable Order Forms.


 


9.3
Liability resulting from Indemnification for Customers domiciled in Germany.
The below “Limitation of Liability” section
shall apply to any claims resulting from this “Mutual Indemnification” section.


 


10. LIMITATION OF LIABILITY
FOR CUSTOMERS DOMICILED IN GERMANY


 


10.1 Unlimited
Liability. The Parties shall be mutually liable without limitation


(a) in
the event of willful misconduct or gross negligence,


(b) within
the scope of a guarantee taken over by the respective party,


(c) in
the event that a defect is maliciously concealed,


(d) in
case of an injury to life, body or health,


(e) according
to the German Product Liability Law.


 


10.2
Liability for Breach of Cardinal Duties. If cardinal duties
are infringed due to slight negligence and if, as a consequence, the achievement of the objective of this Agreement including any applicable
Order Form is endangered, or in the case of a slightly negligent failure to comply with duties, the very discharge of which is an essential
prerequisite for the proper performance of this Agreement (including any applicable Order Form), the parties’ liability
shall be limited to foreseeable damage typical for the contract. In all other respects, any liability for damage caused by slight negligence
shall be excluded.


 


10.3
Liability Cap. Unless the parties are liable in accordance
with “Unlimited Liability” section above, in
no event shall the aggregate liability of each party together with all of its Affiliates arising out of or related to this Agreement
exceed the total amount paid by Customer and its Affiliates hereunder for the Services giving rise to the liability in the 12 months
preceding the first incident out of which the liability arose. The foregoing limitation will not limit Customer’s
and its Affiliates’ payment obligations under the “Fees
and Payment” section above.


 


10.4
Scope. With the exception of liability in accordance with
the “Unlimited Liability” section, the above
limitations of liability shall apply to all claims for damages, irrespective of the legal basis including claims for tort damages. The
above limitations of liability also apply in the case of claims for a party’s damages against
the respective other party’s employees, agents or bodies.


 


		12.14	Local
                                            Law Requirements: Italy. With respect to Customers domiciled in Italy, Section 5.2 “Invoicing
                                            and Payment”,Section 5.3 “Overdue Charges”,
                                            Section 5.4 “Suspension of Service and Acceleration”,
                                            and Section 12.2 “Anti Corruption”
                                            of this Agreement are replaced with the following sections
                                            respectively:



 




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5.2. Invoicing
and Payment


 





5.2.1
Invoicing and Payment. Fees will be invoiced in advance and
otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, fees are due net 30 days from the invoice
date. The parties acknowledge that invoices are also be submitted electronically by SFDC in accordance with the “Electronic
Invoicing” section below through the Agenzia delle Entrate’s
Exchange System (SDI – Sistema di Interscambio) and any delay due to the SDI shall not affect the foregoing payment term. Customer
shall be responsible for providing complete and accurate billing and contact information to SFDC and shall notify SFDC of any changes
to such information.


 


5.2.2
Electronic Invoicing. The invoice will be issued in electronic
format as defined in article 1, paragraph 916, of Law no. 205 of December 27, 2017, which introduced the obligation of electronic invoicing,
starting from January 1, 2019, for the sale of goods and services performed between residents, established or identified in the territory
of the Italian State. To facilitate such electronic invoicing, Customer shall provide to SFDC at least the following information in writing:
Customer full registered company name, registered office address, VAT number, tax/fiscal code and any additional code and/or relevant
information required under applicable law. In any event, the parties shall cooperate diligently to enable such electronic invoicing process.
Any error due to the provision by Customer of incorrect or insufficient invoicing information preventing (a) SFDC to successfully submit
the electronic invoice to the SDI or (b) the SDI to duly and effectively process such invoice or (c) which, in any event, requires SFDC
to issue an invoice again, shall not result in an extension of the payment term set out in the “Invoicing
and Payment” section above, and such term shall still be calculated from the date of the
original invoice. SFDC reserves the right to provide any invoice copy in electronic form via email in addition to the electronic invoicing
described herein.


 


5.2.3
Split Payment. If subject to the “split
payment” regime, Customer shall be exclusively responsible for payment of any VAT amount
due, provided that Customer shall confirm to SFDC the applicability of such regime and, if applicable, Customer shall provide proof of
such VAT payment to SFDC and, if applicable, Customer shall provide proof of such VAT payment to SFDC.


 


5.3
Overdue Charges. Subject to the “Payment
Disputes” section below, if any invoiced amount is not received by SFDC by the due date,
then without limiting SFDC’s rights or remedies, those charges, without the need for notice
of default, may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law (Legislative
Decree no. 231/2002), whichever is lower and/or (b) SFDC may condition future subscription renewals and Order Forms on payment terms
shorter than those specified in the “Invoicing and Payment” section
above.


 


5.4.
Suspension of Service. Subject to the “Payment Disputes”
section below, if any charge owing by Customer under this or any other agreement for services is 30 days
or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized SFDC to charge to Customer’s
credit card), SFDC may, without limiting its other rights and remedies, suspend Services until such amounts are paid in full, provided
that, other than for customers paying by credit card or direct debit whose payment has been declined, SFDC will give Customer at least
10 days’ prior notice that its account is overdue, in accordance with the “Manner
of Giving Notice” section below for billing notices, before suspending services to Customer.


 


12.2 Anti-Corruption.


 


12.2.1
Anti-Corruption. Neither party has received or been offered
any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection
with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.


 


12.2.2
Code of Conduct and Organization, Management and Control Model.
Customer acknowledges that SFDC has adopted an Organization, Management and Control Model pursuant to Legislative Decree 231/2001 to
prevent crimes provided for therein and commits to comply with the principles contained in the above Legislative Decree 231/2001 and
in the SFDC Code of Conduct which is available at the following link: https://www.salesforce.com/content/dam/web/en_us/www/documents/legal/compliance%20documents/salesforce-code-of-cond
uct.pdf. Customer also acknowledges and agrees that the violation of the principles and the provisions contained in Legislative Decree
231/2001 and in the SFDC Code of Conduct by Customer may entitle SFDC, based on the severity of the violation, to terminate this Agreement
for cause as set out in Section 11.3(i) above.


 


		12.15	Local
                                            Law Requirements: Spain. With respect to Customers domiciled in Spain, in the event of
                                            any conflict between any statutory law in Spain applicable to Customer, and the terms and
                                            conditions of this Agreement, the applicable statutory law shall prevail.



 






    Page 12 of 12


     


    





 





		salesforce.com Singapore Pte Ltd	ORDER FORM for Wealth Dynamics
    Pte Ltd
	5 Temasek Boulevard	Offer Valid Through: 07/10/2020
	#13-01 Suntec Tower 5	Proposed by: Lars Weigert
	Singapore 038985	Quote Number: Q-03934654
	 	 


 


ORDER FORM


 


 


Address Information


 


	Bill To:	Ship To:
	One George Street #10-01,	One George Street #10-01,
	Singapore	Singapore
	Singapore, 049145	Singapore, 049145
	SG - Singapore	SG - Singapore
	 	 
	Billing Company Name: Wealth Dynamics Pte Ltd	Billing Phone: +65 97107275
	Billing Contact Name: Suraj Naik	Billing Fax:
	Billing Email Address: suraj@wealthdynamics.org	Billing Language: English


 


 


Terms and Conditions


 


	Contract Start Date*: 20/10/2020	Payment Method: Wire Transfer
	Contract End Date*: 19/10/2024	Payment Terms: Net 30
	Billing Frequency: Semi-annual	Billing Method: Email


 


 


Services


 


	 	 	Order	 	Order	 	Order Term	 	 	Monthly/	 	 	 	 	 	 	 
	Services	 	Start
    Date*	 	End Date*	 	(months)*	 	 	Unit Price**	 	 	Quantity	 	 	Total Price	 
	Sales & Service Cloud - Enterprise Edition
    (Sales)	 	20/10/2020	 	19/10/2024	 	 	48	 	 	 	USD
                                            102.50	 	 	 	39	 	 	 	USD
                                            191,880.00	 
	Heroku - 1,000 Add-on Credits - Data	 	20/10/2020	 	19/10/2024	 	 	48	 	 	 	USD
                                            540.00	 	 	 	1	 	 	 	USD
                                            25,920.00	 
	Heroku - 250k Connect Rows	 	20/10/2020	 	19/10/2024	 	 	48	 	 	 	USD
                                            5.95	 	 	 	84	 	 	 	USD
                                            23,990.40	 
	Heroku - 1 Dyno Unit	 	20/10/2020	 	19/10/2024	 	 	48	 	 	 	USD
                                            31.50	 	 	 	40	 	 	 	USD
                                            60,480.00	 
	Data Storage (10GB)	 	20/10/2020	 	19/10/2024	 	 	48	 	 	 	USD
                                            750.00	 	 	 	5	 	 	 	USD
                                            180,000.00	 
	Partner Community - Enterprise Edition - Members	 	20/10/2020	 	19/10/2024	 	 	48	 	 	 	USD
                                            25.00	 	 	 	3	 	 	 	USD
                                            3,600.00	 
	CPQ Plus - Enterprise Edition	 	20/10/2020	 	19/10/2024	 	 	48	 	 	 	USD
                                            150.00	 	 	 	1	 	 	 	USD
                                            7,200.00	 
	Billing Plus	 	20/10/2020	 	19/10/2024	 	 	 	 	 	 	USD
                                            8,000.00	 	 	 	4	 	 	 	USD
                                            32,000.00	 
	Additional API Calls - 10,000 per day	 	20/10/2020	 	19/10/2024	 	 	48	 	 	 	USD
                                            25.00	 	 	 	5	 	 	 	USD
                                            6,000.00	 
	Heroku - 1,000 Add-on Credits - Partner	 	20/10/2020	 	19/10/2024	 	 	48	 	 	 	USD
                                            552.00	 	 	 	1	 	 	 	USD
                                            26,496.00	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total:
                                            USD 557,566.40	 



 







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*If this Order Form is executed and/or returned
to salesforce.com by Customer after the Order Start Date above, salesforce.com may adjust the Order Start Date and Order End Date, without
increasing the Total Price, based on the date salesforce.com activates the products and provided that the total term length does not
change. Following activation, any adjustments to such Order Start Date and Order End Date may be confirmed by logging into Checkout,
by reference to the order confirmation email sent by salesforce.com to the Billing Email Address above, and/or by contacting Customer
Service.


 


**The Monthly/Unit Price shown above has been
rounded to two decimal places for display purposes. As many as eight decimal places may be present in the actual price. The totals for
this order were calculated using the actual price, rather than the Monthly/Unit Price displayed above, and are the true and binding totals
for this order


 


Prices shown above do not include any taxes that may apply. Any such
taxes are the responsibility of Customer. This is not an invoice.


 


For customers
based in the United States, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing
the “Ship To” location provided by Customer
on this Order Form.


 


 


Pricing Schedule


 


	 	 	Monthly/	 	 	 	 
	Product	 	Unit Price**	 	 	Quantity For	 
	Sales & Service Cloud - Enterprise Edition
    (Sales)	 	 	USD
                                            102.50	 	 	 	39	 
	Heroku - 1 Dyno Unit	 	 	USD
                                            31.50	 	 	 	40	 
	Billing Plus	 	 	USD
                                            8,000.00	 	 	 	4	 
	Data Storage (10GB)	 	 	USD
                                            750.00	 	 	 	5	 



 


The pricing in
the Pricing Schedule above is stated in terms of monthly per-subscription pricing. In case the above Pricing Schedule provides for tiered
pricing, the volume pricing levels are monthly and are based upon the aggregate total number of full-use subscriptions of the applicable
Services purchased by the customer entity executing this Order Form (“Customer”)
which are in effect as of this Order Form’s Order Start Date. Any price decreases shall
have no effect on previously purchased subscriptions. Only add-on Orders by Customer that are associated with this Order Form, for the
same Service and edition, during the order term herein, are eligible for the applicable volume pricing levels under this Pricing Schedule.
If a single additional add-on Order raises the aggregate number of subscriptions for any product listed in the table above the threshold
limits specified above, only those subscriptions exceeding the new threshold are entitled to the reduced pricing. Volume discounts do
not accumulate across different Services or editions. Any renewals of the subscriptions purchased under this Order Form are not eligible
for this Pricing Schedule unless expressly agreed to in writing between the parties in an applicable renewal Order Form.


 






     2 / 7


     


    

 


 


Quote Special Terms


 


Customer
acknowledges and agrees that the 1 Heroku - 1,000 Add-on Credits - Data subscription ordered hereunder at pricing of $540 subscription/month
is a Restricted Use Subscription, and shall be subject to the following restriction: The Restricted Use Subscription shall only be used
for 500 of Heroku - 1,000 Add-on Credits - Data. These restrictions shall be cumulative and shall apply to all Restricted Use Subscriptions
purchased under this Order Form. Customer must strictly segregate all Restricted Use Subscriptions from any full-featured subscriptions
it may hold by setting up and enforcing a unique profile in the Service associated with such Restricted Use Subscriptions. Customer understands
that the above functionality limitations are contractual in nature (i.e., the functionality itself has not been disabled as a technical
matter in the Service) and therefore agrees to strictly monitor its Users’ use of such Restricted
Use Subscriptions and enforce the applicable restrictions. Salesforce.com (http://salesforce.com/) may audit Customer’s
use of Restricted Use Subscriptions at any time through the Service. Should any audit reveal any unauthorized use of Restricted Use Subscriptions,
Customer agrees it will pay, within five (5) business days of notice of the audit results, the difference between the contract price
for Restricted Use Subscriptions and the list price for full subscriptions of the above-named product, for all of the Restricted Use
Subscriptions showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then
current subscription term. Upon such payment, all such Restricted Use Subscriptions showing unauthorized use will be converted into full
subscriptions for the remainder of the then current subscription term.


 


Customer
acknowledges and agrees that the 84 Heroku - 250k Connect Rows subscriptions ordered hereunder at pricing of $5.95subscription/month
are Restricted Use Subscriptions, and shall be subject to the following restrictions: i) the Restricted Use Subscriptions shall only
be used for the Heroku - 250k Connect Rows; and (ii) the number of synced rows between the Heroku Services and Customer’s
instance of salesforce.com (http://salesforce.com/) shall not exceed 21,000,000 synced rows. These include 300,000 active synced rows
and up to 20,700,000 inactive synced rows. These restrictions shall be cumulative and shall apply to all Restricted Use Subscriptions
purchased under this Order Form. Customer must strictly segregate all Restricted Use Subscriptions from any full-featured subscriptions
it may hold by setting up and enforcing a unique profile in the Service associated with such Restricted Use Subscriptions. Customer understands
that the above functionality limitations are contractual in nature (i.e., the functionality itself has not been disabled as a technical
matter in the Service) and therefore agrees to strictly monitor its Users’ use of such Restricted
Use Subscriptions and enforce the applicable restrictions. Salesforce.com (http://salesforce.com/) may audit Customer’s
use of Restricted Use Subscriptions at any time through the Service. Should any audit reveal any unauthorized use of Restricted Use Subscriptions,
Customer agrees it will pay, within five (5) business days of notice of the audit results, the difference between the contract price
for Restricted Use Subscriptions and the list price for full subscriptions of the above-named product, for all of the Restricted Use
Subscriptions showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then
current subscription term. Upon such payment, all such Restricted Use Subscriptions showing unauthorized use will be converted into full
subscriptions for the remainder of the then current subscription term


 


Customer
acknowledges and agrees that the 1 Heroku - 1,000 Add-on Credits - Partner subscription ordered hereunder at pricing of $552 subscription/month
is a Restricted Use Subscription, and shall be subject to the following restriction: The Restricted Use Subscription shall only be used
for 460 of Heroku - 1,000 Add-on Credits - Partner. These restrictions shall be cumulative and shall apply to all Restricted Use Subscriptions
purchased under this Order Form. Customer must strictly segregate all Restricted Use Subscriptions from any full-featured subscriptions
it may hold by setting up and enforcing a unique profile in the Service associated with such Restricted Use Subscriptions. Customer understands
that the above functionality limitations are contractual in nature (i.e., the functionality itself has not been disabled as a technical
matter in the Service) and therefore agrees to strictly monitor its Users’ use of such Restricted
Use Subscriptions and enforce the applicable restrictions. Salesforce.com (http://salesforce.com/) may audit Customer’s
use of Restricted Use Subscriptions at any time through the Service. Should any audit reveal any unauthorized use of Restricted Use Subscriptions,
Customer agrees it will pay, within five (5) business days of notice of the audit results, the difference between the contract price
for Restricted Use Subscriptions and the list price for full subscriptions of the above-named product, for all of the Restricted Use
Subscriptions showing unauthorized use (taken as a group), beginning with the date of the first violation through the end of the then
current subscription term. Upon such payment, all such Restricted Use Subscriptions showing unauthorized use will be converted into full
subscriptions for the remainder of the then current subscription term.


 


In
the event this Order Form reflects an early renewal of Customer’s existing subscriptions
purchased under applicable Order Forms under Contract No(s). 01477373, (as referenced in the corresponding invoice(s)), this Order Form
shall replace such previous Customer’s Order Form(s) which is/are hereby terminated. Any
credits applicable to fees paid in relation to such terminated Order Form(s) will be applied to this Order Form. In the event this Order
Form reflects an on-time renewal of applicable Order Forms under Contract No(s). 01477373, the previous sentence about credits does not
apply, and Order Forms related to such existing subscriptions shall be considered expired.


 


Notwithstanding anything in the Master
Subscription Agreement or otherwise to the contrary, Customer agrees that any renewals of the subscriptions purchased under this Order
Form shall be due and payable annually in advance and shall be for a minimum one-year term.


 












     3 / 7


     


    

 


 


Product Special Terms


 


CPQ Plus


 


In
order to access the CPQ Plus Services, Customer’s system administrator must first install
the managed package available at: http://steelbrick2.force.com/InstallCPQPlus


 


IMPORTANT:


 


As of November 1, 2020, SFDC will no
longer support versions of the CPQ Plus managed package that are more than two releases behind the then-current generally available version
of the CPQ Plus managed package. For more information, see: https://help.salesforce.com/articleView?id=000350866&type=1&mode=1


 


Scratch Org


 


The
following terms shall govern all of Customer’s use of the Scratch Orgs functionality, whether
provisioned pursuant to this or another Order Form. Scratch Orgs are for testing and development use only, and not for production use.
As part of its system maintenance, SFDC will periodically delete any Scratch Org, including any associated data or Active Scratch Objects,
as set forth in the Documentation. Deletion of an active Scratch Org shall not terminate Customer’s
Scratch Org subscription; if an active Scratch Org is deleted during Customer’s Scratch
Org subscription term, Customer may create a new active Scratch Org. Creation of new active Scratch Orgs count towards the daily scratch
org limits set forth in the Documentation. Any representations, warranties and covenants in the Customer’s
MSA regarding log retention, back-ups, disaster recovery, and return and deletion of data shall not apply to Scratch Orgs.


 


Heroku - Return, Hosting, and Deletion of Customer Data


 


Upon
termination or expiration of the Order Term, Heroku will terminate the customer database and delete data in accordance with the Documentation
subject to the remainder of this paragraph. In the event that an Order Term expires, and where Customer has not affirmatively indicated
that it wishes to discontinue its Heroku Services by either (1) requesting the return of Customer Data submitted to the Heroku Services
as described in the Documentation, (2) deleting Customer Data and code (“Customer Data”)
submitted to the Heroku Services by deleting all accounts, or (3) making written request submitted to support@heroku.com indicating that
Customer wishes to terminate its Heroku Services, Salesforce may, in its sole discretion, delay termination of the Heroku Services and
continue to provide Services to Customer, invoicing Customer monthly in arrears for such service at SFDC’s
then-current rate (“Continuation Services”)
until the sooner of (a) such time as Customer makes a written request submitted to support@heroku.com to terminate such Continuation
Services, or (b) SFDC ceases to provide Customer with Continuation Services in its sole discretion (but not longer than sixty days).
Upon termination of the Continuation Services, Customer Data shall be deleted in accordance with the Documentation.


 


Billing Plus


 


To
access Salesforce Billing Plus, Customer’s system administrator must first install it in
Customer’s Salesforce instance via the following link: http://steelbrick2.force.com/InstallQTC.
Each quantity of Salesforce Billing Plus quoted in this Order Form entitles Customer to use Salesforce Billing Plus to process up to
USD 1M (or the equivalent in local currency used) in Total Invoice Amount over the duration of this Order Form. SFDC reserves the right
to review the price paid by Customer under this Order Form in the event Customer has processed more than 30% over the overall Total Invoice
Amount entitlement quoted hereunder during the subscription term. Customer understands that the above limitation is contractual in nature
(i.e., it is not limited as a technical matter in the Service) and therefore agrees to strictly review its Users’ use
of such subscriptions and enforce the limits set forth herein. SFDC may review Customer’s
use of the subscriptions at any time through the Service. Unused Total Invoice Amount entitlement hereunder is forfeited at the end of
the subscription term and does not roll over to subsequent subscription terms.


 






     4 / 7


     


    

 


Free Sandbox with Enterprise Edition


 


Sandbox
subscriptions are for testing and development use only, and not for production use. As part of its system maintenance, SFDC may delete
any Sandbox that Customer has not logged into for 150 consecutive days. Thirty or more days before any such deletion, SFDC will notify
Customer (email acceptable) that the Sandbox will be deleted if Customer does not log into it during that 30-day (or longer) period.
Deletion of a Sandbox shall not terminate Customer’s Sandbox subscription; if a Sandbox
is deleted during Customer’s Sandbox subscription term, Customer may create a new Sandbox.


 


Heroku - 250k Connect Rows


 


The
Heroku - 250k Connect Rows subscription allows Customer to sync up to 250,000 data rows between the Heroku Services and Customer’s
instance of salesforce.com. Customer understands that the above limitation is contractual in nature (i.e., it is not enforced as a technical
matter in the Service) and therefore agrees to strictly monitor its Users’ use of such subscriptions
and enforce the applicable limitation. SFDC may review Customer’s use of such subscriptions
at any time through the Service. If at any time during the subscription term, Customer exceeds its permitted number of Heroku Connect
Rows, SFDC reserves the right to charge Customer list price for as many additional Heroku - 250k Connect Rows packages needed to cover
all Heroku Connect Rows consumed in excess of the permitted number of Heroku Connect Rows. Such additional fees will be charged to Customer
monthly in arrears via the billing or payment method specified above.


 


Heroku - 1,000 Add-on Credits - Data


 


Heroku
- 1,000 Add-on Credits - Data includes 1,000 Add-on Credits per calendar month to be consumed with Data Add-ons only, identified at:
https://devcenter.heroku.com/articles/heroku-enterprise. Customer understands that the above limitation is contractual in nature (i.e.,
it is not enforced as a technical matter in the Service) and therefore agrees to strictly monitor its Users’ use
of such subscriptions and enforce the applicable limitation. SFDC may review Customer’s
use of such subscriptions at any time through the Service. If in any calendar month, Customer exceeds its permitted number of Data Add-on
Credits, SFDC reserves the right to charge Customer list price for as many additional Heroku - 1,000 Add-on Credits - Data packages needed
to cover all Data Add-ons consumed in excess of the permitted number of Data Add-on Credits. Such additional fees will be charged to
Customer monthly in arrears via the billing or payment method specified above. Unused Data Add-on Credits are forfeited at the end of
each month and do not roll over to subsequent months. The beginning and end of each calendar month will conform with U.S. Pacific Time.


 


Heroku - 1,000 Add-on Credits - Partner


 


Heroku
- 1,000 Add-on Credits - Partner includes 1,000 Add-on Credits per calendar month to be consumed with Partner Add-ons only, identified
at: https://devcenter.heroku.com/articles/heroku-enterprise. Customer understands that the above limitation is contractual in nature
(i.e., it is not enforced as a technical matter in the Service) and therefore agrees to strictly monitor its Users’ use
of such subscriptions and enforce the applicable limitation. SFDC may review Customer’s
use of such subscriptions at any time through the Service. If in any calendar month, Customer exceeds its permitted number of Partner
Add-on Credits, SFDC reserves the right to charge Customer list price for as many additional Heroku - 1,000 Add-on Credits - Partner
packages needed to cover all Partner Add-ons consumed in excess of the permitted number of Partner Add-on Credits. Such additional fees
will be charged to Customer monthly in arrears via the billing or payment method specified above. Unused Partner Add-on Credits are forfeited
at the end of each month and do not roll over to subsequent months. The beginning and end of each calendar month will conform with U.S.
Pacific Time.


 


Partner Community/Customer Community (Members)


 


Subscriptions
to Customer Community (Member) or Partner Community (Member) may not be purchased for use by Customer employees or other personnel of
Customer. Each Customer Community (Member) or Partner Community (Member) subscription entitles the permitted number of member Users access
to all such Communities within the same Org. Customer shall assign each member User a User profile or permission set that permits access
to no more than 10 custom objects in the applicable community. Customer understands that the above limitations are contractual in nature
(i.e., they are not limited as a technical matter in the Service) and therefore agrees to strictly review its Users’ use
of such subscriptions and enforce the limits set forth herein. SFDC may review Customer’s
use of the subscriptions at any time through the Service.


 






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Heroku - 1 Dyno Unit


 


Each
Heroku - 1 Dyno Unit subscription includes 750 Dyno hours per month. Customer understands that the above limitation is contractual in
nature (i.e., it is not enforced as a technical matter in the Service) and therefore agrees to strictly monitor its Users’
use o such subscriptions and enforce the applicable limitation. SFDC may review Customer’s
use of such subscriptions at any time through th Service. If in any calendar month, Customer exceeds its permitted number of Dyno hours,
SFDC reserves the right to charge Customer list price for as many additional Heroku - 1 Dyno Unit needed to cover all Dyno hours consumed
in excess of the permitted number of Dyno hours. Such additional fees will be charged to Customer monthly in arrears via the billing
or payment method specified above. Dyno hours are tracked by SFDC on a per-second basis. Unused Dyno hours are forfeited at the
end of each month and do not roll over to subsequent months. The beginning and end of each calendar month will conform with U.S. Pacific
Time.


 


Einstein Features


 


SFDC
may offer Customer access to Einstein features via the Services. Customer’s use of the Einstein
features shall be subject to the Order Form Supplement for Einstein features available at https://www.salesforce.com/company/legal/agreements.jsp
(“Supplement”) which is hereby made part of
this Order Form. Upon Customer’s first use of an Einstein feature in an instance of the
Services, Customer will be presented with an In-App Message directing Customer to confirm acceptance of Einstein feature terms and conditions.
Instructions for enabling/disabling each Einstein feature in any instance are outlined in the Documentation here: https://help.salesforce.com/apex/HTViewSolution?urlname=Einstein-Enable-Disable&language=en_US
The functionality of the Einstein features shall not be considered a material component of the Services being provisioned hereunder.
The Einstein features are not available to some customers, including Government Cloud as stated in the Documentation.




 


Purchase Order Information


 


Is a Purchase Order (PO) required for the purchase or payment of the
products on this Order Form? (Customer to complete)


 


x No


 


 ̈ Yes - Please complete
below


 


	PO Number:	 
	 	 
	PO Amount:	 




 







     6 / 7


     


    

 


Upon signature by Customer and submission to
salesforce.com, this Order Form shall become legally binding unless this Order Form is rejected by salesforce.com for any of the following
reasons: (1) the signatory below does not have the authority to bind Customer to this Order Form, (2) changes have been made to this
Order Form (other than completion of the purchase order information and the signature block), or (3) the requested purchase order information
or signature is incomplete or does not match our records or the rest of this Order Form. Subscriptions are non-cancelable before their
Order End Date.


 


This Order Form is governed by the terms of the
salesforce.com Master Subscription Agreement found at https://www.salesforce.com/company/msa.jsp, unless (i) Customer has a written master
subscription agreement executed by salesforce.com for such Services as referenced in the Documentation, in which case such written salesforce.com
master subscription agreement will govern or (ii) otherwise set forth herein.


 


	Customer:	Wealth Dynamics Pte
    Ltd	 
	 	 	 
	Signature 	/s/ Suraj Naik	 
	 	 	 
	Name 	Suraj Naik	 
	 	 	 
	Business Title 	General Manager	 
	 	 	 
	Authority Level	C Level Executive	 
	 	 	 
	Date 	October 19, 2020 | 06:36 PDT	 


 


 


 


Confidential and proprietary. © Copyright
2000-2017 salesforce.com, inc. All rights reserved.


 







     7 / 7


     


    

 


		salesforce.com Singapore Pte Ltd	ORDER FORM
    for Wealth Dynamics Pte Ltd
	5 Temasek Boulevard	Offer Valid Through: 07/10/2020
	#13-01 Suntec Tower 5	Proposed by: Sarika Khushani
	Singapore 038985	Quote Number: Q-04085856
	 	 


 


ORDER FORM


 


 


Address Information


 


	Bill To:	Ship To:
	One George Street #10-01	One George Street #10-01
	Singapore	Singapore
	Singapore, 049145	Singapore, 049145
	SG - Singapore	SG - Singapore
	 	 
	Billing Company Name: Wealth Dynamics Pte Ltd	Billing Phone: +65 97107275
	Billing Contact Name: Suraj Naik	Billing Fax:
	Billing Email Address: suraj@wealthdynamics.org	Billing Language: English


 


 


Terms and Conditions


 


	Contract Start Date*: 22/12/2020	Payment Method: Wire Transfer
	Contract End Date*: 21/12/2022	Payment Terms: Net 30
	Billing Frequency: Semi-annual	Billing Method: Email


 


 


Services


 


	 	 	Order	 	Order	 	Order Term	 	 	Monthly/	 	 	 	 	 	 	 
	Services	 	Start
    Date*	 	End
    Date*	 	(months)*	 	 	Unit
    Price**	 	 	Quantity	 	 	Total
    Price	 
	Sender Authentication Package	 	22/12/2020	 	21/12/2022	 	 	24	 	 	 	USD
                                            31.25	 	 	 	1	 	 	 	USD
                                            750.00	 
	Super Messages (1,000)	 	22/12/2020	 	21/12/2022	 	 	 	 	 	 	USD
                                            1.00	 	 	 	40,000	 	 	 	USD
                                            40,000.00	 
	Private IP / Dedicated IP	 	22/12/2020	 	21/12/2022	 	 	24	 	 	 	USD
                                            25.00	 	 	 	2	 	 	 	USD
                                            1,200.00	 
	ExactTarget - Corporate Edition - FP	 	22/12/2020	 	21/12/2022	 	 	24	 	 	 	USD
                                            3,487.50	 	 	 	1	 	 	 	USD
                                            83,700.00	 
	Additional Contacts - Corporate Edition
    (1,000)	 	22/12/2020	 	21/12/2022	 	 	24	 	 	 	USD
                                            0.63	 	 	 	1,955	 	 	 	USD
                                            29,559.60	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Total:
                                            USD 155,209.60	 



 







     1 / 6


     


    

 


*If this Order Form is executed and/or returned
to salesforce.com by Customer after the Order Start Date above, salesforce.com may adjust the Order Start Date and Order End Date, without
increasing the Total Price, based on the date salesforce.com activates the products and provided that the total term length does not
change. Following activation, any adjustments to such Order Start Date and Order End Date may be confirmed by logging into Checkout,
by reference to the order confirmation email sent by salesforce.com to the Billing Email Address above, and/or by contacting Customer
Service.


 


**The Monthly/Unit Price shown above has been
rounded to two decimal places for display purposes. As many as eight decimal places may be present in the actual price. The totals for
this order were calculated using the actual price, rather than the Monthly/Unit Price displayed above, and are the true and binding totals
for this order


 


Prices shown above do not include any taxes that may apply. Any such
taxes are the responsibility of Customer. This is not an invoice.


 


For customers
based in the United States, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing
the “Ship To” location provided by Customer
on this Order Form.


 


 


Usage Details


 


By Account


 


	Usage Type	 	Start Date	 	End Date	 	Quantity	 	 	Overage Rate	 
	Super Messages	 	22/12/2020	 	21/12/2022	 	 	60,000,000	 	 	 	USD
                                            0.00125000	 




 


	By Tenant ID	 	 	 	 	 



 


	Usage Type	 	Start Date	 	End Date	 	Tenant ID	 	 	Quantity	 	 	Overage Rate
	Corporate Edition Contacts	 	22/12/2020	 	21/12/2022	 	 	7207677	 	 	 	2,000,000	 	 	USD 0.00094500



 


 


Pricing Schedule


 


	 	 	Monthly/	 	 	 	 
	Product	 	Unit Price**	 	 	Quantity For	 
	Sender Authentication Package	 	 	USD
                                            31.25	 	 	 	1	 
	Super Messages (1,000)	 	 	USD
                                            1.00	 	 	 	40000	 
	ExactTarget - Corporate Edition - FP	 	 	USD
                                            3,487.50	 	 	 	1	 
	Private IP / Dedicated IP	 	 	USD
                                            25.00	 	 	 	2	 
	Additional Contacts - Corporate Edition (1,000)	 	 	USD
                                            0.63	 	 	 	1955	 



 


The pricing in
the Pricing Schedule above is stated in terms of monthly per-subscription pricing. In case the above Pricing Schedule provides for tiered
pricing, the volume pricing levels are monthly and are based upon the aggregate total number of full-use subscriptions of the applicable
Services purchased by the customer entity executing this Order Form (“Customer”)
which are in effect as of this Order Form’s Order Start Date. Any price decreases shall
have no effect on previously purchased subscriptions. Only add-on Orders by Customer that are associated with this Order Form, for the
same Service and edition, during the order term herein, are eligible for the applicable volume pricing levels under this Pricing Schedule.
If a single additional add-on Order raises the aggregate number of subscriptions for any product listed in the table above the threshold
limits specified above, only those subscriptions exceeding the new threshold are entitled to the reduced pricing. Volume discounts do
not accumulate across different Services or editions. Any renewals of the subscriptions purchased under this Order Form are not eligible
for this Pricing Schedule unless expressly agreed to in writing between the parties in an applicable renewal Order Form.


 







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Quote Special Terms


 


Notwithstanding anything in the Master
Subscription Agreement or otherwise to the contrary, Customer agrees that any renewals of the subscriptions purchased under this Order
Form shall be due and payable annually in advance and shall be for a minimum one-year term.


 


In
the event this Order Form reflects an early renewal of Customer’s existing subscriptions
purchased under applicable Order Forms under Contract No(s). 02050348, (as referenced in the corresponding invoice(s)), this Order Form
shall replace such previous Customer’s Order Form(s) which is/are hereby terminated. Any
credits applicable to fees paid in relation to such terminated Order Form(s) will be applied to this Order Form. In the event this Order
Form reflects an on-time renewal of applicable Order Forms under Contract No(s). 02050348, the previous sentence about credits does not
apply, and Order Forms related to such existing subscriptions shall be considered expired.


 


 


Product Special Terms


 


NOTICE - Contacts


 


Contacts must be used before the End
Date set forth in the Usage Details table herein - no rollover will be permitted. Usage fees do not include taxes or overage fees. Customer
will be invoiced for any applicable taxes or overage fees as set forth in the Agreement and this Order Form. Usage will be calculated
based on Central Standard Time. Additional units may be purchased at any time during the term of this Order Form; however, if Customer
fails to order additional units prior to exhausting its then-current unit volume, the applicable overage rates for such units as set
forth in this Order Form will apply. Overage fees will be billed monthly, in arrears, for each month that Customer exceeds its then-current
volume.


 


NOTICE - Marketing Cloud Einstein


 


Customer
acknowledges that SFDC may access Customer Data submitted to services and features branded as Einstein for the purpose of training and
improving similar or related services and features, and Customer instructs SFDC to process its Customer Data for such purpose. SFDC retains
all right, title, and interest in and to all system performance data, machine learning algorithms, and aggregated results of such machine
learning. SFDC will not share Customer’s Customer Data with any other customers.


 


NOTICE - Einstein Engagement


 


Einstein
Engagement is provided using technology infrastructure used by the Einstein Platform and the Marketing Cloud ExactTarget and Predictive
Intelligence Services. As a result, any representations, warranties and covenants regarding the service levels, privacy, security, or
disaster recovery measures that are specific to Marketing Cloud Services are hereby disclaimed with respect to Einstein Engagement and
otherwise replaced by the information described in the applicable Trust and Compliance Documentation. Einstein Engagement is subject
to the Marketing Cloud Trust and Compliance Documentation as applicable to ExactTarget and Predictive Intelligence and the Einstein Platform
Trust and Compliance Documentation. The following “NOTICES” terms
apply: Marketing Cloud Einstein.


 









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ExactTarget - Corporate Edition


 


Includes
the following ExactTarget Services: 10,000,000 Super Messages per annum, 45,000 Contacts, and up to 45 users. In addition, Einstein Engagement
and the following Predictive Intelligence Services are included in this Edition: Intelligent Email (Predictive Email Content), Web &
Mobile Analytics, and Intelligent Web (Predictive Web Recommendations). Additional information on features included in Corporate Edition
can be found at: http://sfdc.co/ETMCpricing. The following “NOTICES” terms
apply: Location, Email Messaging, Marketing Cloud Einstein, Mobile Messaging, Predictive Intelligence, Einstein Engagement, Utilization,
and Contacts. The purchase of Professional Services is recommended for optimal implementation of Predictive Email Content and Journey
Builder. Implementation of Predictive Email Content and Journey Builder are not required for use of other features within this Edition.


 


Super Messages (1,000)


 


A Quantity
of 1 includes 1,000 Super Messages. Super Messages must be used within the applicable Order Start and End Dates. A detailed description
of Super Messages and how they may be used can be found at http://www.sfdcstatic.com/assets/pdf/misc/marketing_cloud_super_message_bundles.pdf.
The following “NOTICES” terms apply: Utilization.


 


NOTICE – Email Messaging


 


The Marketing Cloud Trust and Compliance
Documentation at https://help.Salesforce.com/articleView?id=Marketing-Cloud-Trust-and-Compliance-Documentation&language=en_US&type=1
as applicable to ExactTarget applies with respect to use of these Services.


 


NOTICE - Location Services


 


Customer’s
use of Location Services shall comply with the following Google terms of use:


 


·
Maps Terms - https://maps.google.com/help/terms_maps.html


 


·
Legal Notices - https://maps.google.com/help/legalnotices_maps.html


 


·
Acceptable Use Policy - https://www.google.com/enterprise/earthmaps/legal/us/maps_AUP.html


 


NOTICE – Mobile Messaging


 


Text
Messaging - Applicable to SMS and MMS messaging (“Text Services”)
Customer shall: (a) use the Text Services in accordance with the Marketing Cloud Notices and License Information at https://help.Salesforce.com/articleView?id=Marketing-Cloud-Trust-and-Compliance-Documentation&language=en_US&type=1
as applicable to ExactTarget and (b) indemnify, defend, and hold SFDC, the Aggregators, and their respective affiliates harmless from
and against any claim or loss arising from or relating to Customer’s use of the Text Services
or Customer Data sent via the Text Service. ANY LIMITATION OF LIABILITY SET FORTH IN THE MSA SHALL NOT APPLY WITH RESPECT TO THE INDEMNIFICATION
OBLIGATIONS IN (b) ABOVE. Note: Only first instance messages (e.g., STOP, QUIT, CANCEL, END, UNSUBSCRIBE as the first word), as described
in the Documentation, will stop recipients from receiving messages.


 


NOTICE - Predictive Intelligence


 


Predictive Intelligence is provided
using technology infrastructure different from that used by the ExactTarget Services. As a result, any representations, warranties and
covenants regarding the service levels, support, privacy, security, or disaster recovery measures that are specific to the ExactTarget
Services are hereby disclaimed with respect to Predictive Intelligence and otherwise replaced by the information described in the applicable
Trust and Compliance Documentation.


 






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NOTICE - Utilization


 





Utilization
units must be used before the End Date set forth in the Usage Details Table herein – no rollover will be permitted. Usage fees
do not include taxes or overage fees. Customer will be invoiced for any applicable taxes or overage fees as set forth in the Agreement
and this Order Form. Usage will be calculated based on Central Standard Time. Additional units may be purchased at any time during the
term of this Order Form; however, if Customer fails to order additional units prior to exhausting its then-current unit volume, the applicable
overage rates for such units as set forth in this Order Form will apply. Overage fees will be billed monthly, in arrears. Contacts overage
fees will be billed monthly for each month that Customer exceeds its then-current unit volume. Customer understands that usage limitations
are contractual in nature (i.e., these limitations are not limited as a technical matter in the Services) and therefore agrees to strictly
review its Users’ usage and enforce the limits set forth herein.


 


 


Purchase Order Information


 


Is a Purchase Order (PO) required for the purchase or payment of the
products on this Order Form? (Customer to complete)


 


x No


 


 ̈ Yes - Please complete
below


 





	PO Number:	 
	 	 
	PO Amount:	 


 





 



 


Upon signature by Customer and submission to
salesforce.com, this Order Form shall become legally binding unless this Order Form is rejected by salesforce.com for any of the following
reasons: (1) the signatory below does not have the authority to bind Customer to this Order Form, (2) changes have been made to this
Order Form (other than completion of the purchase order information and the signature block), or (3) the requested purchase order information
or signature is incomplete or does not match our records or the rest of this Order Form. Subscriptions are non-cancelable before their
Order End Date.


 


This Order Form is governed by the terms of the
salesforce.com Master Subscription Agreement found at https://www.salesforce.com/company/msa.jsp, unless (i) Customer has a written master
subscription agreement executed by salesforce.com for such Services as referenced in the Documentation, in which case such written salesforce.com
master subscription agreement will govern or (ii) otherwise set forth herein.


 






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	Customer: 	Wealth Dynamics Pte
    Ltd	 
	 	 	 
	Signature 	/s/ Suraj Naik	 
	 	 	 
	Name 	Suraj Naik	 
	 	 	 
	Business Title 	CMO	 
	 	 	 
	Authority Level 	C Level Executive	 
	 	 	 
	Date 	December 9, 2020 | 01:36 PST	 


 


 


Confidential and proprietary. © Copyright
2000-2017 salesforce.com, inc. All rights reserved.




 






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