Datorama
Terms & Conditions

These OAO Datorama Terms and Conditions (the “Terms”) govern, together with the terms and conditions of the Datorama Addendum (the “Addendum”) to the OAO Services Agreement (the “Services Agreement”), Company’s use of the Datorama Technology. Capitalized terms used herein and not otherwise defined in these Terms shall have the meanings ascribed to them in the Addendum.

Use of the Technology is subject to the following provisions:

The terms and provisions of the Salesforce Master Subscription Agreement (the “MSA”) found at https://www.salesforce.com/company/msa.jsp apply to Company’s use of the Technology and Company acknowledges and understands that Company shall comply with and be bound by all applicable terms of the MSA including, without limitation, (i) all applicable Documentation (as defined in the MSA) and found at https://trust.salesforce.com/en/trust-and-compliance-documentation/ and (ii) all applicable Customer Agreements and User Terms for Products and Services found at https://www.salesforce.com/company/legal/agreements.jsp, except for those terms and provisions that clearly apply exclusively to OAO (e.g., fees, invoicing and payment). In the event of any doubt as to whether any specific document, agreement, term or provision applies, Company should assume that the particular document, agreement, term or provision applies unless OAO shall have advised Company otherwise in writing. For purposes of the foregoing and these Terms, the term “Customer” as defined in the MSA shall refer to Company, or the OAO client name as defined in the Services Agreement, as the context requires.

Salesforce retains all right, title and interest in and to the Technology and any materials created, developed or provided by Salesforce in connection with the Technology, including but not limited to all intellectual property rights of whatever kind or nature related to the foregoing.

Company assumes full responsibility for any use of the Technology by any of its employees, whether or not such parties are actually authorized by Company to use the Technology, and for ensuring that all such users abide by and comply with these Terms and the terms of the Addendum.

In addition to any indemnities set forth in the Services Agreement or other document between OAO and Company, Company shall, at Company’s expense, defend, indemnify and hold harmless OAO and Salesforce and their respective members, officers, directors, employees and agents (collectively, the “Indemnitees”), from and against any and all claims, liabilities, damages, costs and expenses (including, but not limited to, settlement costs and reasonable attorneys' fees) arising out of any claim of any third party resulting from (i) Company’s breach or alleged breach of any representation, warranty, covenant, term or condition set forth in these Terms or the Addendum, (ii) any use of the Technology by Company (either directly or through OAO pursuant to the Addendum or these Terms), its authorized representatives, or by any entity or individual using the user identifier and password, if any, provided to Company by OAO or Salesforce, which use is in violation of these Terms, or the terms of the Addendum or the Services Agreement or in a manner not prescribed by OAO or Salesforce, or (iii) the Company’s Sites which is not attributable to Salesforce. OAO shall promptly notify Company of any such claim (provided that the failure to promptly notify shall only relieve Company of its obligation to the extent it can demonstrate material prejudice from such failure), and Company shall have the sole and exclusive authority to defend and/or settle any such claim provided that Company diligently undertakes such defense; further provided, however, that OAO or Salesforce may, at its own expense, assist in the defense if it so chooses, and no settlement intended to bind OAO or Salesforce and which requires an Indemnitee to admit liability or to pay any money shall be final without OAO’s or Salesforce’s, as the case may be, written consent. OAO shall reasonably cooperate with Company in connection with any such claim.

Company’s use of the Technology is at all times contingent upon Company’s payment of applicable fees pursuant to the Services Agreement and the Addendum. Company shall be solely responsible for any sales, use, transfer, privilege, excise, and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of Company’s use of the Technology. Company shall also be liable to OAO for any fees and expenses incurred by OAO to a third party resulting from any breach by Company of the Addendum, these Terms or the use of the Technology in violation of the terms prescribed by the third party (including, without limitation, a violation of any on-line published policy of the third party).

The Technology shall be deemed to constitute Confidential Information for purposes of the Services Agreement. In addition, Company will not make any public announcement regarding the use of the Technology by Company or OAO or existence of these Terms or the terms and conditions of the Addendum without the prior written consent of OAO.

Disclaimer AND LIMITATION OF LIABILITY: THE TECHNOLOGY IS PROVIDED “AS IS" AND WITHOUT ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. NEITHER OAO NOR SALESFORCE MAKES ANY WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT USE OF, ACCESS TO OR OPERATION OF THE TECHNOLOGY WILL BE UNINTERRUPTED OR ERROR FREE, AND THAT DATA TRANSMITTED USING THE TECHNOLOGY WILL NOT BE IRRETRIEVABLY LOST. COMPANY SHALL BE SOLELY RESPONSIBLE FOR MAINTAINING BACK-UP COPIES OF ANY DATA PROVIDED BY COMPANY FOR USE IN OR IN CONJUNCTION WITH THE TECHNOLOGY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OAO OR SALESFORCE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE OR ANTICIPATED PROFITS, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE TECHNOLOGY, HOWEVER CAUSED AND UNDER WHATEVER CAUSE OF ACTION OR THEORY OF LIABILITY BROUGHT (INCLUDING, WITHOUT LIMITATION, UNDER ANY CONTRACT, NEGLIGENCE OR OTHER TORT THEORY OF LIABILITY), EVEN IF OAO, SALESFORCE OR COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER OAO NOR SALESFORCE SHALL HAVE ANY LIABILITY FOR ANY LOSS OF DATA OR FOR ANY LOSSES RESULTING FROM UNAUTHORIZED ACCESS TO THE TECHNOLOGY, OR FOR ANY INFRINGEMENT CLAIMS ARISING OUT OF THE COMBINATION OF THE TECHNOLOGY OR USE WITH OTHER HARDWARE, SOFTWARE OR OTHER ITEMS NOT PROVIDED BY SALESFORCE, OR FOR ANY UNAUTHORIZED MODIFICATION OF THE TECHNOLOGY. IN NO EVENT WILL OAO’S LIABILITY FOR ANY REASON EXCEED THE AMOUNT PAID BY COMPANY FOR THE TECHNOLOGY DURING THE THREE (3) MONTH PERIOD PRIOR TO THE TIME THE CLAIM AROSE. COMPANY WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT IN CONNECTION WITH THE TECHNOLOGY.

Use of the Technology may be terminated at any time by OAO or Salesforce. In addition, OAO may terminate Company’s right to access and use the Technology if Company breaches any of these Terms or the terms and conditions of the Addendum or the Services Agreement. OAO reserves the right to modify, amend and supplement (collectively, “Modifications”) these Terms at any time without prior notice to Company. Any Modifications will not apply retroactively but will become effective twenty (20) days after they are posted unless otherwise provided in the Modifications. Company's continued use of the Technology after such period shall constitute Company's acceptance of such Modifications.

Last Updated: December 13, 2021