For Salesforce Applications by Journey Builders
THIS MASTER SUBSCRIPTION AGREEMENT (“Agreement“) governs Your purchase and ongoing use of any Salesforce application (each, a “Product“) developed and made available by Journey Builders, whether distributed via the Salesforce AppExchange, directly by Journey Builders, or through any other channel, including but not limited to JB Case Scheduler, JB Email Send Log, and any future Products made available by Journey Builders.
This Agreement is entered into by and between Journey Builders, a business registered in the Netherlands operating via journeybuilders.eu (“We,” “Us,” or “Our”) and the entity accepting this Agreement (“You” or “Your”). This Agreement is effective as of the date You first accept it, whether by installing a Product, executing an Order Form, commencing a free trial, or otherwise indicating acceptance.
You acknowledge that each Product operates on or integrates with the Salesforce platform. Products may be delivered as Salesforce managed packages, unmanaged packages, or through other distribution mechanisms. By accepting this Agreement, You confirm that You accept and agree to abide by the applicable Salesforce Platform Terms of Use. Certain Products may also integrate with or rely upon Third-Party Services (as defined below). Your use of such Third-Party Services is subject to the applicable third-party terms and conditions.
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE PRODUCTS.
Table of Contents
- Definitions
- Free Trial
- Purchased Services
- Use of the Products
- Third-Party Services
- Fees and Payment for Purchased Services
- Proprietary Rights
- Confidentiality
- Warranties and Disclaimers
- Mutual Indemnification
- Limitation of Liability
- Term and Termination
- Data Protection
- Contracting Entity, Notices, Governing Law and Jurisdiction
- General Provisions
1. Definitions
“AppExchange” means the online directory of applications located at salesforce.com/appexchange or any successor website.
“Confidential Information” means all confidential information disclosed by a party to the other 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, as further described in Section 8.
“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
“Order Form” means the ordering documents for purchases hereunder, including addenda thereto, entered into between You and Us from time to time, whether via the Salesforce AppExchange checkout, a direct purchase from Journey Builders, or any other agreed ordering mechanism. Order Forms are incorporated herein by reference.
“Product” means any Salesforce application developed and made available by Journey Builders, whether distributed via the Salesforce AppExchange, directly by Journey Builders, or through any other authorized channel, including but not limited to JB Case Scheduler and JB Email Send Log, and any future applications We make available.
“Purchased Services” means Products and related services that You purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
“Services” means the online functionality provided by the Products as described in the applicable User Guide, that are ordered by You as part of a free trial or under an Order Form, including associated offline components but excluding Third-Party Applications and Third-Party Services.
“Third-Party Applications” means online or offline software products provided by third parties that interoperate with the Services or the Salesforce platform, including but not limited to those listed on the AppExchange.
“Third-Party Services” means external platforms, APIs, or services not operated by Us that a Product may connect to or rely upon in order to provide its functionality, including but not limited to Salesforce Marketing Cloud Engagement, Salesforce Data Cloud, Google services, or other email, messaging or marketing platforms. Your use of Third-Party Services is subject to the applicable third-party terms.
“User Guide” means the online user guide or documentation for the applicable Product, accessible via journeybuilders.eu or the AppExchange listing, as updated from time to time.
“Users” means Your employees, representatives, consultants, contractors or agents who are authorized by You to use a Product, for whom subscriptions have been purchased, and who have been supplied user identifications and passwords by You (or by Us at Your request).
“Your Data” means all electronic data or information submitted by You to the Purchased Services. For the avoidance of doubt, data residing exclusively within Third-Party Services (such as Salesforce Marketing Cloud Engagement) remains subject to the terms of those Third-Party Services.
“Update” means any new version, patch, bug fix, enhancement, or configuration change to a Product that We make available from time to time, including updates that may be required due to changes in the Salesforce platform, Salesforce APIs, or Third-Party Services.
“Service Subscription” means a support and maintenance subscription that entitles You to receive Updates, technical support, and access to new releases for the applicable Product during the subscription term, as specified in the applicable Order Form.
2. Free Trial
If We make one or more Products available to You on a trial basis free of charge, the trial will be available until the earlier of (a) the end of the free trial period for which You registered, or (b) the start date of any Purchased Services ordered by You under an Order Form. Additional trial terms and conditions may appear on the trial registration web page, the AppExchange listing, or Our website and are incorporated into this Agreement by reference.
NOTWITHSTANDING SECTION 9 (WARRANTIES AND DISCLAIMERS), DURING THE FREE TRIAL THE PRODUCTS ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Please review the applicable User Guide during the trial period so that You become familiar with the features and functions of the Product before You make Your purchase.
3. Purchased Services
3.1 Provision of Purchased Services
We shall make the Purchased Services available to You pursuant to this Agreement and the relevant Order Forms during the applicable subscription term. You agree that Your purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.
3.2 User Subscriptions
Unless otherwise specified in the applicable Order Form: (i) Products are purchased as User subscriptions and may be accessed by no more than the specified number of Users; (ii) additional User subscriptions may be added during the subscription term at the same pricing as the pre-existing subscriptions, prorated for the remainder of the subscription term; and (iii) added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Products.
4. Use of the Products
4.1 Our Responsibilities
We shall: (i) provide to You basic support for the Purchased Services at no additional charge, and/or upgraded support if purchased separately; (ii) use reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours’ notice via the Purchased Services or email and which We shall schedule to the extent practicable during weekend hours from 6:00 p.m. UTC Friday to 3:00 a.m. UTC Monday), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, pandemic, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or outages or disruptions of the Salesforce platform or any Third-Party Service; and (iii) provide the Purchased Services only in accordance with applicable laws and government regulations.
4.2 Your Responsibilities
You shall: (i) be responsible for Users’ compliance with this Agreement; (ii) be solely responsible for the accuracy, quality, integrity, and legality of Your Data and of the means by which You acquired Your Data; (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Products, and notify Us promptly of any such unauthorized access or use; (iv) use the Products only in accordance with the applicable User Guide and applicable laws and government regulations; and (v) maintain all required subscriptions, licenses, and credentials for any Third-Party Services that a Product integrates with, at Your own cost.
You shall not: (a) make the Products available to anyone other than Users; (b) sell, resell, rent, or lease the Products; (c) use the Products to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or material in violation of third-party privacy rights; (d) use the Products to store or transmit Malicious Code; (e) interfere with or disrupt the integrity or performance of the Products or third-party data contained therein; or (f) knowingly attempt to gain unauthorized access to the Products or their related systems or networks.
4.3 Usage Limitations
Products may be subject to usage limits, including the quantities, functionality, and license restrictions specified under each Product in the applicable Order Form, AppExchange listing, or product documentation. If You exceed a contractual usage limit, Your subscription may be upgraded to the appropriate license type and You will pay any invoice for excess usage based on current pricing. Standard Salesforce platform limits (including but not limited to limits on disk storage, API call volumes, and page views) apply as imposed by Salesforce.
4.4 Updates and New Releases
From time to time, We may release Updates to a Product. Updates may be necessary due to changes in the Salesforce platform, Salesforce APIs, Third-Party Services, or to address bugs, security vulnerabilities, or feature enhancements. We shall provide instructions for installing or applying Updates via Our website (journeybuilders.eu) and/or via email to the contact designated by You.
4.5 Entitlement to Updates
Access to Updates and new releases is provided exclusively to customers who maintain an active paid subscription or Service Subscription for the applicable Product. If Your subscription has expired or been terminated, You shall not be entitled to receive or install any Updates released after the expiration or termination date. Continued use of the Product without an active subscription does not entitle You to Updates, support, or new releases.
4.6 Customer Responsibility for Updates
You are solely responsible for reviewing and applying Updates in a timely manner in accordance with the instructions provided by Us. This includes, but is not limited to: (i) installing new versions of the Product in Your Salesforce environment; (ii) making configuration changes to Your Salesforce organization as instructed; (iii) updating Named Credentials, permission sets, or other settings as required; and (iv) testing Updates in a sandbox environment prior to deployment to production, where appropriate.
We shall not be liable for any issues, disruptions, or loss of functionality arising from Your failure to apply Updates in a timely manner, or from Your failure to follow the installation or configuration instructions provided by Us. If changes to the Salesforce platform or a Third-Party Service cause a Product to malfunction and an Update addressing the issue has been made available, Your sole remedy is to apply the Update in accordance with Our instructions.
5. Third-Party Services
5.1 Dependency on Third-Party Services
Certain Products rely on Third-Party Services to provide their core functionality. For example, JB Email Send Log requires a valid Salesforce Marketing Cloud Engagement subscription and corresponding API credentials. You are solely responsible for obtaining and maintaining all required Third-Party Service subscriptions, licenses, API credentials, and configurations at Your own cost.
5.2 Availability and Liability
We do not control, and shall not be liable for, the availability, accuracy, performance, or security of any Third-Party Service. Any disruption, downtime, data loss, rate limiting, API changes, or discontinuation of a Third-Party Service is outside Our reasonable control. In no event shall We be liable for any loss, damage, or inability to use a Product that results from the unavailability, malfunction, or modification of a Third-Party Service.
5.3 Third-Party Terms
Your use of any Third-Party Service is governed solely by the terms and conditions of the applicable third-party provider. We make no representations or warranties regarding any Third-Party Service. It is Your responsibility to review and comply with all applicable third-party terms.
6. Fees and Payment for Purchased Services
6.1 Fees
You shall pay all fees specified in all Order Forms. Unless otherwise stated in the applicable Order Form: (i) fees are quoted and payable in Euros (€) or as specified in the Order Form; (ii) fees are based on Products purchased and not actual usage; (iii) payment obligations are non-cancellable and fees paid are non-refundable; and (iv) the number of User subscriptions purchased cannot be decreased during the relevant subscription term.
6.2 User Limits
The number of Users permitted to use a Product is set forth in the applicable Order Form. If You exceed the permitted number of Users at any time, You will be billed for such additional Users at the beginning of the payment period during which such additional Users were first provided access. Fees for User subscriptions added mid-period will be charged at the current, non-discounted pricing for the remainder of the subscription term.
6.3 Invoicing and Payment
Invoicing and payment shall be handled as specified in the applicable Order Form. Where purchases are made through the Salesforce AppExchange, Salesforce checkout handles the payments and invoices in accordance with its processes. For direct purchases from Journey Builders, We shall issue invoices in accordance with the payment terms specified in the Order Form, and payment shall be due within thirty (30) days of the invoice date unless otherwise agreed.
6.4 Suspension of Service
If any amount owing by You is 30 or more days overdue, We may, without limiting Our other rights and remedies, accelerate Your unpaid fee obligations so that all such obligations become immediately due and payable, and suspend the affected Products until such amounts are paid in full.
6.5 Taxes
Unless otherwise stated, Our fees do not include any applicable taxes, levies, duties, or similar governmental assessments, including but not limited to value-added, sales, use or withholding taxes (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases. If We have the legal obligation to pay or collect Taxes for which You are responsible, the appropriate amount shall be invoiced to and paid by You, unless You provide Us with a valid tax exemption certificate. We are solely responsible for taxes assessable against Us based on Our income, property and employees.
6.6 Audit
We shall have the right to audit You, upon at least twenty-four (24) hours’ notice, to verify that the Products are being used in compliance with this Agreement.
7. Proprietary Rights
7.1 Reservation of Rights
Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all rights, title and interest in and to the Products and Services, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
7.2 Restrictions
You shall not: (i) permit any third party to access the Products except as permitted herein or in an Order Form; (ii) create derivative works based on the Products; (iii) copy, frame or mirror any part or content of the Products, other than on Your own intranets for Your own internal business purposes; (iv) reverse engineer, decompile, or disassemble the Products; or (v) access the Products in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Products.
7.3 Derivative Works
All works which are derivative of the Products, and all intellectual property rights therein, including all rights to intellectual property in the source code, XML, metadata, and data schema, shall be owned exclusively by Us. During the term of this Agreement and any extension thereof, You agree that You and any third party working on Your behalf shall not create derivative works nor develop any software application or service that replicates the core functionality of the applicable Product, whether for internal use or for use by third parties, including but not limited to any application developed for use with Salesforce software or developed to be used on the Salesforce platform that substantially replicates the features of a Product You have licensed. A breach of this Section shall be considered a material breach not subject to any limitations or exclusions of liability stated in this Agreement.
7.4 Ownership of Your Data
As between Us and You, You exclusively own all rights, title and interest in and to all of Your Data.
7.5 Feedback
We shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Products any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Products.
8. Confidentiality
8.1 Definition of Confidential Information
As used herein, “Confidential Information” means all confidential 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. Your Confidential Information includes Your Data. Our Confidential Information includes the Products and their underlying technology. Confidential Information of each party includes the terms of this Agreement and all Order Forms, as well as business and marketing plans, technology, product plans and designs, and business processes. Confidential Information shall not include 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 disclosure without breach of any obligation; (iii) is received from a third party without breach of any obligation; or (iv) was independently developed by the Receiving Party.
8.2 Protection of Confidential Information
The Receiving Party shall use at least the same degree of care it uses to protect its own confidential information of like kind (but no less than reasonable care) to: (i) not disclose or use any Confidential Information for any purpose outside the scope of this Agreement; and (ii) limit access to those employees, contractors and agents who need such access and who have signed confidentiality agreements with protections no less stringent than those herein. Notwithstanding the foregoing, You may share Confidential Information with Your employees, Board of Directors, legal counsel, accountants, and consultants as reasonably necessary.
8.3 Protection of Your Data
We shall maintain reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data that passes through Our systems. We shall not: (a) modify Your Data; (b) disclose Your Data except as compelled by law or as expressly permitted in writing by You; or (c) access Your Data except to provide the Services, prevent or address technical problems, or at Your request in connection with support matters. For the avoidance of doubt, data that resides exclusively within Salesforce or a Third-Party Service (and does not pass through Our systems) is governed by the applicable platform’s or provider’s data protection policies, not this Section.
8.4 Compelled Disclosure
The Receiving Party may disclose Confidential Information if compelled by law, provided the Receiving Party gives the Disclosing Party prior notice (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure.
8.5 Agreed Disclosure
If You become a paying customer, You agree to allow Us to reference You as a customer using Our technology on Our website and in marketing collateral. You will provide Us with an approved company logo that We may publish to communicate such relationship. You may revoke this consent at any time upon written notice.
9. Warranties and Disclaimers
9.1 Our Warranties
We warrant that: (i) the Products shall perform materially in accordance with the applicable User Guide; and (ii) the core functionality of a Product will not be materially decreased during a subscription term by Us. These warranties apply solely to the functionality of the Products and do not extend to the availability, performance, or functionality of the Salesforce platform, any Third-Party Service, or any network or infrastructure outside Our control. These warranties are contingent upon You applying all available Updates in accordance with the instructions provided by Us. For any breach of either such warranty, Your exclusive remedy shall be as provided in Section 12.3 (Termination for Cause) and Section 12.5 (Refund or Payment upon Termination).
9.2 Mutual Warranties
Each party represents and warrants that: (i) it has the legal power to enter into this Agreement; and (ii) it will not transmit to the other party any Malicious Code.
9.3 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE PRODUCTS WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE FROM COMPONENTS PROVIDED BY THIRD PARTIES, AND WE EXPRESSLY DISCLAIM ANY LIABILITY ARISING FROM THE UNAVAILABILITY, ERRORS, OR MODIFICATION OF ANY THIRD-PARTY SERVICE, THE SALESFORCE PLATFORM, OR ANY OTHER EXTERNAL DEPENDENCY.
10. Mutual Indemnification
10.1 Indemnification by Us
We shall defend You against any claim, demand, suit, or proceeding (“Claim”) made or brought against You by a third party alleging that the use of a Product as permitted hereunder infringes or misappropriates the intellectual property rights of a third party, and shall indemnify You for any damages finally awarded against, and for reasonable attorney’s fees incurred by, You in connection with any such Claim; provided, that You: (a) promptly give Us written notice of the Claim; (b) give Us sole control of the defense and settlement (provided that We may not settle unless the settlement unconditionally releases You of all liability); and (c) provide Us all reasonable assistance, at Our expense.
10.2 Indemnification by You
You shall defend Us against any Claim made or brought against Us by a third party alleging that Your Data, or Your use of the Products in violation of this Agreement, infringes or misappropriates third-party intellectual property rights or violates applicable law, and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Us in connection with any such Claim; provided, that We: (a) promptly give You written notice; (b) give You sole control of the defense and settlement (provided that You may not settle unless it unconditionally releases Us of all liability); and (c) provide You all reasonable assistance, at Our expense.
10.3 Exclusive Remedy
This Section 10 states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described herein.
11. Limitation of Liability
11.1 Aggregate Limitation
IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY YOU FOR THE APPLICABLE PRODUCT IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 6.
11.2 Exclusion of Consequential Damages
IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
11.3 Third-Party Service Disruptions
WITHOUT LIMITING THE FOREGOING, WE SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, DAMAGE, OR INABILITY TO USE A PRODUCT TO THE EXTENT CAUSED BY OR RESULTING FROM: (A) DOWNTIME, OUTAGES, RATE LIMITING, OR DISCONTINUATION OF THE SALESFORCE PLATFORM OR ANY THIRD-PARTY SERVICE; (B) CHANGES TO THIRD-PARTY APIS, TERMS OF SERVICE, OR PRICING; (C) SUSPENSION OR TERMINATION OF YOUR THIRD-PARTY SERVICE ACCOUNT; OR (D) DATA LOSS WITHIN A THIRD-PARTY SERVICE.
12. Term and Termination
12.1 Term of Agreement
This Agreement commences on the date You first accept it and continues until all subscriptions granted hereunder have expired or been terminated. If You use a Product for a free trial only and do not purchase a subscription, this Agreement terminates at the end of the free trial period.
12.2 Term of Subscriptions
Subscriptions commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. All subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least sixty (60) days before the end of the relevant subscription term.
12.3 Termination for Cause
A party may terminate this Agreement for cause: (i) upon ninety (90) 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.
12.4 Termination for Convenience
Either party may terminate this Agreement at any time upon sixty (60) days’ written notice to the other party. If You terminate for convenience, all unpaid fee obligations for the remainder of the then-current subscription term become immediately due and payable.
12.5 Refund or Payment upon Termination
Upon termination for cause by You, We shall refund any prepaid fees covering the remainder of the subscription term after the effective date of termination. Upon termination for cause by Us, You shall pay any unpaid fees covering the remainder of the subscription term. In no event shall any termination relieve You of the obligation to pay any fees payable for the period prior to the effective date of termination.
12.6 Return of Your Data
The Products operate within or integrate with Your Salesforce environment and, where applicable, connect to Third-Party Services. Upon termination, We shall have no obligation to maintain or provide access to any data, except as required by law. You are responsible for exporting Your Data from the Salesforce platform and any Third-Party Services using the tools and processes provided by those platforms prior to termination.
12.7 Surviving Provisions
Sections 6 (Fees), 7 (Proprietary Rights), 8 (Confidentiality), 9.3 (Disclaimer), 10 (Indemnification), 11 (Limitation of Liability), 12.5 (Refund or Payment), 12.6 (Return of Data), 13 (Data Protection), 14 (Contracting Entity, Governing Law) and 15 (General Provisions) shall survive any termination or expiration of this Agreement.
13. Data Protection
13.1 Data Processing
To the extent that We process personal data on Your behalf in connection with the Products, We shall do so only as necessary to provide the Services and in accordance with Your documented instructions. If applicable, the parties shall enter into a separate Data Processing Agreement (“DPA”) that governs the processing of personal data under the General Data Protection Regulation (EU) 2016/679 (“GDPR”) or other applicable data protection legislation.
13.2 Salesforce Platform and Third-Party Services
Your Data within the Salesforce platform is processed in accordance with Salesforce’s data protection policies and agreements. Similarly, data within Third-Party Services is governed by the applicable provider’s data protection terms. We are not a data processor for data that resides exclusively within the Salesforce platform or a Third-Party Service and does not pass through Our systems.
13.3 Security Incident Notification
In the event of a confirmed security incident affecting Your Data that passes through Our systems, We shall notify You without undue delay and in accordance with applicable law, and shall take reasonable steps to mitigate the effects of the incident.
14. Contracting Entity, Notices, Governing Law and Jurisdiction
14.1 Contracting Entity
You are contracting with:
Journey Builders Waldeck Pyrmontlaan 5 2341 VA Oegstgeest The Netherlands
Notices should be addressed to: Legal Department
Governing law: The Netherlands
14.2 Manner of Giving Notice
Except as otherwise specified, all notices shall be in writing and shall be deemed given upon: (i) personal delivery; (ii) the second business day after mailing; (iii) the second business day after sending by confirmed facsimile; or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or indemnifiable claims). Notices to You shall be addressed to the system administrator designated by You or the relevant billing contact.
14.3 Governing Law and Jurisdiction
This Agreement shall be governed by the laws of the Netherlands, without regard to choice or conflicts of law rules. The parties submit to the exclusive jurisdiction of the competent courts in The Hague, the Netherlands.
14.4 Waiver of Jury Trial
Each party hereby waives any right to a jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
15. General Provisions
15.1 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.
15.2 No Third-Party Beneficiaries
There are no third-party beneficiaries to this Agreement.
15.3 Waiver and Cumulative Remedies
No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. The remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
15.4 Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified and interpreted so as best to accomplish its objectives to the fullest extent permitted by law, and the remaining provisions shall remain in effect.
15.5 Attorney Fees
You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due under this Agreement following Your breach of Section 6 (Fees and Payment).
15.6 Assignment
Neither party may assign any of its rights or obligations hereunder without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety, without consent, to its Affiliate, subsidiary, parent, or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment in breach of this paragraph shall be termination of this Agreement upon written notice. In such event, We shall refund any prepaid fees covering the remainder of the subscription term.
15.7 Force Majeure
Neither party shall be liable for any failure or delay in performance under this Agreement (other than payment obligations) due to causes beyond its reasonable control, including but not limited to acts of God, pandemic, natural disaster, war, terrorism, government actions, labor disputes, power or telecommunications failures, or failures of the Salesforce platform or Third-Party Services.
15.8 Entire Agreement
This Agreement, including all exhibits, addenda, and Order Forms, constitutes the entire agreement between the parties and supersedes all prior agreements, proposals, or representations concerning its subject matter. No modification shall be effective unless in writing signed by both parties or accepted electronically. To the extent of any conflict between this Agreement and an Order Form, the Order Form shall prevail. No terms stated in Your purchase order documentation (other than Order Forms) shall be incorporated into this Agreement.
15.9 Product-Specific Addenda
Certain Products may be subject to product-specific addenda or supplemental terms published at journeybuilders.eu. Such addenda are incorporated by reference. In the event of a conflict between this Agreement and a product-specific addendum, the addendum shall prevail with respect to the applicable Product.
ACCEPTANCE
By installing, accessing, or using any Journey Builders Product, by executing an Order Form, or by commencing a free trial, You acknowledge that You have read, understood, and agree to be bound by this Master Subscription Agreement.