Terms of Service

These Exaforce Terms of Service (the “Terms”) contain terms and conditions that govern your purchase and use of the Services (as defined below) offered by Exaforce, Inc., a Delaware (USA) corporation (“Exaforce”). Capitalized terms not otherwise defined in the Agreement will have the respective meanings assigned to them in Section 19.  Exaforce may modify these Terms from time to time, subject to Section 20 below.

If you are using Services on behalf of an entity or organization that you represent: (1) all references to “Customer” are to that entity or organization and (2) you represent that you have full legal right, power and authority to agree to these Terms on behalf of Customer and to bind Customer to the terms of the Agreement (as defined below).

Subject to any Update as referenced above, these Terms become binding and effective on Customer upon the earliest of the following: (1) when you execute an Order Form with Exaforce directly or through a Reseller or Marketplace, on the Effective Date stated therein; (2) when you click on an “Agree” or similar button or box referencing these Terms; (3) when you sign up for an account with Exaforce; or (4) when you otherwise access or use any Services. These Terms, together with any Order Form or any similar online form referencing these Terms, constitute the “Agreement” between you and Exaforce.

1. Order Forms.  Customer may acquire Services through an Order Form entered into directly between Exaforce and Customer or, as further described in Section 13.5, through an order made through a Reseller or Marketplace (each, an “Intermediary”).  Each Order Form is a standalone contract, separate from any other Order Form, and shall be deemed to incorporate these Terms.
2. Trial Services and Preview Offerings.  Notwithstanding Section 1, if Customer has obtained Trial Services, Customer understands and agrees that the license set forth in Section 1 is granted to Customer solely (i) for the trial period set forth on the Order Form, unless Exaforce has otherwise expressly authorized and agreed to in writing an extended trial period (which may be via email) (the “Trial Period”), (ii) for Customer’s own internal evaluation purposes, and (iii) subject to any and all technical limitations implemented by Exaforce within the Trial Services. Unless otherwise set forth on the Order Form, Customer acknowledges and agrees that the Initial Subscription Term will automatically commence upon expiration of the Trial Period unless Customer has provided Exaforce with at least five (5) business days’ prior written notice of its intent to terminate the Order Form prior to such expiration.  Further, if Customer obtains any Preview Offerings, Customer acknowledges and agrees that any Trial Services or Preview Offerings are provided “as-is” and without any warranty whatsoever or any Support. Exaforce may, in its sole discretion, modify Trial Services and Preview Offerings at any time and discontinue Customer’s access to these at any time. Access to or use of a Preview Offering is at Customer’s sole risk, and Customer acknowledges that Preview Offerings are not ready for production, are excluded from Security Measures and may contain bugs, errors and defects.
3. Exaforce Services, Support, and Security Measures.  
   
   1. Subject to these Terms, Exaforce hereby grants to Customer, and subject to Section 4, its Affiliates, a personal, non-sublicensable, non-exclusive, non-transferable, limited right and license to use Services in accordance with the Documentation during the Subscription Term solely for Customer’s and its Affiliates’ internal business purposes.  During the Subscription Term, Exaforce will provide the types and levels of Support applicable to Customer-subscribed Services or as otherwise set forth in an Order Form. Exaforce may also provide Customer with certain implementation, integration, and/or other professional services as specified in the Order Form (the “Implementation Services”). The fees, scope, timeline, and tasks of the parties with respect to such Implementation Services shall be as specified in an Order Form or otherwise mutually agreed upon by the parties in writing.
   2. During the Subscription Term, Exaforce will employ the Security Measures applicable to Customer-subscribed Services.
4. Affiliate Use.  Customer may permit its Affiliates to use the Services under an existing Order Form, provided that (a) such use is solely for the benefit of Customer and such Affiliates; and (b) Customer accepts full liability for the acts and omissions of its Affiliates, which shall be deemed the acts and omissions of Customer under the Agreement.  If any Affiliates of Customer enter into their own Order Forms, each such Order Form, together with these Terms, will constitute a separate agreement between Exaforce and such Affiliate.
5. Restrictions on Customer.  No provision of the Agreement includes the right to, and Customer shall not, and shall not permit Users to: (a) use Services other than as described in the applicable Order Form, the Documentation, and these Terms; (b) attempt to gain unauthorized access to any Service or its related systems or networks; (c) remove, obscure or alter any proprietary notice related to Services; (d) use any Service to access Exaforce Intellectual Property Rights except as permitted under the Agreement; (e) except to the extent limited by Applicable Laws, reverse engineer, disassemble or decompile all or any portion of, or attempt to discover or recreate the source code for, the Services; (f) modify, copy or create any derivative work based upon the Services or any portion, feature or function thereof; (g) resell, distribute, redistribute, or otherwise make available any Services to any third party (unless authorized in a separate written agreement with Exaforce); (h) access or use the Services or Documentation for the purpose of competing (or enabling others to compete) with Exaforce, including copying features, functions or graphics; (i) use the Services to send or store Malicious Code; (j) conduct security or vulnerability tests on, interfere with the operation of, cause performance degradation of, or circumvent access restrictions of the Services; or (k) without limiting the requirements of Section 6, include in Customer Data any information for which Customer does not have all right, power and authority necessary for its processing as contemplated by the Agreement.
6. Users and Customer Credentials.  In order to use the Services, Customer and each User must register an account with Exaforce (an “Account”).  In registering an Account, Customer agrees to, and shall ensure that its Users, provide and maintain account registration information, which may include, name, location, e-mail address, billing, and other information relating to Customer and its Users, and Customer agrees that all such information will be true, accurate, current, up to date, and complete.  Customer is solely responsible for any activity originating from the Account conducted with Customer Credentials, including, without limitation, any access of the Account by Users and/or sub-accounts created by Users under the Account, regardless of whether such activity is authorized by Customer. Customer and (if applicable) its Affiliates shall restrict access to Services only to authorized Users.  Customer may further designate an administrator or administrators (each, an “Administrator”) to administer and manage its Account, which includes, without limitation, the right to invite Users to access and use the Services on behalf of Customer and to assign certain permissions and access rights to each User. Customer acknowledges and agrees that depending on the permissions granted to a User, such User may subsequently invite or enable other Users with the same access and ability to access and use the Services.  Customer acknowledges and agrees that Customer is solely responsible and liable for its Administrator(s) management of the Account, including, but not limited to, the inviting and granting of access to the Account and Services to Users and the assignment of permissions to Users.  Customer agrees to promptly notify Exaforce if Customer believes any Account information or Customer Credentials have been lost, stolen, or made available to an unauthorized third party.
7. Operation of Customer Systems with Services.  Customer controls what Customer Systems to use in connection with Services.  By connecting a Customer System to Services, whether through an API integration or otherwise (each, a “Connection”), Customer authorizes Exaforce to communicate and interoperate with the Customer System to provide Services to Customer.  Customer is solely responsible for: (a) configuring, accessing and using Services in accordance with the Documentation and the Agreement; (b) maintaining current and accurate information for the administration of its Exaforce accounts, including notice and billing information; (c) configuring, accessing and using Customer Systems and Connections in accordance with Customer System Terms; and (d) employing administrative, physical and technical measures to protect Customer Systems, Connections, and Customer Credentials.  Customer agrees to promptly notify Exaforce if Customer believes an unauthorized third party has accessed Services or Customer Systems connected to the Services.
8. Obligations of Customer Regarding Customer Data.  Customer has exclusive control and responsibility for determining what Customer Data are submitted to Services and the accuracy, quality, integrity, legality, reliability and appropriateness of Customer Data, including any Personal Information contained therein. Customer acknowledges and agrees that: (a) Exaforce provides Services in accordance with its obligations under Data Protection Laws and other Applicable Laws that apply to Exaforce’s provision of Services to its customers generally, irrespective of Customer’s particular use case; (b) as between Exaforce and Customer, it is Customer’s responsibility to evaluate whether the technical and organizational measures described in this Agreement and the Security Measures are adequate to protect Customer Data, including Personal Information; (c) Customer must take into account the sensitivity of potential Customer Data prior to any submission to Services; (d) Customer must provide any required notices to, and receive any required consents and authorizations from, Users and other individuals whose Personal Information may be included in Customer Data (or in Customer Credentials or other information that Customer makes available to Exaforce); and (e) unless otherwise agreed to by Exaforce in writing, Customer must not use the Services to process Restricted Information. 
9. Exaforce Use of Customer Data, Usage Data, and Feedback.
   
   1. Customer Data.  Customer, on behalf of itself and applicable Affiliates (if any), hereby grants Exaforce the right to use and process Customer Data to provide the Services to Customer and as otherwise expressly provided in the Agreement.  Subject to the Agreement and the DPA, Exaforce may use Customer Data solely to provide, maintain, operate, improve, and support Services used by Customer, to calculate Fees due from Customer, to prevent or address technical problems, to share insights and other reporting with Customer’s Users, and to fulfill Exaforce’s legal obligations. For the avoidance of doubt, Customer Data will not be used for the benefit of or shared with or distributed to any third party other than Exaforce’s Representatives, as may be required to provide the Services. The terms of the DPA are hereby incorporated by reference into the Agreement with respect to Customer Data that contain Personal Information. 
   2. Usage Data.  Exaforce may collect and use Usage Data to develop, provide, maintain, market, operate, improve and support present and future Exaforce products and services; provided, however, that Exaforce will not disclose Usage Data to any third party unless (a) the disclosure is required by Applicable Laws or legal process pursuant to Section 12 hereof, or (b) the Usage Data has been aggregated or anonymized and does not identify, and cannot be reasonably associated with, Customer, any Customer Affiliate, any User or other identifiable individual, or any Customer Confidential Information.
   3. Feedback.  Customer may provide Exaforce with bug reports, suggestions or other feedback with respect to Services, Support or Documentation (“Feedback”).  Customer is under no obligation to provide Feedback, and Exaforce acknowledges that any Feedback that is provided is done on an “as is” basis with no warranties of any kind.  Customer hereby grants Exaforce a perpetual, irrevocable, non-exclusive, royalty-free, fully-paid-up, fully-transferable, worldwide license (with rights to sublicense through multiple tiers of sublicensees) under Customer’s Intellectual Property Rights to use and exploit such Feedback in any manner (exclusive of any Customer Confidential Information contained therein) without any restriction or obligation to Customer, its Affiliates or any User, provided that Exaforce shall not identify Customer as the source of any Feedback without Customer’s express prior written consent.
10. AI Systems. 
    
    1. AI Systems; AI Policies. The Services utilize and integrate certain generative artificial intelligence (AI), large language models (LLMs), and other machine learning (ML) models and systems developed by Exaforce and third parties, including Cloud Providers (“Generative Models”), which further include autonomous software applications that integrate the Generative Models to assist Users in their daily professional tasks (“AI Agents”, and together with the Generative Models, the “AI Systems”). Customer agrees to and shall ensure that its Users use the AI Systems in accordance with the Usage Policy, any applicable Supplemental Terms, and any terms, conditions, or policies applicable to third-party AI Systems that may be referenced in the Agreement or in the Documentation (collectively, “AI Policies”).
    2. Use of Customer Data in AI Systems. Customer Data processed using the AI Systems (“Inputs”) will be used by Exaforce or third parties solely as necessary (i) to provide Customer the Services, (ii) as may be required by Applicable Laws, and (iii) as necessary to enforce any AI Policies.  Inputs will not be used by Exaforce or any third party to train, retrain, or fine-tune an Exaforce or third-party AI System.  Inputs will be processed according to the Agreement, including, as applicable, the DPA, and will be deleted thirty (30) days after submission, unless otherwise required by Applicable Laws. To the extent the Services leverage AI Systems operated by a third party, each such party shall be a Subprocessor under the DPA, and Customer acknowledges and agrees that additional Subprocessors may be added from time to time to support the provision of the Services.  
    3. Customer Acknowledgements and Obligations Regarding Inputs. Customer (a) is solely responsible for the accuracy, quality, integrity, reliability and appropriateness of Inputs and compliance with all Applicable Laws; (b) must take into account the sensitivity of potential Inputs prior to submission; (c) must limit any Personal Information in Inputs in accordance with Applicable Laws, the Usage Policy, and the Agreement; and (d) must in no event include Restricted Information in Inputs. Customer retains all rights to its Inputs, which are Customer Data under the Agreement and owned by Customer pursuant to Section 11 hereof.
    4. Customer Acknowledgements and Obligations Regarding Outputs. Any responses generated by the AI Systems as part of the provision of Services shall constitute outputs of the AI Systems (“Outputs”). Customer acknowledges and agrees that, due to the nature of AI Systems and the fact that AI and ML are rapidly evolving fields of study, Outputs (a) may not be unique to Customer or its Users, (b) may contain material inaccuracies, and (c) may not reflect correct, current, up-to-date, or complete information. Customer must evaluate whether Outputs are appropriate for Customer’s use case, including where human review is appropriate, before using or sharing Outputs and must develop its own internal policies and procedures regarding the appropriate use of Outputs.  Customer further agrees: (w) not to mislead anyone that the Output is human generated or has been reviewed, approved, vetted or certified by Exaforce or its Representatives; (x) not to rely, or encourage others to rely, on any Outputs without independently evaluating their accuracy and appropriateness of use, including by using human review; (y) not to attempt to generate Outputs that contain Personal Information (except as sourced from Customer Data); and (z) that Outputs do not represent the views of Exaforce, its licensors or service providers. Customer shall own its Outputs as Customer Data pursuant to Section 10 hereof. To the extent Exaforce has any Intellectual Property Rights in Outputs, Exaforce hereby assigns those rights to Customer.
11. Ownership.  As between the Parties, Customer owns all right, title and interest in and to Customer Data, including all associated Intellectual Property Rights, while Exaforce owns all right, title and interest in and to the Services and Documentation, including all associated Intellectual Property Rights.  The rights granted by Exaforce to Customer and its Affiliates with respect to Services in Section 2, and by Customer to Exaforce with respect to Customer Data in Section 9.1, are limited, nonexclusive and, except as otherwise provided in the Agreement, non-transferable.  Except for the rights expressly granted by one Party to the other in the Agreement, all rights are reserved by the granting Party.
12. Confidentiality.  
    
    1. Use and Protection. The Party receiving any Confidential Information (the “Receiving Party”) of the other Party (the “Disclosing Party”) will maintain the confidentiality of such Confidential Information and agrees not to use such Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under the Agreement. The Receiving Party shall protect the secrecy of and prevent disclosure and unauthorized use of the Disclosing Party's Confidential Information using the same degree of care that it takes to protect its own confidential information and in no event shall use less than reasonable care.  The Receiving Party may disclose Confidential Information of the Disclosing Party to its employees, agents, contractors, attorneys, accountants, professional advisors, and other representatives (collectively, “Representatives”) who have a legitimate need to know, provided that, (a) the Receiving Party remains responsible for its Representatives’ compliance with this Section 12, and (b) such Representatives are bound to confidentiality obligations no less protective than those set forth in this Section 12. 
    2. Required Disclosures; Return.  The Receiving Party may disclose the Confidential Information of Disclosing Party if required by judicial or administrative process, provided that Receiving Party (i) first provides to Disclosing Party prompt notice of such required disclosure (unless prohibited by Applicable Laws) to enable Disclosing Party to seek a protective order, and (ii) may disclose only that portion of Disclosing Party’s Confidential Information that it is required to disclose upon the advice of its counsel.  Neither party will disclose any terms of this Agreement to anyone other than its Representatives who are under a duty of confidentiality except: (a) as required by Applicable Laws, or (b) in connection with a proposed merger, financing, or sale of such party’s business (provided that any third party to whom the terms of the Agreement are to be disclosed is under a duty of confidentiality).  Upon termination or expiration of the Agreement, the Receiving Party will, upon request, promptly return or destroy Confidential Information of the other party in its possession or control, and will provide written certification of its compliance with the foregoing at the Disclosing Party’s written request (if provided at the time of termination or expiration); provided that, notwithstanding the foregoing, Exaforce may destroy any Customer Data in its possession pursuant to Exaforce’s then-current data retention and deletion processes. In the event of any breach or threatened breach by Receiving Party of its obligations under this Section 12, Disclosing Party will be entitled to seek injunctive and other equitable relief in any court of competent jurisdiction to enforce such obligations.
13. Fees and Taxes.
    
    1. Payment.  Customer agrees to pay all Fees in accordance with any Order Form and these Terms.  Except as otherwise provided in an Order Form, Fees will be charged to Customer’s preferred payment method monthly in arrears.  Customer is required to maintain a valid payment method on file with Exaforce during the Subscription Term. All Fees must be paid in U.S. dollars and Customer will be responsible for any foreign transaction fees or similar charges imposed by the provider of Customer’s preferred payment method.  If the preferred payment method is not successfully charged (e.g., insufficient funds, card expiration), Customer authorizes Exaforce to continue attempting the charge or to invoice Customer directly and Customer remains responsible for all uncollected Fees.
    2. Fee Disputes.  If Customer has a good faith disagreement about Fees charged (a “Fee Dispute”), Customer must notify Exaforce in writing of the Fee Dispute, along with a reasonably detailed description, within 15 days of the date of the applicable charge or invoice.  Provided Customer has provided notice of a Fee Dispute within such period, cooperates diligently to resolve the Fee Dispute, and continues to pay all undisputed Fees when due, Exaforce will not exercise its suspension or termination rights under Section 14.1 or 14.3 with respect to non-payment of the amounts subject to the Fee Dispute.  If the Parties are unable to resolve a Fee Dispute within 30 days of the date of the applicable charge or invoice, each Party shall have the right to seek any remedies it may have under the Agreement, at law or in equity, irrespective of any terms that would limit remedies on account of a dispute.  Customer will be deemed to have accepted a charge or invoice under the applicable Order Form and the Agreement if Customer fails to notify Exaforce of a Fee Dispute in accordance with this Section.
    3. Late Payments.  Except for charges Customer has successfully disputed, all late payments bear interest at the lesser of 1.5% per month or the highest rate permissible by law, calculated daily and compounded monthly.  Customer shall reimburse Exaforce for all reasonable costs incurred by Exaforce in collecting any such late payments or interest, including reasonable attorneys’ fees.
    4. Taxes.  All Fees are exclusive of taxes, levies, duties or charges imposed by government authorities (collectively, “Taxes”).  Customer shall be solely responsible for all sales, service, value-added, use, excise, consumption and any other Taxes on amounts payable by Customer under the Agreement (other than any Taxes on Exaforce’s income, revenues, gross receipts, personnel or assets).  Without limiting the foregoing, if Customer is required to deduct or withhold any Taxes under Applicable Laws, Customer shall remit such Taxes in accordance with those Applicable Laws and not offset any Fees payable to Exaforce.
    5. Indirect Procurement.  If Exaforce accepts an Indirect Procurement, solely in connection with such Indirect Procurement: (a) Fees, payments and taxes will be governed by the Indirect Procurement, provided that should Customer fail to pay Fees when due to or through the Intermediary, Exaforce may seek payment directly from Customer; (b) Exaforce may share information with the Intermediary regarding Customer’s use and consumption of Services; (c) any refunds contemplated by, or otherwise sought by Customer under, the Agreement or the Indirect Procurement shall be solely between Customer and the Intermediary; (d) with the exception of Sections 14.2 through 14.5, all references to “Order Form” shall refer to the Indirect Procurement; and (e) references to “Order Form” in Sections 14.2 through 14.5 shall mean Order Form and/or Indirect Procurement, as the context requires.  Customer understands and agrees that these Terms governs Customer’s access to and use of Services, and that no Reseller, Marketplace or other third party is authorized to make any changes to these Terms or otherwise authorized to make any representations or commitments with respect to Exaforce or the Services in any Indirect Procurement or otherwise.
14. Suspension, Term and Termination.
    
    1. Suspension.  In addition to all other remedies available at law or in equity, including termination pursuant to Section 14.3, Exaforce shall have the right to suspend access to Services if Exaforce reasonably believes a violation of Section 5 has occurred or if Exaforce fails to receive payment of undisputed amounts due for Customer’s use of Services, and such failure is not corrected within 10 days of notice from Exaforce.  In the event of a suspected violation of Section 5, Exaforce: (a) reserves the right (but except as may be required by Applicable Law is under no obligation) to investigate the suspected violation; (b) will give Customer advance notice of any Service suspension, unless Exaforce reasonably believes immediate action is required to mitigate risk to Services, Exaforce, Customer or others; and (c) will work with Customer in good faith to resolve the suspected violation.
    2. Term.  The Agreement is effective as of the Effective Date and will remain in effect for the period specified in the Order Form (the “Initial Subscription Term”).  The Order Form will automatically renew for successive terms equal in duration to the initial Subscription Term or at any other renewal term duration as agreed by the parties in writing (each a “Renewal Term”, and together with the Initial Subscription Term, the “Subscription Term”), unless either party provides written notice of non-renewal to the other party at least thirty (30) days before the end of the then-current Renewal Term or as otherwise provided in the Order Form or these Terms.  If there is no Order Form currently in effect, these Terms and the Agreement shall terminate upon the earlier of (a) one Party giving written notice of termination to the other or (b) expiration of the 90-day period after the last Order Form was in effect.
    3. Early Termination.  Either Party may terminate the Agreement if the other Party: (a) fails to cure any material breach of the Agreement (including a failure to pay undisputed Fees) within thirty (30) days after written notice; (b) ceases operation without a successor; or (c) seeks protection under any bankruptcy, receivership, trust deed, creditors’ arrangement, composition, or comparable proceeding, or if any such proceeding is instituted against that party and is not dismissed within 60 days (to the extent such termination is not prohibited by law).  Early termination of the Agreement will automatically terminate any Order Form with Customer.
    4. Post-Termination Access.  Upon Customer’s written request, a User will be permitted to access Services for up to thirty (30) days after termination of the Agreement to the extent necessary to retrieve Customer Data, and for no other purpose.  If Customer makes such a request, (a) the Agreement and appliable Order Form(s) shall be deemed to continue in full force and effect for that 30-day period (the “Tail Period”) and (b) any use of Services other than as authorized in this Section 14.4 shall be charged to, and payable by, Customer at the rate contemplated by the most recent Order Form.
    5. Effect of Termination.  Upon termination of the Agreement, Customer will pay to Exaforce any outstanding Fees payable for Customer’s and any User’s use of Services through termination, together with any committed or other Fees outstanding under the co-terminating an Order Form.  Further, upon expiration of the Tail Period (or earlier if none is requested): (a) Exaforce shall have no obligation to provide any Services or Support; (b) Customer shall have no right to access Customer Data or Services; (c) Customer shall promptly delete Customer Credentials for Services and Exaforce Confidential Information in its possession; and (d) unless prohibited by Applicable Law, Exaforce shall delete Customer Data in accordance with the Documentation.  If Customer terminates the Agreement for Exaforce’s uncured material breach pursuant to Section 14.3, or Exaforce terminates the Agreement pursuant to Section 14.1, Exaforce will refund to Customer any unused amounts prepaid by Customer under the co-terminating Order Form(s) (a “Pro-Rated Refund”).  In all other cases, and regardless of whether Customer’s use of Services exhausted any prepaid amounts, Customer will not be entitled to any refund.
    6. Survival.  The provisions set forth in the following Sections, and any other right or obligation of the Parties in the Agreement that, by its nature, should survive termination or expiration of the Agreement, will survive any expiration or termination of the Agreement: 5, 9, 10, 11, 13.1, 13.5, 14.4, 14.5, 15, 16, 17, 18, and 19.
15. Representations, Warranties and Disclaimers.  
    
    1. Exaforce Warranties. Exaforce represents and warrants that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization and has the full right and authority to enter into and perform its obligations under the Agreement. In addition, Exaforce represents and warrants that (a) the Implementation Services shall be performed in a professional and workmanlike manner; and (b) the Services will perform materially in accordance with the Documentation and all Applicable Laws (clauses (a) and (b) of this Section 15.1, the “Performance Warranty”). For any breach of the Performance Warranty, as Customer’s exclusive remedy, and Exaforce’s entire liability, Exaforce shall use reasonable efforts to promptly re-perform the Implementation Services or repair or correct the Services (as applicable). To receive this remedy, Customer must report a breach of Performance Warranty in reasonable detail within thirty (30) days after discovering the issue in the Services or with the Implementation Services.
    2. Customer Warranties. Customer represents and warrants that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization. and has the full right and authority to enter into and perform its obligations under the Agreement; (b) Customer or its licensors own all right, title, and interest in and to Customer Data and/or has all necessary rights and/or authorizations to grant the license and make available to Exaforce to the Customer Data as contemplated by the Agreement; and (d) Customer’s use of the Services, including the AI Systems and Outputs, will be in compliance with all Applicable Laws, the Usage Policy, and this Agreement. 
    3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTEE OF ANY KIND, WHETHER IMPLIED, EXPRESS, OR STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, TO THE MAXIMUM EXTENT PERMITTED BY LAW.  FURTHER, EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, ALL SERVICES ARE PROVIDED BY EXAFORCE ON AN “AS IS” AND “AS AVAILABLE” BASIS.  WITHOUT LIMITING THE OTHER PROVISIONS OF THIS SECTION 5, EXAFORCE DOES NOT WARRANT OR MAKE ANY GUARANTEE THAT DEFECTS WILL BE CORRECTED AND MAKES NO WARRANTY OF ANY KIND THAT SERVICES, SUPPORT, DOCUMENTATION OR OTHER MATERIAL, OR RESULTS OF THE USE THEREOF, WILL (A) MEET CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS; (B) OPERATE WITHOUT INTERRUPTION; (C) ACHIEVE ANY INTENDED RESULT; (D) BE ERROR FREE OR (E) BE COMPATIBLE, WORK WITH OR CONTINUE TO WORK WITH CUSTOMER SYSTEMS OR CONNECTIONS.  ANY CHANGES TO CUSTOMER SYSTEMS OR CONNECTIONS (INCLUDING THEIR UNAVAILABILITY) DURING A SUBSCRIPTION TERM DO NOT AFFECT CUSTOMER’S OBLIGATIONS UNDER APPLICABLE ORDER FORM(S) OR THE AGREEMENT. CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICES AND AI AGENTS PROVIDED BY EXAFORCE ARE INTENDED TO AUGMENT AND SUPPLEMENT THE ACTIVE MANAGEMENT OF CUSTOMER SYSTEMS AND THEIR SECURITY INFRASTRUCTURE BY CUSTOMER USERS AND DO NOT REPLACE THE NEED FOR HUMAN OVERSIGHT AND REVIEW OF SECURITY INCIDENTS AND EVENTS.
    4. Exclusions. Customer acknowledges and agrees that Exaforce will have no responsibility or liability of any kind under the Agreement, including, for any breach of the Agreement, to the extent such liability or breach arises from: (a) problems caused by failed internet connections or Customer Systems; (b) nonconformities resulting from Customer’s, any Users’, or any third party’s misuse, abuse, negligence, or improper or unauthorized use of all or any part of the Services or the Account; (c) modification, amendment, revision, or change to the Services (or any part thereof) by any person other than Exaforce; or (d) any other factor outside of Exaforce’s reasonable control.
16. Indemnification.
    
    1. By Exaforce.  Exaforce will: (a) defend Customer and its Affiliates, employees, officers, directors, and Representatives against any claim, action, demand, suit or proceeding (each, an “Action”) made or brought against Customer by a third party alleging that Services being used by Customer, when used in accordance with the Agreement, violate, misappropriate, or infringe such third party’s Intellectual Property Rights (each, an “Infringement Action”) and (b) indemnify and hold harmless Customer from and against any damages, costs and expenses (including attorneys’ fees) (collectively “Losses”) finally awarded against Customer as a result of such Infringement Action, or for amounts paid by Customer under a settlement approved in writing by Exaforce resulting from such Infringement Action.  If Customer’s use of Services becomes, or in Exaforce’s opinion is likely to become, the subject of an Infringement Action, Exaforce may in its discretion and at its own expense: (i) obtain for Customer the right to continue using Services; (ii) modify Services so that they no longer infringe or misappropriate; or (iii) terminate the Agreement and all an Order Form and issue a Pro-Rated Refund.  This Section 16.1 states Exaforce’s entire liability and Customer’s exclusive remedies for any claim of Intellectual Property Rights infringement or misappropriation. Exaforce will have no obligation to indemnify Customer for an Infringement Action to the extent it arises from Preview Offerings, Trial Services or any of the following: (x) the use, operation or combination of the Services with Customer Systems, (y) Customer Systems, Connections, or Customer Data (including Inputs), (z) or any access or use of Services by Customer, an Affiliate or a User in a manner that is not in conformity with the Agreement, the Usage Policy, or Applicable Laws ((x)-(z) collectively, the “Customer-Controlled Matters”).
    2. By Customer.  Customer will defend Exaforce against any Action made or brought against Exaforce by a third party arising out of or relating to Customer-Controlled Matters and indemnify and hold harmless Exaforce from and against any Losses finally awarded against Exaforce as a result of such Action, or for amounts paid by Exaforce under a settlement approved in writing by Customer resulting from such Action.
    3. Procedure.  A Party seeking indemnification under this Section 16 (the “Indemnitee”) shall promptly notify the other Party (the “Indemnifying Party”), in writing of any Action for which the Indemnitee seeks indemnification pursuant to Section 16.2 or 16.3, as applicable, and reasonably cooperate with the Indemnifying Party at the Indemnifying Party’s expense.  The Indemnifying Party shall promptly take control of the defense and investigation of such Action and shall employ counsel of its choice to handle and defend the same at the Indemnifying Party’s expense.  An Indemnitee may participate in and observe the proceedings on a monitoring, non-controlling basis at its own expense with counsel of its own choice.  A Party’s failure to perform any obligations under this Section 3 will not relieve the Indemnifying Party of its obligations under Section 16.1 or 16.2, as applicable, except to the extent that the Indemnifying Party can demonstrate that it has been materially prejudiced as a result of such failure.  The Indemnifying Party shall not settle an Action without the Indemnitee’s written consent if such settlement shall require action or payment by the Indemnitee.
17. Limitations of Liability.  
    
    1. Consequential Damages.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAWS, IN NO EVENT SHALL EITHER PARTY BE LIABLE OR OBLIGATED TO THE OTHER PARTY, WHETHER UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY AND EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITY OR OBLIGATION, FOR ANY (A) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES, OR RIGHTS; (B) INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, RELIANCE, OR CONSEQUENTIAL DAMAGES; OR (C) INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA.
    2. Damages Cap.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL A PARTY’S TOTAL AGGREGATE LIABILITY ARISING UNDER OR RELATING TO THE AGREEMENT EXCEED, IN THE AGGREGATE, ANY AMOUNTS GREATER THAN THE FEES PAID OR PAYABLE BY CUSTOMER TO EXAFORCE FOR THE EXAFORCE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12)-MONTH PERIOD IMMEDIATELY PRIOR TO THE CAUSE OF ACTION, OR, WITH RESPECT TO ANY TRIAL SERVICES OR PREVIEW OFFERINGS, USD $200.00.
    3. Excluded Claims.  THE FOREGOING EXCLUSIONS AND LIMITATIONS SHALL NOT APPLY TO (A) A PARTY’S BREACH OF SECTION 12 (CONFIDENTIALITY), (B) CUSTOMER’S BREACH OF SECTIONS 5 (RESTRICTIONS AND PROHIBITED USES) OR 6 THROUGH 8 (CUSTOMER OBLIGATIONS), (C) CUSTOMER’S BREACH OF ITS PAYMENT OBLIGATIONS, (D) A PARTY’S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER SECTION 16 (INDEMNIFICATION), OR (E) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
    4. Basis of the Bargain.  THE PARTIES AGREE THAT THESE LIMITATIONS SHALL APPLY EVEN IF THIS AGREEMENT OR ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.  THE PARTIES AGREE THAT THIS SECTION 17 REPRESENTS A REASONABLE ALLOCATION OF RISK AND THAT EXAFORCE WOULD NOT PROCEED IN THE ABSENCE OF SUCH ALLOCATION.  THIS ALLOCATION OF RISK IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.  EXAFORCE DISCLAIMS ALL LIABILITY OF ANY KIND WITH RESPECT TO EXAFORCE’S LICENSORS AND SUPPLIERS.  THE WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY INURE TO THE BENEFIT OF EXAFORCE’S SUPPLIERS.
18. General.
    
    1. Independent Parties; No Third-Party Beneficiaries.  The Parties expressly understand and agree that their relationship is that of independent contractors.  Nothing in the Agreement shall constitute one Party as an employee, agent, joint venture partner or servant of the other.  The Agreement is for the sole benefit of the Parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.
    2. Force Majeure.  Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement (except for any obligations to pay Fees), when and to the extent such failure or delay is caused by events outside of the reasonable control of the affected Party, including acts of God; pandemics; flood, fire or explosion; war, invasion, riot or other civil unrest; terrorist or criminal acts; cyberattacks; internet or Cloud Provider disruptions; embargoes or blockades in effect on or after the date of the Agreement; or national or regional emergency (each of the foregoing, a “Force Majeure Event”), provided that, in each case, the affected Party will provide prompt notice to the other Party, stating the period of time the occurrence is expected to continue, and use diligent efforts to end the failure or delay and minimize the effects of such Force Majeure Event.
    3. Assignment.  Either Party may assign the Agreement to an Affiliate or in connection with any merger, consolidation or reorganization, or a sale of all or substantially all of such Party’s business or assets relating to the Agreement to an unaffiliated third party, so long as notice is provided within 60 days of such assignment and the assignee agrees in writing to accept all obligations and responsibilities under the Agreement, including, in the case of Customer, all outstanding Fees.  Subject to the foregoing, neither Party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other Party’s prior written consent.  Any purported assignment in violation of this Section is void.  The Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
    4. Publicity.  Subject to obtaining Customer’s prior written consent, Exaforce may identify Customer as a Exaforce customer to other current or prospective Exaforce customers or partners, and (subject to any Customer brand guidelines communicated to Exaforce) may use and display Customer’s name, marks and logos on Exaforce’s websites and in marketing materials in connection with Customer’s identification as a Exaforce customer.  Unless otherwise required by Applicable Laws or stock exchange requirements, neither Party shall issue or release any announcement, statement, press release or other publicity or marketing materials relating to the Agreement or otherwise use the other Party’s marks or logos without the prior written consent of the other Party.
    5. Export; Trade Sanctions.  Each Party shall (a) comply with Applicable Laws, including those administered by the U.S. Commerce Bureau of Industry and Security and U.S. Treasury Office of Foreign Assets Control, imposing export controls and trade sanctions (“Export Laws”), including designating countries, entities and persons (“Sanctions Targets”) and (b) not directly or indirectly export, re-export or otherwise deliver Services to a Sanctions Target, or broker, finance or otherwise facilitate any transaction in violation of any Export Laws.  Without limiting the foregoing, as of the Effective Date and the date of each Order Form, Customer represents and agrees that it (and each Affiliate and User accessing Services): (i) is not a Sanctions Target; (ii) is not 50% or more owned by Sanction Targets (individually or in the aggregate); (iii) is not located in, or a national of, a country that is subject to a U.S. government embargo or has been designated by the U.S. government as a state sponsor of terrorism; (iv) will not (and will not permit any third party to) access or use Services in violation of any U.S. export embargo, prohibition or restriction; and (v) will not use any Service or Support to process information that is controlled under the U.S. International Traffic in Arms Regulations.
    6. U.S. Government Customers.  To the extent Customer is an agency of, or otherwise represents, the United States federal government, Customer acknowledges and agrees that Services and Documentation are provided as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to Services and Documentation.  If Customer, any Affiliate or any User is using Services and Documentation on behalf of the U.S. government and these terms fail to meet the government’s needs or are inconsistent in any respect with federal law, Customer, its Affiliates and Users must immediately discontinue use of Services and Documentation.  The terms listed above are defined in the U.S. Federal Acquisition Regulation and the U.S. Defense Federal Acquisition Regulation Supplement.  If a U.S. government agency has a need for rights not granted under these terms, it must negotiate with Exaforce to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.
    7. Dispute Resolution. In the event of a dispute, claim or controversy relating to these Terms (“Dispute”), the Parties will first attempt in good faith to informally resolve the matter. The Party raising the Dispute must notify the other Party (a “Dispute Notice”). The other Party will respond to the Dispute Notice in a timely manner. If the parties have not resolved the dispute within 45 days of delivery of the Dispute Notice, either Party may seek to resolve the dispute through arbitration, which shall be conducted in English and be final and binding. EACH PARTY AGREES THAT IT IS WAIVING THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO JOIN AND PARTICIPATE IN A CLASS ACTION, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW IN CONNECTION WITH THESE TERMS. Disputes will be determined by a sole arbitrator in New York, NY pursuant to the Comprehensive Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (JAMS). This Section does not prohibit either Party from seeking equitable relief as may be necessary to enforce its rights hereunder.
    8. Governing Law; Venue.  Except to the extent the issue arising under the Agreement is governed by United States federal law, the Agreement shall be governed by and construed and enforced in accordance with the laws of the State of California, without giving effect to the choice of law rules of that State. Subject to Section 18.7 hereof, any legal action or proceeding arising under or relating to the Agreement shall be brought exclusively in the state or federal courts located in San Jose, California, USA, and the Parties expressly consent to personal jurisdiction and venue in those courts.  The Parties agree that the United Nations Convention on Contracts for the International Sale of Goods are specifically excluded from application to the Agreement.
    9. Notices.  Notices required or permitted to be given under the Agreement shall be in writing to the addresses according to this Section and shall be deemed to be sufficiently given:  (a) one business day after being sent by overnight courier to the Party’s physical address; (b) three business days after being sent by registered mail, return receipt requested, to the Party’s physical address; or (c) one business day after being sent by email to the Party’s email address provided that the sender does not receive a response that the message could not be delivered.  Exaforce’s physical address for notices is that of its San Jose offices as provided at 2570 N First St, San Jose, CA 95131, and its email address is legal@exaforce.com  Customer’s physical address and email address for notices are those specified in any Order Form, provided that Exaforce may additionally, or in lieu of, such email address use the email address for any Customer administrator reflected in Services.  Customer acknowledges that general notices not specific to Customer may be provided directly through Services. 
    10. Entire Agreement.  These Terms, together with any Order Form, the Usage Policy, the DPA and, as and if applicable, any Supplemental Terms, is the complete and exclusive statement of the agreement between the Parties and supersedes all proposals, questionnaires and other communications and agreements between the Parties (oral or written) relating to the subject matter of the Agreement.  Any terms and conditions of any Customer web portal, vendor onboarding process, purchase order or other instrument issued by Customer in connection with the Agreement which are in addition to, inconsistent with or different from the terms and conditions of the Agreement shall be of no force or effect.  Additionally, the Agreement supersedes any confidentiality, non-disclosure, evaluation or trial agreement previously entered into by the Parties with respect Customer’s or an Affiliate’s evaluation of Services or otherwise with respect to Services.
    11. Amendments; Waivers; Severability.  The Agreement may be modified only by a written instrument duly executed by authorized representatives of the Parties; provided, however, that Exaforce may (a) modify these Terms as provided in Section 20 and (b) designate successor locations for the URLs referenced throughout these Term and may modify the terms published at those URLs in its sole discretion, subject to any limitations on modifications noted therein.  The failure of a Party to exercise or enforce any condition, term or provision of the Agreement will not operate as a waiver of such condition, term or provision.  Any waiver by either Party of any condition, term or provision of the Agreement shall not be construed as a waiver of any other condition, term or provision.  If any provision of the Agreement is held invalid or unenforceable, the remainder of the Agreement shall continue in full force and effect.
    12. Interpretation.  The headings in the Agreement are for reference only and shall not affect the interpretation of the Agreement.  For purposes of the Agreement, the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; the word “or” is not exclusive; and the words “herein,” “hereof,” “hereby,” “hereto” and “hereunder” refer to the Agreement as a whole.
19. Definitions.  Capitalized terms not otherwise defined in the Agreement shall have the respective meanings assigned to them in this Section.

“Affiliate” means, with respect to a Party, a business entity that directly or indirectly controls, is controlled by or is under common control with, such Party, where “control” means the direct or indirect ownership of more than 50% of the voting securities of a business entity.

“API” means an application programming interface referenced in the Documentation that Exaforce maintains and makes available in connection with Services.

“Applicable Laws” means any and all governmental laws, rules, directives, regulations or orders that are applicable to a particular Party’s performance under the Agreement.

“Cloud Provider” means a third-party cloud service provider that provides scalable computing resources accessible on demand over the internet, including cloud-based compute, storage, platform, and application services, such as Amazon Web Services (AWS), Google Cloud Platform (GCP), and Microsoft Azure (Azure).

“Confidential Information” means any proprietary information that Receiving Party receives from Disclosing Party during or prior to entering into this Agreement that is either designated confidential or which the Receiving Party should know is confidential or proprietary based on its subject matter or the circumstances surrounding the disclosure. Confidential Information shall include generally any software, technology, know how, inventions and other technical, business, financial, marketing, customer and product development plans, forecasts, strategies and information or a Party, and, with respect to: (a) Exaforce, shall include the Fees payable hereunder, the Documentation (except to the extent made public), Feedback, and any non-public technical and business information regarding the Services (or any part thereof), and (b) Customer, shall include Customer Data and Customer Credentials. Confidential Information does not include information that (i) is or becomes generally known to the public through no fault of or breach of this Agreement by the receiving party; (ii) is rightfully known by the receiving party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the receiving party without use of the disclosing party’s Confidential Information; or (iv) the receiving party rightfully obtains from a third party without restriction on use or disclosure.

“Customer Credentials” means passwords, keys, tokens or other credentials used by Customer in connection with Services, including credentials for Services, as well as credentials for Customer Systems and Connections.

“Customer Data” means data that are submitted by or on behalf of Customer for processing by Services, including data submitted by or on behalf of Customer from Customer Systems through Connections.

“Customer System” means any application, platform, cloud environment, hosted service, software, device, network, site, model or other resource that interoperates with (but is exclusive of) Services that Customer uses in connection with Services or otherwise.  Customer Systems may be owned, leased or licensed by Customer, located on Customer’s premises or hosted with a Cloud Provider, used by Customer on an as-a-service basis or otherwise.

“Customer System Terms” means any and all Customer-internal and third-party terms, policies and licenses applicable to Customer Systems and/or Connections.

“Data Protection Laws” has the meaning assigned to that term in the DPA.

“Documentation” means the user documentation designated as applicable to the applicable Service at [https://docs.exaforce.com]

“DPA” means Exaforce’s Data Processing Addendum, made available at https://www.exaforce.com/policies/data-processing-addendum.

“Fees” means all fees payable by Customer (or, as applicable, an Intermediary on behalf of Customer) to Exaforce for access and use of the Services.

“Indirect Procurement” means Customer’s acquisition of subscriptions to Services pursuant to an order made through an Intermediary on behalf of Customer as part of a separate arrangement between Customer and the Intermediary.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection in any part of the world.

“Malicious Code” means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.

“Marketplace” means an Exaforce-authorized, third-party online storefront where Customer acquires Service subscriptions, such as those of a Cloud Provider (if available).

“Order Form” means an order form or an online registration, provisioning or order process for Services completed by or on behalf of Customer that references these Terms, including a signup by Customer at https://www.exaforce.com/policies/terms-of-service.  Each Order Form shall be subject to acceptance by Exaforce in its sole discretion.

“Party” means each of Exaforce and Customer.

“Personal Information” has the meaning assigned to that term in the DPA.

“Preview Offerings” means any products, features, software, or services that Exaforce does not yet make generally available, including those labeled “preview,” “experimental,” “pre-release,” “beta” or the like.  Except as otherwise provided in the Agreement or any Supplemental Terms applicable to a Preview Offering, Preview Offerings will be deemed “Services” for purposes of the Agreement.

“Promotional Credits” means any promotional credits against Fees that Exaforce may, in its sole discretion, offer to Customer toward Customer’s use of Services.  Promotional Credits have no cash value, are non-transferable and, unless otherwise specified in writing by Exaforce, expire thirty (30) days from issuance.

“Reseller” means a Exaforce-authorized, third-party distributor or reseller that sells Service subscriptions to Customer.

“Restricted Information” means the following categories of Personal Information: (a) patient, medical, or other protected health information regulated by the U.S. Health Insurance Portability and Accountability Act (HIPAA); (b) credit, debit, bank account, or other financial account numbers or other protected financial information regulated by the Graham-Leach-Bliley Act (GLB); (c) social security numbers, driver’s license numbers, or other unique and private government ID numbers; (d) biometric information, including as defined by the Illinois Biometric Information Privacy Act of 2008; and (e) other similar categories of sensitive information as set forth in the Data Protection Laws.

“Security Measures” means Exaforce’s Technical and Organizational Security Measures, made available at https://www.exaforce.com/policies/terms-of-service.

“Services” means the hosted security monitoring services that Exaforce makes available at https://www.exaforce.com/policies/support-policy and/or via Connections.  Exaforce may modify the Services from time to time, provided that any modifications do not materially diminish the features or functionalities of Services used by Customer during the applicable Subscription Term.  For clarity, Services do not include any Customer System or any software, sample data, libraries or services which are not individually essential for the functioning of Services that Exaforce makes available under separate license terms or otherwise.

“Supplemental Terms” means the terms and conditions that apply only to certain Services, Service features, or Preview Offerings, made available at https://www.exaforce.com/policies/support-policy.

“Support” means the technical support and service level commitments, if any, available to Customer and its Users in connection with use of the Services as described in the Documentation and Support Policy.

“Support Policy” means Exaforce’s Support Policy and Service Level Agreement, made available at https://www.exaforce.com/policies/support-policy.

“Trial Services” means generally available Services (i.e., not Preview Offerings) that Exaforce provides to Customer free of charge.

“Usage Data” means Exaforce’s technical logs, metrics, analytics, and telemetry data regarding the performance, use and operation of the Services, but excludes Customer Data.

“Usage Policy” means Exaforce’s Usage Policy, made available at https://www.exaforce.com/policies/terms-of-use. 

“User” means any individual employee or contractor of Customer or (subject to Section 3) a Customer Affiliate for whom access to Services are granted by or on behalf of Customer or a Customer Affiliate.

20. Changes to Agreement.  Exaforce may modify these Terms at any time by posting a revised version at [Website for past MSAs] or a successor website designated by Exaforce.  The modifications will become effective as of the first day of the calendar month following the month in which they were first posted; provided, however, that if a then-outstanding Order Form specifies an Initial Subscription Term of 12 months or longer, the modifications will instead be effective with respect to that Order Form immediately upon the Order Form’s renewal, if any.  In either case, if Customer objects to the updated Terms, as its sole and exclusive remedy, Customer may choose not to renew its subscription and cease all access and use of Services.  For the avoidance of doubt, each Order Form is subject to the version of the Terms in effect at the time the Order Form is made.