Software Services Agreement

Version 2

Last update: Sept 9, 2024

Reviewed: Jan 08, 2025

# SOFTWARE SERVICES AGREEMENT

THIS SOFTWARE SERVICES AGREEMENT (THIS "AGREEMENT") IS ENTERED INTO BETWEEN EVOLUTEMESSAGE ("EVOLUTEMESSAGE") AND CUSTOMER (DEFINED HEREIN), GOVERNS CUSTOMER'S ACCESS TO, USE OF, AND RECEIPT OF EVOLUTEMESSAGE'S SERVICES (DEFINED HEREIN) AND IS EFFECTIVE AS OF THE DATE OF CUSTOMER'S ACCEPTANCE ("EFFECTIVE DATE").

BY (1) INDICATING CUSTOMER'S ACCEPTANCE OF THIS AGREEMENT, (2) EXECUTING A SALES ORDER FORM, OR (3) USING THE SERVICES ("ACCEPTANCE"), CUSTOMER SIGNIFIES ACCEPTANCE OF THIS AGREEMENT AND ACKNOWLEDGES THAT IT HAS READ, UNDERSTANDS, AND WILL COMPLY WITH THE SAME. IF CUSTOMER DOES NOT ACCEPT THIS AGREEMENT, THEN CUSTOMER MUST NOT ACCESS OR USE THE SERVICES.

## 1. DEFINITIONS

"Customer" means the entity that is a party to this Agreement.

"Documentation" means official technical user documentation about the Services provided by EvoluteMessage.

"Services" means the EvoluteMessage application available on the Salesforce, including any updates, upgrades, or new features provided to Customer.

"Subscription Services" means EvoluteMessage's SaaS-based services made available and provided by EvoluteMessage to Customer through the Salesforce.

## 2. LICENSE GRANT AND RESTRICTIONS

### 2.1 License Grant

Subject to Customer's compliance with this Agreement, EvoluteMessage grants Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services solely through the Salesforce for Customer's own internal business purposes.

### 2.2 Restrictions

Customer shall not:

a) Reuse, transfer, or sublicense the Services or any rights granted under this Agreement.

b) Modify, decompile, reverse engineer, or attempt to view or change the source code of the Services.

c) Use the Services in any manner that violates applicable law or third-party rights.

d) Disable or interfere with any automatic update mechanism of the Services.

e) Attempt to bypass, hack, or exploit the Services' licensing mechanism, including downgrading their plan to gain access to premium features without the appropriate subscription.

f) Modify or tamper with the code in any manner. Any unauthorized code modification will result in immediate suspension of access and possible termination of services.

## 3. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights, including rights to the software, updates, features, and improvements provided by EvoluteMessage, belong solely to EvoluteMessage. Customers have no ownership rights to the software, and feedback or suggestions from Customers do not entitle them to any claims of ownership.

## 4. AUTOMATIC UPDATES

EvoluteMessage reserves the right to automatically push updates, enhancements, and new features to Customer's instance of the Services. These updates may include changes to features, some of which may be plan-dependent. EvoluteMessage is not liable for any incompatibility with third-party apps or custom configurations within Customer's Salesforce org.

## 5. SUPPORT AND SERVICE SCOPE

EvoluteMessage provides support services according to the plan selected by the Customer. The scope of support includes standard operational issues directly related to the Services. EvoluteMessage is not responsible for customer-caused issues, including but not limited to errors due to third-party apps, improper usage, or unauthorized modifications to the Services.

## 6. LIMITATION OF LIABILITY

EvoluteMessage will not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of data or profit arising from the use of the Services. EvoluteMessage’s total liability for direct damages will not exceed the amount paid by the Customer for the Services in the 12 months preceding the incident giving rise to the claim.

## 7. NON-PAYMENT CLAUSE

If the Customer fails to make any payment within 30 days of the due date, EvoluteMessage reserves the right to suspend or downgrade the Customer's access to the Services until full payment is received. Failure to pay may also result in immediate termination of this Agreement by EvoluteMessage.

## 8. INDEMNIFICATION

The Customer agrees to indemnify, defend, and hold harmless EvoluteMessage, its affiliates, officers, employees, and agents from and against any and all third-party claims, liabilities, damages, losses, or expenses, including reasonable legal fees, arising out of or in any way connected with:

The Customer's use of the Services, breach of this Agreement, or violation of third-party rights;
Any claim that the Customer's use of the Services infringes intellectual property or privacy rights of a third party;
The Customer's failure to comply with applicable laws or regulations.

EvoluteMessage reserves the right to assume the defense of any claim for which it seeks indemnification, at its own expense, and the Customer agrees to cooperate fully in the defense as required.

## 9. DATA PROTECTION AND PRIVACY

EvoluteMessage is committed to data protection and privacy, complying with applicable laws, including the General Data Protection Regulation (GDPR).

EvoluteMessage does not collect or store personal data unless specific features are enabled by the Customer. These features include:

IP Address and User ID: When enabled by the Customer, EvoluteMessage stores only the IP address and user ID related to the particular feature.
Tracking Cookies: EvoluteMessage offers an optional feature that places a cookie on the end-user's device to track the total time spent on a specific message. This feature is disabled by default and can only be activated by the Customer. When enabled, the tracking data remains solely on the end-user's device and is not transmitted to EvoluteMessage.

All other data remains stored within the Customer’s Salesforce Org or on the end-user’s device. EvoluteMessage does not transmit or store any other information, ensuring no additional data is shared with EvoluteMessage beyond these specific cases.

The Customer is responsible for ensuring compliance with data protection regulations such as GDPR, including notifying end-users where applicable.

### GDPR Compliance:

EvoluteMessage is committed to adhering to GDPR principles by minimizing data collection, ensuring transparency in data processing, and giving customers full control over enabling any data-collecting features. The Customer is responsible for ensuring their compliance with GDPR when using features that involve data collection from end-users. EvoluteMessage only processes personal data when explicitly authorized by the Customer, and always in full compliance with GDPR.

By using EvoluteMessage's services, the Customer acknowledges and agrees to these data protection terms.

## 10. TERM AND TERMINATION

### 10.1 Term

This Agreement commences on the Effective Date and continues until terminated as provided herein.

### 10.2 Termination

Either party may terminate this Agreement if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach.

## 11. GENERAL PROVISIONS

### 11.1 Governing Law

This Agreement shall be governed by the laws of Ontario, Canada, without regard to its conflict of law provisions.

### 11.2 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Services.

### 11.3 Modifications

EvoluteMessage reserves the right to modify this Agreement at any time. Continued use of the Services after any such changes shall constitute Customer's consent to such changes.

BY USING THE SERVICES, CUSTOMER ACKNOWLEDGES THAT IT HAS READ THESE TERMS OF SERVICE, UNDERSTANDS THEM, AND AGREES TO BE BOUND BY THEM.