Terms of Use

Version 2.0 | Effective date: September 14, 2026 | Supersedes the version dated September 11, 2024

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These Terms of Use (“Terms”) are a legal agreement between ActivePrime, Inc., a Delaware corporation with its principal office at 800 West El Camino Real, Suite 180, Mountain View, CA 94040 (“ActivePrime”, “we” or “us”), and you. They govern (a) your use of the ActivePrime website and (b) if you or your organization has purchased a subscription to ActivePrime products, your use of those products.

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Application. Sections 1 to 8, Section 20 (Warranties and Disclaimers), Section 22 (Limitation of Liability) and Sections 23 to 32 apply to everyone who uses the Site or the Services. Part C (Sections 9 to 22) applies to Customers, including Customers who obtain the Software through a Reseller.

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PART A: TERMS THAT APPLY TO EVERYONE

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1. Definitions

“Affiliate” means an entity that controls, is controlled by, or is under common control with a party, where control means ownership of more than 50% of the voting interests.

“Authorized User” means an employee or individual contractor of Customer or its Affiliates whom Customer permits to use the Software under Customer’s subscription, up to any user limit stated in the Order Form.

“Beta Features” has the meaning given in Section 17.

“Customer” or “you” (in Part C) means the company or other legal entity identified in an Order Form, including a Reseller Order.

“Customer Data” means all data, records and content that Customer or its Authorized Users submit to the Services or that the Software accesses or processes on Customer’s behalf, whether within Customer’s CRM environment or in ActivePrime’s systems, together with the results, outputs and copies of that data generated for Customer by the Services, including personal information about Customer’s contacts. Customer Data does not include Usage Data, Feedback, or third-party reference data that ActivePrime or its licensors make available through the Services, which remains the property of ActivePrime or its licensors; Customer may use that reference data as part of the results delivered to it.

“Documentation” means ActivePrime’s then-current user guides and technical documentation for the Software, as made available by ActivePrime.

“DPA” means ActivePrime’s Data Processing Agreement, available at activeprime.com/dpa, which is incorporated into these Terms and applies to the processing of personal information in Customer Data. ActivePrime will also execute the DPA with Customer on written request; an executed DPA supersedes the posted version for that Customer.

“Feedback” means suggestions, ideas or other feedback about the Site or Services that you voluntarily provide to ActivePrime.

“Materials” means web pages, text, images, graphics, audio, video, white papers, data sheets, reports and other content that ActivePrime publishes on the Site.

“Order Form” means an ordering document, proposal, quote or online order for the Software that is signed or accepted by Customer and ActivePrime and that references or is governed by these Terms, and includes a Reseller Order. Commercial particulars such as fees, Subscription Term, user and data limits are as stated in the Order Form. A purchase order or similar document issued by Customer is for Customer’s convenience only; any terms it contains are rejected and have no effect.

“Reseller” means a third party authorized by ActivePrime to resell, distribute or make the Software available to Customer, including through an online marketplace, platform or application exchange, or under an original equipment manufacturer or similar arrangement.

“Reseller Order” means the ordering, entitlement, subscription or provisioning document under which Customer obtains the Software from a Reseller.

“Salesforce” means Salesforce, Inc. and its Affiliates, and “Salesforce Platform” means the Salesforce services within which the Software operates.

“Services” means the Software, the Documentation, support and any other services ActivePrime provides under an Order Form.

“Site” means the website at activeprime.com and its subdomains, and the Materials on it. The Site does not include the Software.

“Software” means ActivePrime’s proprietary software products identified in an Order Form, including CleanData and related applications, whether provided as a managed package installed in Customer’s Salesforce environment or as a hosted service, together with updates ActivePrime makes generally available.

“Subscription Term” means the subscription period stated in the Order Form, together with any renewal period under Section 19.

“Usage Data” means technical and statistical data about the use and performance of the Software (such as feature usage, record counts, error logs and response times) that does not include the content of Customer Data and is not reasonably capable of being associated with or linked to any individual or household.

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2. Acceptance of these Terms; Updates

Acceptance. You accept these Terms by (a) clicking “I agree” or a similar control where these Terms are presented, (b) signing or accepting an Order Form that references these Terms, (c) installing, downloading, accessing or using the Software, including where it is obtained through a Reseller, or (d) accessing or using the Site. If you accept on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “you” refers to that entity. If you do not agree to these Terms, do not use the Site or the Services.

Updates to these Terms. We may update these Terms from time to time. We will post the updated Terms on the Site with a new version number and effective date. For material changes we will give at least 30 days’ notice before the effective date, by posting a notice on the Site and, for Customers, by email to the contact on the Order Form.

Effect on existing subscriptions. Updated Terms apply to a Customer from the start of its next Subscription Term. A new Order Form is governed by the version of these Terms in effect on its date and does not change the version that governs any existing Order Form. Updated Terms do not change the terms of a Subscription Term already in progress, except to the extent necessary to comply with applicable law or to address a material security or legal risk. Where updated Terms will apply to a renewal, ActivePrime will provide them with or before the renewal notice under Section 19, so that Customer can decide whether to renew. Updated Terms apply to Site visitors from the effective date; if you do not agree, stop using the Site.

3. Related Documents and Order of Precedence

Related documents. The Order Form and the DPA are part of the agreement between ActivePrime and Customer and are incorporated by reference. Our Privacy Policy (activeprime.com/privacy-policy) describes how ActivePrime handles personal information it collects as a business; it is a notice, not a contract term, and does not govern Customer Data.

Order of precedence. If there is a conflict between these documents, the following order applies: (a) the Order Form, for the commercial particulars and choices that these Terms permit an Order Form to specify, and for any other term that expressly states it overrides these Terms; (b) the DPA, for the processing of personal information in Customer Data; (c) these Terms. Where the Software is obtained through a Reseller, the terms of the Reseller Order and of any marketplace or platform terms that the Reseller is required to impose govern the commercial terms of that transaction to the extent stated in Section 9, and these Terms govern Customer’s use of the Software to the extent not inconsistent with them. Additional terms that ActivePrime posts for a specific feature of the Site apply to that feature.

Salesforce. Your use of the Salesforce Platform is governed by your agreement with Salesforce. Nothing in these Terms modifies that agreement, and ActivePrime is not responsible for the Salesforce Platform. As between you and ActivePrime, these Terms govern the Services.

PART B: USE OF THE SITE

4. Use of the Site and Materials

Subject to these Terms, you may view, download and print Materials from the Site for your own informational purposes, including evaluating ActivePrime products for your organization. You may not modify, republish, sell or redistribute Materials, remove proprietary notices from them, or use them to build a competing product.

The Site and Materials are the intellectual property of ActivePrime or its licensors and are protected by copyright, trademark and other laws. All rights not expressly granted are reserved.

5. Acceptable Use; Accounts and Passwords

You agree not to: (a) use the Site or Services for any unlawful purpose or in breach of these Terms; (b) attempt to gain unauthorized access to, interfere with, or disrupt the Site, the Services or any ActivePrime systems, accounts or networks; (c) use robots, scrapers or other automated means to access the Site without our written permission; (d) upload malicious code; (e) probe, scan or test the vulnerability of any ActivePrime system without written authorization; (f) misrepresent your identity or affiliation; or (g) use the Site or Services to send unsolicited commercial messages or to infringe the rights of others.

ActivePrime does not issue login credentials for the Site. If you are given credentials for the Services, you must keep them confidential, must not share them, and are responsible for all activity under them. Notify us at legal@activeprime.com immediately if you suspect unauthorized use.

6. Monitoring; Changes to the Site; Suspension of Site Access

ActivePrime may monitor use of the Site for security, compliance and operational purposes and may remove or block any content or access that it reasonably believes violates these Terms. ActivePrime does not monitor Customer Data except as needed to provide, secure and support the Services and as described in the DPA.

ActivePrime may change, suspend or discontinue the Site or any Materials at any time without notice, and may suspend or terminate your access to the Site if you violate these Terms. This Section does not apply to a Customer’s use of the Software during a paid Subscription Term, which is governed by Section 19.

7. Third-Party Websites, Products and Services

The Site may link to third-party websites, products or services, including the Salesforce AppExchange. ActivePrime does not control and is not responsible for them, and a link is not an endorsement. Your use of third-party websites and services, including the Salesforce Platform, is governed by their terms and privacy policies.

8. [Reserved]

PART C: SUBSCRIPTION TERMS (CUSTOMERS WITH AN ORDER FORM)

9. Orders and Subscription License

Orders. Customer may purchase subscriptions to the Software by executing an Order Form. Each Order Form is governed by these Terms. Customer’s Affiliates may purchase under an Order Form, in which case the Affiliate is the Customer for that Order Form.

Indirect purchases. Customer may also obtain the Software from a Reseller under a Reseller Order. In that case the Reseller Order is the Order Form for the purposes of these Terms, the entity identified in it is the Customer, and these Terms apply directly between ActivePrime and Customer as if Customer had contracted with ActivePrime, except as stated in this paragraph. The commercial terms of the transaction are governed by the Reseller Order and Customer’s agreement with the Reseller, and Sections 18 (Fees, Payment and Taxes) and the Renewal and Renewal pricing paragraphs of Section 19 do not apply. Any refund ActivePrime owes in connection with a Reseller Order is payable to the Reseller rather than to Customer, and Customer’s remedy for it is against the Reseller. ActivePrime’s obligations are conditioned on ActivePrime receiving the fees due for Customer’s subscription, and ActivePrime may suspend or terminate the subscription in accordance with these Terms if those fees are not paid or if the Reseller’s authorization or agreement with ActivePrime ends.

Resellers are independent. A Reseller is not ActivePrime’s agent, has no authority to bind ActivePrime, to modify these Terms, or to make any representation, warranty or commitment on ActivePrime’s behalf, and ActivePrime is not responsible for a Reseller’s acts, omissions or agreements. If a Reseller has made a commitment to Customer that ActivePrime has not agreed in writing, Customer’s recourse is against the Reseller. Where a marketplace, platform or application exchange through which the Software is made available imposes terms that govern the transaction and that conflict with these Terms, those terms prevail for that transaction, and these Terms continue to govern Customer’s use of the Software to the extent not inconsistent with them.

License grant. Subject to these Terms, ActivePrime grants Customer a non-exclusive, non-transferable (except under Section 26), non-sublicensable right during the Subscription Term to access and use the Software and Documentation for Customer’s and its Affiliates’ internal business purposes, through Authorized Users, within the scope (including any user, org, record or data limits) stated in the Order Form. The license takes effect on the subscription start date stated in the Order Form.

Condition to effectiveness; provisioning.Unless the Order Form states otherwise, the license granted above is conditioned on ActivePrime's receipt, in full and in cleared funds, of the fees due for the initial Subscription Term. ActivePrime will provision the Software within two (2) business days after receipt, and the license takes effect on provisioning (the "Provisioning Date"). Until the license takes effect, Customer has no right to access or use the Software, and any access or use is outside the scope of the license and subject to the Restrictions paragraph of this Section 9. This paragraph does not apply to a renewal Subscription Term, which continues without interruption; non-payment of renewal fees is addressed by Sections 18 and 19. Where Customer obtains the Software under a Reseller Order, the license is conditioned on ActivePrime's receipt of the fees due for Customer's subscription, and the Software will be provisioned as provided in the Reseller Order.

Restrictions. Customer will not, and will not permit anyone to: (a) copy, modify, translate or create derivative works of the Software; (b) reverse engineer, decompile or otherwise attempt to derive source code, algorithms or models from the Software, except to the extent applicable law prohibits this restriction; (c) sell, resell, rent, lease, sublicense, distribute or otherwise make the Software available to any third party, or use it to provide services to third parties (service-bureau use); (d) use the Software to build or assist a competing product; (e) publish or disclose benchmark or performance test results for the Software without ActivePrime’s written consent; (f) circumvent user, org or data limits, security controls or usage measurement; (g) use the Software in violation of applicable law or the rights of others; or (h) access the Software other than through the interfaces ActivePrime provides.

Salesforce Platform requirement. To the extent that the Software operates within, and depends on, the Salesforce Platform, Customer must maintain the Salesforce subscriptions, editions, API access and permissions that the Software requires as specified in the Documentation. ActivePrime is not responsible for unavailability, changes or limits of the Salesforce Platform, including API limits, and may need to modify the Software to remain compatible with changes Salesforce makes.

Third-party components. The Software may include open-source or other third-party components, which are provided under their own license terms. Those terms govern the components to the extent they conflict with these Terms.

Reservation of rights. ActivePrime and its licensors own all right, title and interest in the Software, Documentation, Usage Data and Feedback-based improvements, including all intellectual property rights. No rights are granted to Customer other than as expressly stated in these Terms.

10. Data Limits and Usage Verification

Data Limits. The Order Form may limit the number of Authorized Users, Salesforce orgs, records, data points or rows under management (each a “Data Limit”). ActivePrime measures usage against Data Limits using the Software’s usage records.

Exceeding a Data Limit. If Customer exceeds a Data Limit, ActivePrime will notify Customer by email (the "Overage Notice"). The Overage Notice will state the applicable Data Limit, the usage ActivePrime has measured, the date the overage was detected, the date on which excess use fees begin to accrue under this Section, and the date on or after which ActivePrime may suspend the affected functionality. Customer will have 30 days from the Overage Notice to either (a) reduce usage to within the Data Limit, or (b) purchase additional capacity or a higher tier at the rates stated in the Order Form or, if none, at ActivePrime’s then-current rates. No excess use fee accrues during that 30-day period.

Excess use fees. If Customer has not cured the overage within 30 days after the Overage Notice, Customer will pay, for each monthly billing cycle or part of a monthly billing cycle during which the overage continues, an excess use fee equal to the percentage of the monthly subscription fees then payable for the affected subscription that is stated in the Order Form or, if none is stated, 20%. The excess use fee is consideration for Customer’s use of the Software beyond the capacity it has licensed. It is prorated for any partial month and stops accruing on the date Customer cures the overage by reducing usage to within the Data Limit or purchasing additional capacity or a higher tier. ActivePrime will invoice excess use fees monthly in arrears and they are payable under Section 18. If Customer purchases additional capacity or a higher tier with effect from the first day of the overage, the excess use fees paid or payable for that period are credited against the incremental fees for that additional capacity.

Suspension for continued overage. If the overage continues 60 days after the Overage Notice, ActivePrime may, on 5 business days’ further written notice, suspend the functionality affected by the overage until the overage is cured. Suspension under this Section does not relieve Customer of its obligation to pay the subscription fees for the affected subscription, and ActivePrime may charge any reconnection fee stated in the Order Form for each restoration of service following a suspension. Excess use fees do not accrue for any period during which the affected functionality is suspended under this paragraph.

Sole monetary remedy. The excess use fees, the fees for any additional capacity or higher tier Customer purchases, and any reconnection fee are ActivePrime’s sole monetary remedies for Customer exceeding a Data Limit. The parties agree that the excess use fee is a reasonable estimate of the value to Customer of the additional use, that the actual value of that use would be impractical or extremely difficult to determine, and that the excess use fee is not a penalty. This paragraph does not limit ActivePrime’s rights under the Restrictions paragraph of Section 9 or under Section 19. 

11. Customer Responsibilities

Customer is responsible for: (a) the accuracy, quality, legality and integrity of Customer Data and for having all rights, consents and notices needed to provide Customer Data to ActivePrime for processing under these Terms and the DPA; (b) its Authorized Users’ compliance with these Terms; (c) the configuration choices, matching rules, merge and deletion decisions and other settings that Customer applies in the Software, and for reviewing the results before relying on them; (d) maintaining backups of its Salesforce data sufficient to restore records if a merge, standardization or deletion produces an unintended result; and (e) using the Software only in compliance with applicable law, including privacy, anti-spam and export laws.

Restricted data. Unless expressly agreed in an Order Form (and, where required, in a business associate agreement), Customer will not submit to the Software any protected health information, payment card data, government identification numbers, or other data subject to heightened legal requirements (“Restricted Data”). ActivePrime has no liability under these Terms to the extent a claim, loss or regulatory obligation arises from Restricted Data submitted in breach of this paragraph, and ActivePrime’s obligations under these Terms and the DPA are suspended in respect of that data to the extent performance would require ActivePrime to comply with requirements it was not told applied.

12. Customer Data

Ownership. As between the parties, Customer owns all right, title and interest in Customer Data. ActivePrime acquires no rights in Customer Data other than the limited license in this Section.

Limited license to ActivePrime. Customer grants ActivePrime a non-exclusive, non-transferable (except under Section 26), royalty-free license during the Subscription Term, and thereafter for so long as ActivePrime holds Customer Data for return or deletion under this Section, to access, host, copy, process, transmit and display Customer Data solely as necessary to provide, secure, support and maintain the Services for Customer in accordance with these Terms, the DPA and Customer’s documented instructions.

Service-provider commitments. ActivePrime will not: (a) sell or share Customer Data, or otherwise disclose it to a third party for monetary or other valuable consideration; (b) retain, use or disclose Customer Data for any purpose other than providing the Services to Customer under these Terms, or outside the direct business relationship between ActivePrime and Customer; (c) combine Customer Data with personal information ActivePrime receives from other customers or collects itself, except as permitted by applicable privacy law for a service provider or processor and except that ActivePrime may validate, correct, standardize and append Customer Data using third-party reference data that ActivePrime licenses, which is a core function of the Services performed on Customer’s behalf; or (d) use Customer Data to train or improve models, products or services for the benefit of anyone other than Customer, except as stated in the paragraph headed “Machine learning and product improvement” below. ActivePrime certifies that it understands and will comply with these restrictions.

Machine learning and product improvement. The Software may include machine-learning features that learn from Customer’s own data and configuration choices in order to provide the Services to Customer; those models and outputs are used only for Customer. ActivePrime may also use Usage Data, and de-identified data derived from Customer Data that cannot reasonably be linked to Customer or to any individual, to operate, secure, benchmark and improve the Services, to develop new features, and to train and improve machine-learning models that ActivePrime uses to provide the Services to its customers generally, provided that ActivePrime (i) does not use identifiable Customer Data for those purposes, (ii) maintains technical and organizational measures to prevent re-identification, (iii) publicly commits to maintain and use the data only in de-identified form and not to attempt to re-identify it, and (iv) contractually obligates any recipient of the data to comply with the same requirements. The models described in this paragraph include large language models, which ActivePrime trains only on de-identified data. ActivePrime does not use Restricted Data, in identifiable or de-identified form, for any purpose described in this paragraph. Customer may opt out of the use of de-identified data derived from its Customer Data for cross-customer model training by written notice to privacy@activeprime.com, and ActivePrime will give effect to the opt-out for future training within 30 days; the opt-out does not require the retraining of models already trained.

Confidentiality of Customer Data. Customer Data is Customer’s Confidential Information under Section 13 and is not an unsolicited submission. ActivePrime will disclose Customer Data only to its personnel and sub-processors who need it to provide the Services and who are bound by confidentiality obligations, and as required by law in accordance with Section 13.

Processing of personal information; DPA. To the extent Customer Data includes personal information, ActivePrime processes it as Customer’s processor and service provider on Customer’s documented instructions, and the DPA applies. Customer is the controller or business for that personal information and is responsible for its own notices, lawful bases and responses to individuals. If a request from an individual concerning Customer Data reaches ActivePrime, ActivePrime will refer it to Customer rather than act on it.

Usage Data. ActivePrime may collect and use Usage Data to operate, secure, support and improve the Services and for its internal analytics and product development. ActivePrime will not disclose Usage Data externally except in aggregated form that does not identify Customer.

Feedback. If Customer or its users provide Feedback, ActivePrime may use it without restriction or obligation, provided that Feedback does not include Customer Data and ActivePrime does not identify Customer as its source without consent.

Return and deletion. During the Subscription Term and for 30 days after it ends, Customer may obtain a copy of any Customer Data held by ActivePrime on written request. After that period ActivePrime will delete Customer Data held in its systems within 60 days, except for copies in routine backups (which will be deleted in the ordinary backup cycle and remain subject to Section 13 until deleted) and copies ActivePrime is required by law to retain. This applies to Customer Data that ActivePrime exports from Customer’s environment into a sandbox or other ActivePrime system for testing, support or configuration, which ActivePrime holds only for as long as needed for that purpose. ActivePrime will confirm deletion in writing on request. Customer Data that resides in Customer’s own Salesforce environment is unaffected by termination and remains under Customer’s control.

13. Confidentiality

Definition. “Confidential Information” means non-public information disclosed by one party to the other under these Terms that is marked confidential or that a reasonable person would understand to be confidential, including Customer Data, the Software and Documentation, security information, product roadmaps, pricing and the terms of any Order Form. Confidential Information does not include information that the receiving party can show (a) is or becomes publicly available without breach of these Terms, (b) was known to it without restriction before disclosure, (c) is received from a third party without restriction and without breach of any obligation, or (d) is independently developed without use of the disclosing party’s Confidential Information.

Obligations. The receiving party will use Confidential Information only to perform its obligations or exercise its rights under these Terms, will protect it with at least the care it uses for its own similar information and no less than reasonable care, and will disclose it only to its and its Affiliates’ employees, contractors and advisers who need to know it and are bound by obligations at least as protective as this Section. The receiving party may disclose Confidential Information to the extent required by law or court order, provided it gives the disclosing party prompt notice (where legally permitted) and reasonable assistance to seek protective treatment, and discloses only what is legally required.

Duration; remedies. These obligations continue for three years after the end of the last Subscription Term, except that obligations for Customer Data continue for as long as ActivePrime holds Customer Data and thereafter as provided in the DPA, and obligations for trade secrets continue for as long as the information qualifies as a trade secret under applicable law. Nothing in this Section limits any remedy available to a party under applicable law for unauthorized use or disclosure of its Confidential Information.

14. Security and Incident Notification

Security program. ActivePrime maintains administrative, physical and technical safeguards designed to protect the confidentiality, integrity and availability of Customer Data, including encryption of Customer Data in transit and at rest, access controls and periodic security assessments, as further described in the DPA.

Incident notification. If ActivePrime becomes aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data (“Security Incident”), ActivePrime will notify Customer without undue delay and within the period stated in the DPA, provide the information reasonably available to it about the incident, and take reasonable steps to contain and remediate it. ActivePrime will not notify Customer’s data subjects or regulators of a Security Incident on Customer’s behalf unless required by law or agreed in writing.

15. Sub-processors

ActivePrime may engage its Affiliates and third-party sub-processors (including hosting providers) to process Customer Data in providing the Services. ActivePrime will maintain a current list of sub-processors for Customer Data, will give Customer advance notice before adding a new sub-processor, and Customer may object on reasonable data-protection grounds, in each case as provided in the DPA. ActivePrime remains responsible for its sub-processors’ performance.

16. Support, Service Levels and Changes to the Services

Support. During the Subscription Term ActivePrime will provide the support described in the Order Form or, if none is specified, support by email during ActivePrime’s standard support hours of 9 a.m. to 5 p.m. U.S. Pacific time, Monday to Friday, excluding ActivePrime holidays. ActivePrime does not commit to any response or resolution time unless an Order Form expressly states one. Support does not cover third-party products, the Salesforce Platform, or customizations not made by ActivePrime.

Service levels. Any uptime commitment or service-level credits apply only if stated in the Order Form or in a service-level schedule that the Order Form incorporates.

Changes to the Services. ActivePrime may modify the Services, including by adding, changing or removing features, provided that during a paid Subscription Term it will not materially reduce the core functionality of the Software that Customer has purchased except as provided in this paragraph. ActivePrime will give at least 30 days’ notice of changes that remove or materially change a feature described in the Documentation. If a change would materially reduce the core functionality or value of Customer’s subscription, ActivePrime will give at least 60 days’ notice, and Customer may terminate the affected subscription on written notice within that period and receive a refund of prepaid fees prorated for the remainder of the Subscription Term. Changes required for security, legal compliance or to prevent abuse may be made immediately with notice as soon as practicable.

17. Beta Features

Beta Features. ActivePrime may offer features or products identified as beta, pilot, preview, early access or similar (“Beta Features”). Beta Features are provided for evaluation, may be changed or withdrawn at any time, may contain errors, and are excluded from any warranty, service level, support commitment and indemnity in these Terms; they are provided “as is”. Customer should not use Beta Features with production data or Restricted Data unless ActivePrime expressly agrees. Beta Features and any information about them are ActivePrime’s Confidential Information.

18. Fees, Payment and Taxes

Fees. Customer will pay the fees stated in each Order Form. Except as expressly provided in Sections 16, 19, 20, 21 and 28, fees are non-refundable and payment obligations are non-cancelable. Fees for renewal terms are determined under Section 19. The invoice for the initial Subscription Term is issued on execution of the Order Form and is payable before provisioning. Invoices for renewal terms and other fees are due within 30 days of the invoice date.

Invoicing and payment. Unless the Order Form states otherwise, ActivePrime invoices subscription fees annually in advance and other fees as incurred, and invoices are due within 30 days of the invoice date in U.S. dollars by the payment method stated on the invoice. Where Customer pays by credit card, ActivePrime may apply the surcharge stated in the Order Form, which will be disclosed to Customer before the charge is made and will not exceed the amount permitted by applicable law and card network rules. Customer will provide accurate billing information and notify ActivePrime of changes. If Customer requires a purchase order number on invoices, Customer will provide it before the invoice date; the absence of a purchase order does not excuse payment.

Late payment. Overdue amounts accrue interest at 1.0% per month or the maximum rate permitted by law, whichever is lower, from the due date until paid, and Customer will reimburse ActivePrime's reasonable costs of collection. Customer will notify ActivePrime in writing of any dispute regarding an invoice, stating the basis for the dispute, within 15 days after the invoice date; an invoice not disputed within that period is deemed accepted. Raising a dispute does not extend the due date. If any amount is more than 30 days overdue, ActivePrime may, on at least 10 days' written notice, suspend the Services until the amount is paid.

Taxes. Fees exclude taxes. Customer is responsible for all sales, use, value-added, goods and services, withholding and similar taxes, duties and charges arising from its purchases, other than taxes on ActivePrime’s net income. If Customer is required by law to withhold any tax from a payment, Customer will increase the payment so that ActivePrime receives the amount it would have received without the withholding. If Customer claims a tax exemption, it will provide a valid exemption certificate before the first invoice.

Price changes. ActivePrime may change its fees only with effect from the start of a renewal Subscription Term, in accordance with Section 19, or as agreed in an Order Form.

19. Term, Renewal, Suspension and Termination

Subscription Term. Each subscription begins on the Provisioning Date under Section 9 or, where the Order Form provides that the license is not conditioned on prior payment, on the start date stated in the Order Form, and continues for the Subscription Term stated in the Order Form. If the Provisioning Date is later than the start date stated in the Order Form, the end of the Subscription Term is extended by the same number of days, so that Customer receives the full Subscription Term it purchased.

Renewal. Unless the Order Form states otherwise, each subscription automatically renews for successive one-year periods unless either party gives written notice of non-renewal at least 30 days before the end of the then-current Subscription Term. ActivePrime will send Customer, at least 60 days before the end of each Subscription Term, a renewal notice to the billing contact on the Order Form stating the renewal date, the deadline for non-renewal, and the fees for the renewal term. If the Order Form specifies a different non-renewal deadline, ActivePrime will send the renewal notice at least 30 days before that deadline. Where applicable law requires notice of an automatic renewal to be given within a particular period or by a particular method, ActivePrime will also give that notice within that period and by that method. If ActivePrime does not send the renewal notice at least 30 days before the non-renewal deadline, the fees for the renewal term will not exceed the fees for the expiring term; this sentence does not limit any requirement of applicable law.

Renewal pricing. Fees for a renewal term will not exceed the fees for the expiring term increased by the greater of 5% and the percentage increase in the U.S. Consumer Price Index for All Urban Consumers (CPI-U, all items, U.S. city average) over the 12 months ending with the most recent month for which the index has been published when the renewal notice is sent, rounded to the nearest 0.1%, unless the Order Form fixes the renewal fees or Customer’s usage or scope has increased. Any increase above that amount requires Customer’s written agreement; if a renewal notice states a higher increase and Customer does not agree to it, the renewal fees are the maximum permitted by this paragraph. For the purpose of this paragraph, the fees for the expiring term do not include excess use fees or reconnection fees under Section 10. 

Suspension. In addition to Sections 10 and 18, ActivePrime may suspend Customer’s or an Authorized User’s access to the Services, in whole or in part, if ActivePrime reasonably determines that (a) the use poses a security risk to the Services or any third party, (b) the use violates Section 5 or Section 9 in a way that could expose ActivePrime to liability, or (c) suspension is required by law. ActivePrime will give notice before suspending where practicable, will limit the suspension to what is reasonably necessary, and will restore access promptly once the cause is resolved.

Termination for cause. Either party may terminate an Order Form on written notice if the other party (a) materially breaches these Terms or the Order Form and does not cure the breach within 30 days after receiving written notice describing it, or (b) becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy, receivership or similar proceedings that are not dismissed within 60 days.

Effect of termination. On expiry or termination of an Order Form, Customer’s license to the Software under that Order Form ends and ActivePrime may deactivate the Software in Customer’s Salesforce environment. Deactivation removes Customer’s access to the ActivePrime components of the Software and to records held in ActivePrime’s custom objects, such as de-duplication grids, audit logs and Data Quality Reports. Customer’s native Salesforce records, including its accounts, contacts and leads, are not deleted or altered by deactivation and remain under Customer’s control. Customer should export any records held in ActivePrime custom objects that it wishes to retain before deactivation. Section 12 governs export and deletion of Customer Data. If Customer terminates for ActivePrime’s uncured breach, ActivePrime will refund prepaid fees prorated for the remainder of the terminated Subscription Term. If ActivePrime terminates for Customer’s uncured breach, all fees for the remainder of the Subscription Term become due. Termination does not relieve Customer of the obligation to pay fees accrued before termination.

Survival. Sections 1, 3, 9 (Restrictions and Reservation of rights), 12, 13, 14 and 15 (for so long as ActivePrime holds Customer Data), 18 (for amounts accrued), 19 (Effect of termination and Survival), 20 (Disclaimers), 21, 22 and Part D survive expiry or termination.

20. Warranties and Disclaimers

Mutual warranties. Each party warrants that it has the authority to enter into these Terms and that it will comply with laws applicable to it in performing them.

Software warranty. ActivePrime warrants to Customer that, during the Subscription Term, the Software will perform materially in accordance with the Documentation. This warranty does not apply to Beta Features or to non-conformities caused by the Salesforce Platform, Customer’s configuration or data, third-party products, or use contrary to the Documentation. Customer’s exclusive remedy, and ActivePrime’s sole obligation, for breach of this warranty is that ActivePrime will use commercially reasonable efforts to correct the non-conformity and, if it cannot do so within 30 days after Customer’s written notice, Customer may terminate the affected Order Form and receive a prorated refund of prepaid fees for the remainder of the Subscription Term.

Data-quality outputs. Customer acknowledges that the Software applies matching, standardization and enrichment rules whose results depend on the rules and thresholds Customer configures, on the quality and completeness of Customer Data, and on third-party reference data that ActivePrime licenses from its suppliers. ActivePrime does not warrant that the Software will identify every duplicate or error, that every proposed match, merge or standardization will be correct, or that address or other reference data will be accurate, current or complete. Customer is responsible for reviewing outputs and for the merge, update and deletion decisions made using the Software.

DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 20, IN SECTION 14, IN AN ORDER FORM OR IN A SERVICE-LEVEL SCHEDULE INCORPORATED BY AN ORDER FORM, THE SITE, MATERIALS, SOFTWARE AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”, AND ACTIVEPRIME AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ACTIVEPRIME DOES NOT WARRANT THAT THE SITE OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE, SERVICES OR RESULTS OBTAINED FROM THEM WILL MEET YOUR REQUIREMENTS. CONTENT DOWNLOADED FROM THE SITE IS OBTAINED AT YOUR OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO YOU.

21. Indemnification

By ActivePrime. ActivePrime will defend Customer and its Affiliates, and their officers, directors and employees, against any claim by a third party alleging that the Software, as provided by ActivePrime and used in accordance with these Terms and the Documentation, infringes a patent issued in, or a copyright or trademark subsisting in, or misappropriates a trade secret protected under the laws of, the United States, a member state of the European Economic Area, the United Kingdom or Canada, and will pay the damages, costs and reasonable attorneys’ fees finally awarded against those indemnified persons by a court or arbitral tribunal of competent jurisdiction or agreed by ActivePrime in settlement. If the Software is, or ActivePrime believes it is likely to be, the subject of such a claim, ActivePrime may at its option and expense (a) procure the right for Customer to continue using it, (b) modify or replace it so that it is non-infringing without material loss of functionality, or (c) if neither is commercially reasonable, terminate the affected Order Form and refund prepaid fees prorated for the remainder of the Subscription Term. ActivePrime has no obligation for claims arising from (i) Customer Data, (ii) modifications not made by ActivePrime, (iii) combination of the Software with products, data or processes not supplied by ActivePrime or specified in the Documentation, where the claim would not have arisen but for the combination, (iv) use after ActivePrime has notified Customer to stop because of an actual or threatened claim, or (v) Beta Features. This Section states ActivePrime’s entire liability, and Customer’s exclusive remedy, for third-party intellectual-property claims.

By Customer. Customer will defend ActivePrime and its Affiliates, and their officers, directors and employees, against any claim by a third party arising from (a) Customer Data, including any allegation that Customer Data, or ActivePrime’s processing of it in accordance with these Terms and Customer’s instructions, infringes or misappropriates a third party’s rights or violates applicable law (including privacy law); (b) Customer’s or its Authorized Users’ use of the Services in breach of these Terms or applicable law; or (c) Restricted Data submitted in breach of Section 11, and will pay the damages, costs and reasonable attorneys’ fees finally awarded against those indemnified persons by a court or arbitral tribunal of competent jurisdiction or agreed by Customer in settlement.

Procedure. The indemnified party must (a) give the indemnifying party prompt written notice of the claim (delay relieves the indemnifying party only to the extent it is prejudiced), (b) give the indemnifying party sole control of the defense and settlement, except that the indemnifying party may not, without the indemnified party’s written consent (not to be unreasonably withheld), settle a claim in a way that admits fault on the indemnified party’s behalf, imposes non-monetary obligations on it, or fails to release it fully; and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense at its own cost with its own counsel.

22. Limitation of Liability

EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY (NOR ACTIVEPRIME’S LICENSORS OR SUPPLIERS) WILL BE LIABLE UNDER OR IN CONNECTION WITH THESE TERMS FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA OR USE, OR COST OF SUBSTITUTE SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION DOES NOT APPLY TO CUSTOMER’S REASONABLE AND DOCUMENTED COSTS OF RESTORING CUSTOMER DATA FROM BACKUP, AND OF ANY LEGALLY REQUIRED NOTIFICATION, WHICH ARE RECOVERABLE SUBJECT TO AND WITHIN THE APPLICABLE CAP IN THIS SECTION.

GENERAL CAP. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY’S TOTAL AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS AND ALL ORDER FORMS, UNDER ANY THEORY OF LIABILITY, WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER TO ACTIVEPRIME UNDER THE ORDER FORM OR ORDER FORMS TO WHICH THE CLAIM RELATES IN THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM. FOR USE OF THE SITE OR BETA FEATURES, OR IF NO FEES HAVE BEEN PAID, ACTIVEPRIME’S TOTAL LIABILITY WILL NOT EXCEED US$100.

ENHANCED CAP FOR DATA CLAIMS. NOTWITHSTANDING THE GENERAL CAP, EACH PARTY’S TOTAL AGGREGATE LIABILITY FOR (A) BREACH OF SECTION 12 (CUSTOMER DATA), SECTION 13 (CONFIDENTIALITY) OR SECTION 14 (SECURITY), INCLUDING LIABILITY ARISING FROM A SECURITY INCIDENT, OR (B) BREACH OF THE DPA, WILL NOT EXCEED THREE (3) TIMES THE FEES PAID AND PAYABLE BY CUSTOMER TO ACTIVEPRIME UNDER THE ORDER FORM OR ORDER FORMS TO WHICH THE CLAIM RELATES IN THE 12 MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR US$500,000, IF GREATER. THE ENHANCED CAP IS THE TOTAL CEILING FOR THOSE CLAIMS AND INCLUDES ANY AMOUNTS PAID UNDER THE GENERAL CAP; IT DOES NOT INCREASE THE US$100 CEILING FOR USE OF THE SITE OR BETA FEATURES. THIS SECTION 22 APPLIES TO CLAIMS UNDER THE DPA NOTWITHSTANDING SECTION 3.

EXCEPTIONS. THE EXCLUSIONS AND CAPS IN THIS SECTION DO NOT APPLY TO (A) CUSTOMER’S OBLIGATION TO PAY FEES, (B) CUSTOMER’S USE OF THE SOFTWARE IN BREACH OF SECTION 9 (RESTRICTIONS), (C) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 21, OR (D) LIABILITY THAT CANNOT BE LIMITED BY LAW, INCLUDING LIABILITY FOR FRAUD, WILLFUL MISCONDUCT, OR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE. ACTIVEPRIME’S INDEMNIFICATION OBLIGATION UNDER SECTION 21 IS SUBJECT TO THE ENHANCED CAP RATHER THAN THE GENERAL CAP.

BASIS OF THE BARGAIN. THE PARTIES AGREE THAT THE LIMITATIONS IN THIS SECTION REFLECT AN AGREED ALLOCATION OF RISK ON WHICH THE FEES ARE BASED, THAT THEY APPLY IN THE AGGREGATE ACROSS ALL CLAIMS AND ORDER FORMS AND NOT PER INCIDENT, AND THAT THEY WILL APPLY EVEN IF ANY LIMITED REMEDY IN THESE TERMS FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, IN WHICH CASE THESE LIMITATIONS APPLY TO THE FULLEST EXTENT PERMITTED.

PART D: GENERAL TERMS

23. Privacy; Minors

Privacy. ActivePrime’s Privacy Policy at activeprime.com/privacy-policy describes how ActivePrime collects and uses personal information from visitors to the Site and from its business contacts, including account and billing contacts of Customers. Personal information in Customer Data is governed by Section 12 and the DPA, not by the Privacy Policy.

Minors. The Site and Services are intended for business users. You must be at least 18 years old to use them. ActivePrime does not knowingly collect personal information directly from anyone under 18 for its own purposes; if we learn that we have, we will delete it in accordance with applicable law. This paragraph does not apply to information contained in Customer Data, which is governed by Section 12 and the DPA. Parents or guardians may contact privacy@activeprime.com.

24. Export Controls and Sanctions

Compliance. You will comply with all applicable export control and economic sanctions laws, including the U.S. Export Administration Regulations, the International Traffic in Arms Regulations and the regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control (OFAC), and with the export and sanctions laws of other jurisdictions that apply to you. You will not access, use, export, re-export or transfer the Site, Software or Services, or any technical data, in violation of those laws.

Prohibited uses and persons. You will not use or make the Services available (a) in or for the benefit of any country, region or territory that is subject to comprehensive U.S. sanctions or embargo, as those designations change from time to time; (b) to or for the benefit of any person or entity on the OFAC Specially Designated Nationals and Blocked Persons List, the U.S. Commerce Department’s Denied Persons List, Entity List or Unverified List, or any other applicable restricted-party list, or any entity owned or controlled by such persons to the extent applicable law restricts dealings with that entity; (c) for the design, development, production or use of nuclear, chemical or biological weapons, missiles or unmanned aerial vehicles; or (d) for military end uses or military end users where a license would be required.

Representations. You represent that you are not located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned jurisdiction and are not a restricted party, and you will notify ActivePrime immediately if that changes. You are responsible for obtaining any export license needed for your use of the Services outside the United States.