Elvance Master Services Agreement (MSA)

Last Updated: 5th March 2023

This Elvance Master Service Agreement (hereinafter referred to as the “Service Terms”, “Terms”, “Agreement” or “MSA”) apply to the use of products and services provided by Elvance, registered company number 14050526 of Bury Lodge, Bury Road, Stowmarket, England, IP14 1JA (“Elvance”) by any individual or organisation agreeing to these terms (“Customer”).

By doing any of the following:

  • Installing the application from the Salesforce AppExchange 
  • Signing an order form referencing these terms
  • Paying an invoice with these terms

You agree to the following terms and conditions governing your use of the services (defined below) and you acknowledge that you have read and understand this agreement. If you are entering into this agreement on behalf of a company or other legal entity, you represent that you have the power and authority to bind such entity to this agreement, in which case the term “Customer” shall refer to such entity or individual. If Customer does not have such authority, or if Customer does not agree with these terms and conditions, Customer must: select the “I Decline” button; not install the service; and not use the service. This agreement is effective when Customer instals or begins using the service, whichever is earlier, and then will become coterminous with the subscription period thereafter (“Effective Date”).

The Service

1. Licences  

1.1.  Subject to the terms of this Agreement, Elvance grants to Customer a non-sublicensable, non-transferable (except as provided in this Agreement), non-exclusive subscription licence for Customer’s use of the Service by the quantity of subscription Users as specified in an associated Order Form or invoice, in accordance with the Documentation and solely for Customer’s internal business purposes. User subscription licences are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service. 

1.2. Should Customer require additional licences, Customer should contact Elvance with the desired quantity and licence types. Elvance will provide an Order Form with the licences co-termed with the existing agreement. Licence counts cannot be decreased during an agreement term. 

1.3. Customer shall not (i) licence, sublicense, sell, resell, lease or otherwise use the Service for a third party’s benefit unless authorised by Elvance; (ii) use the Services for any purpose where either the use or the failure of the Services might lead to personal injury, death or physical damage; (iii) disassemble, decompile or reverse engineer the Services or attempt or assist anyone else to do so, unless such restriction is prohibited by law; (iv) modify, translate, or create derivative works based on the Services; (v) remove any title, trademark, copyright and/or restricted rights notices or labels from the Services; (vi) use any robot, spider, search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Services and/or Services; (vii) harvest, collect or mine information about users of the Services and Services; and Customer shall not access the Services in order to (a) build a competitive product or service, or (b) copy any ideas, features, functions or graphics of the Services.

1.4. Elvance will provide Support with the associated Service Levels outlined in Exhibit A.  Elvance will make improvements to the Service and make Version Releases and Updates to the Service as deemed appropriate by Elvance.

1.5 Unless Customer has ordered appropriate Professional Services, Customer will be responsible for deploying any subsequent Update or Version Release along with any integration or regression testing that may be necessary.

1.6 Throughout the Term, Customer agrees to ensure it has a minimum of one System Administrator who is suitably experienced. Customer agrees to inform Elvance of any changes or additions to System Administrator’s contact details without undue delay. 

1.7 If reasonably necessary for Elvance to provide Support Services or Professional Services efficiently, Customer shall grant to Elvance any necessary administrator rights in relation to an Org without undue delay. Elvance will not amend any data held in the Org without the Customer’s prior consent. Customer acknowledges and accepts that not granting administrator rights may result in delays and additional costs for Customer and that, although Elvance will use reasonable endeavours to provide the services, Elvance is unable to commit to a successful outcome. Customer agrees that Elvance will not be liable for any issues encountered by providing access to an Org or through troubleshooting.  

2. Compliance With Laws

2.1.  Customer is responsible for all activity occurring under Customer’s User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data.

2.2.  Elvance shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with providing the Service and Professional Services, including those related to data privacy, international communications, and the transmission of technical or personal data (e.g. GDPR, CCPA, Australian Privacy Act, etc.).

3. Security & Data Protection

3.1 Elvance is a Salesforce native application. By listing on the Salesforce AppExchange, Elvances complies with the Salesforce Security Review process and all reasonable best practices. Elvance Architecture Overview documentation is available at https://elvance.io/resources/architecture-security

3.2 The Elvance application is native to the Salesforce platform. All Customer Data processed and stored by these services is hosted by Salesforce.com – therefore the residency of this data is dependent upon Customers own agreement with Salesforce and Customers Salesforce Instance.

3.3 Elvance uses certain sub processors to assist it in providing its services. A list of sub-processes is available at https://elvance.io/resources/sub-processes. Elvance reserves the right to update this list at any time without communication. 

3.4 Both parties warrant that they will comply with their respective obligations under all applicable laws and regulations relating to the processing of personal data and privacy in any relevant jurisdiction, including, if relevant, the UK Data Protection Legislation, the GDPR, the Law Enforcement Directive (Directive (EU) 2016/680) (as transposed into domestic legislation of each member state) as may be applicable with regard to the processing of Personal Data by a competent authority for the purposes of prevention, investigation, detection or prosecution of criminal offences or execution of criminal penalties (“LED”), the Regulation of Investigatory Powers Act 2000, the Telecommunications (Lawful Business Practice) (Interception of Communications) Regulations 2000 (SI 2000/2699) and any amendment, consolidation or re-enactment thereof, any legislation of equivalent purpose or effect enacted in the United Kingdom, and any orders, guidelines and instructions issued under any of the above by relevant national authorities, a judicial authority in England and Wales or a European Union judicial authority (the “Privacy and Data Protection Requirements”).

4. Intellectual Property Ownership

4.1. Elvance owns all rights, title and interest, including all related Intellectual Property Rights, in and to the Elvance Application, the Content, and the Service, and any suggestions, ideas, enhancement requests, feedback, or recommendations provided by Customer relating to the Service. The Elvance name, the Elvance logo, and the product names and logos associated with the Service are trademarks of Elvance.

4.2. Customer retains all right, title, and interest in and to the Customer Data. Customer grants to Elvance the necessary licences and rights to Customer Data solely as necessary for Elvance to provide the Service and Support Services to Customer. Elvance will not use or access any Customer Data or except as necessary to provide the Service or Support Services. Elvance may evaluate Customer’s use of the Services which may include reviewing Customer Data and User Details for industry benchmarking, analytics, marketing, and other business purposes (“Service Attributes”). Elvance may use and disclose the aggregated and anonymised Customer Data or User Details, provided that they do not include any data that would reveal the identification of Customer, Customer Data, or any other Customer Confidential Information.

5. Fees and Billing

5.1. Fees for the Service are described in an associated Order Form or invoice. Except as otherwise provided for the Subscription Term: (i) the Fees set forth in each Order Form hereunder shall be fixed during the Subscription Term, including the per user rate for purchases of additional Users; and (ii) the Fees set forth in each Order Form hereunder will be invoiced upon execution of such Order Form. 

5.2 Upon renewal, Elvance will not increase renewal fees more than 10% from the previous year’s fees except in the event that the volume of subscription licences or level of support (if applicable) decreases at renewal and a discount was provided, then Elvance may recapture such discount in addition to the 10% maximum cap. 

5.3 All fees due are payable in the currency stated on the associated Order Form. Elvance’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for payment of all such taxes, levies, or duties. Payments will be due within the time frame specified in the applicable Order Form’s Payment Terms.

5.4. Elvance issues invoices for the Service on or about the subscription start date for the Initial Term. Fees for the Service shall be paid annually in advance unless otherwise stated on the associated Order Form or invoice. For multi-year Service subscriptions, Elvance will invoice to receive payment each year in advance, on the anniversary of the subscription start date each year. Customer is responsible for providing complete and accurate billing and contact information and notifying Elvance of any changes to such information.

5.5  Unless otherwise stated on an Order Form or statement of work, fees for the Services and Professional Services are due within 30 days from the invoice date. All Service and Support Services (when applicable) payment obligations are non-cancelable, and all amounts paid are nonrefundable, except as expressly set forth in this Agreement. If Customer adds additional Users to the Service, allows use of the Service by more than the paid-for number of Users, or exceeds usage of any licence level Elvance will invoice Customer for the additional applicable fees at the same rate for the current term.

5.6 Customer shall promptly supply to Elvance any purchase order number or other internal documentation and provide Elvance with access to any process required by its accounts payable department for paying all sums anticipated to become due to Elvance for the entirety of the Term. Nothing in this clause 5.6 shall affect the Licensee’s obligation to pay the fees by the due date.

6. Term

This Agreement commences on the Effective Date and will continue for an initial term of 1 year or the length specified in the initial Order Form (“Initial Term”). Upon the expiration of the Initial Term, this Agreement and the associated Order Forms will automatically extend for successive terms of 1 year, provided that either party may terminate this Agreement or reduce the number of Users effective upon the expiration of the Initial Term or then-current term, by notifying the other party in writing at least 30 days prior to the expiration of the Initial Term or then-current term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination, or the number of days stated on a trial Order Form shall constitute notice of termination. Any trial or free period shall end on the Effective Date.

7. Professional Services

From time to time, Customer may purchase professional services from Elvance relating to installation, training, implementation, or configuration of the Service (“Professional Services”). Professional Services performed by Elvance, and the applicable fees for such Professional Services, shall be governed by a statement of work or an Order Form which identifies Professional Services, under the terms of this Agreement.

Customer and Elvance shall cooperate to schedule the Professional Services following completion of an Order Form. If travel is required for Customer’s Professional Services, Customer agrees to pay reasonable and pre-approved travel expenses associated with all Professional Services. Such travel expenses will be reimbursed to Elvance by Customer as agreed in writing prior to the costs being incurred.

8. Suspension and Termination

8.1.  If Customer is in breach of this Agreement due to non-payment, Elvance may suspend Customer’s access to, and use of the Service until Customer has cured the breach. Elvance will provide at least 15 days’ notice prior to any such suspension due to non-payment. Additionally, either party may terminate this Agreement upon written notice if the other party materially breaches the Agreement and does not cure such breach within 30 days after written notice of such breach. Upon the expiration or termination of this Agreement for any reason: (a) any amounts owed to Elvance by Customer under this Agreement before such termination will become immediately due and payable in accordance with Section 5 except where this Agreement is terminated by Customer in accordance with this paragraph due to Elvance’s uncured breach then Elvance will refund Customer prepaid fees prorated from the effective date of termination, (b) Elvance will terminate Customer’s access to or use of the Service. The rights and duties of the parties under Sections 4, 5, 7, 12, 13, and 17 will survive the termination or expiration of this Agreement. In no event will termination relieve Customer of Customer’s obligation to pay any fees payable to Elvance for the period prior to the effective date of termination. 

8.2. Elvance may immediately suspend access and/or terminate the agreement without notice in the event Elvance determines, in Elvance’s sole discretion, that Customer commences development of developing, or releases a Competing Product. As used herein, “Competing Product” shall mean any software product that is substantially the same as, incorporates, is based upon, is functionally similar to, or competes in any material respect with any Elvance Services.

9. Representations and Warranties

9.1.  Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

9.2.  Data Warranty. Customer represents and warrants that Customer owns or has obtained all rights, consents, permissions, or licences necessary to allow the Service’s access to, or possession, manipulation, processing, or use of the Customer Data.

9.3 Service Warranties. Elvance represents and warrants that (i) Elvance will perform its obligations hereunder in a professional manner in accordance with industry standards, (ii) the Services will materially conform to any related documentation made available by Elvance, and (iii) the Services, and the use thereof as contemplated by this Agreement, do not infringe, misappropriate, or violate any third-party rights or applicable laws.

9.4 Elvance does not warrant that the Elvance Application will meet the Customer’s requirements, be suitable for the Customer’s purposes, be accurate, operate without interruption or be error-free at all times, or be compatible with any third party software or hardware except the Salesforce.com Service. Customer accepts that the Elvance Application was not designed or produced to its individual requirements and that the Customer was responsible for their selection.

10. Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ELVANCE MAKES NO WARRANTY OF ANY KIND RELATED TO THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS, AS-AVAILABLE” BASIS. ALL OTHER IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

11. Mutual Indemnification

11.1 Customer and its Authorised Users hereby agrees to indemnify, defend and hold harmless Elvance, its licensees and licensors, and their respective employees, contractors, agents, officers and directors (together, the “Elvance Affiliates”), from and against any and all liabilities, losses, damages, costs and expenses (including legal expenses and amounts reasonably paid in settlement of legal claims) (together, the “Losses”) suffered or incurred by Elvance and arising directly or indirectly as a result of: 

  • (i) any misuse of Personal Data 
  • (ii) any infringement or alleged infringement of any person’s Intellectual Property Rights by the Client Data; and 
  • (iii) Elvance following a design, specification instruction, enhancement or modification given or requested by Customer. 

11.2 Elvance shall indemnify, defend and hold harmless the Customer from all losses sustained by the Customer as a result of any claim being brought by a third party that the use, possession or receipt of the Elvance Application in accordance with the terms of this Agreement infringes that third party’s IPR (an “IPR Claim”).

11.3 If any person makes an IPR Claim, or in either party’s reasonable opinion, is likely to do so, Elvance shall at its option, with minimal disruption to the Customer, promptly and at its own expense either:

  • (i) procure for the Customer the right to continue using, possessing or receiving the Infringing Item;
  • (ii) provide a non-infringing functionally equivalent replacement; or
  • (ii) modify or replace the Infringing Item with a substitute item or service that complies with Elvance’s obligations under the Agreement.

If Elvance, in its sole and reasonable judgement, determines that none of the above options are commercially reasonable, then Elvance may suspend or terminate Customer’s use of the Elvance Application and provide Customer with a pro rata refund of prepaid fees.

11.4 If any third party makes an IPR Claim, or notifies an intention to make a IPR Claim against the Customer, the Customer shall:

  • (i) as soon as reasonably practicable, give written notice of the IPR Claim to Elvance, specifying the nature of the IPR Claim in reasonable detail;
  • (ii) not make any admission of liability, offer of settlement or compromise in relation to the IPR Claim without the prior written consent of Elvance;
  • (iii) give Elvance and its professional advisors copies of any relevant assets, accounts, documents and records within the power or control of the Customer, so as to enable Elvance and its professional advisers to examine them for the purpose of assessing and defending the IPR Claim; and
  • (iv) take such action as Elvance may reasonably request to compromise or defend the IPR Claim (at Elvance’s expense).

11.5 The party seeking indemnification will provide prompt notice concerning the existence of an indemnifiable claim and cooperate fully with the indemnifying party in defending the claim. Failure to give prompt notice shall not constitute a waiver of a party’s right to indemnification and shall affect the indemnifying party’s obligations hereunder only to the extent that the indemnifying party’s rights are materially prejudiced by such failure or delay. The indemnifying party will have full control and authority over the defence of any claim; provided, however, that: (i) the indemnified party may join in the defence at its own expense using counsel of its choice; and (ii) any settlement requiring the party seeking indemnification to admit liability or make any financial payment will require such party’s prior written consent, not to be unreasonably withheld or delayed.

12. Limitations of Liability

12.1 EXCEPT FOR A PARTY’S (A) INDEMNIFICATION OBLIGATIONS IN SECTION 11; OR (B) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT RESULTING IN DEATH OR PERSONAL INJURY, NEITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER SPECIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF REVENUE, PROFITS, DATA, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE OR THIS AGREEMENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3.TRIAL PERIOD LIMITATION OF LIABILITY. THIS SECTION 12.3 SUPERSEDES ANY OTHER INDEMNIFICATION, LIMITATION OF LIABILITY, SECTION 12.1, AND 12.2 FOR CUSTOMER IF THESE TERMS ARE AGREED UPON FOR A FREE TRIAL. THIS SECTION DOES NOT APPLY TO PAID SUBSCRIPTIONS AND SHALL NOT APPLY ONCE A FREE TRIAL BECOMES A PAID SUBSCRIPTION. IN NO EVENT SHALL ELVANCE BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS, DATA, OR DATA USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, EVEN IF ELVANCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL ELVANCE’S TOTAL LIABILITY TO CUSTOMER UNDER THIS AGREEMENT FOR ALL DAMAGES EXCEED THE AMOUNT OF £100.

12.4. THE LIMITATIONS IN THIS SECTION 12 WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. HOWEVER, THE LIMITATIONS IN THIS SECTION 12 WILL NOT LIMIT CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5.

12.5 Customer acknowledges that whilst the Software may be used in combination with third party software or services, Elvance bears no liability, howsoever arising, for any loss, damage or cost that arises from a failure of the Software to integrate with Customer or third party software or services. Notwithstanding any other provision herein, Elvance shall not be liable to Licensee in the event that the Software ceases to function either partly or in its entirety due to an amendment or modification to the Salesforce.com Service or the integration and subsequent modification of any third party software or service, or for any reason outside of Elvance’s control.

13. Confidentiality

13.1 Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, Customer Data, User Details, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”).

13.2 The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty under this Section 13.2. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorised use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. 

13.3  The Receiving Party’s obligations under Section 13.2 with respect to any Confidential Information of the Disclosing Party will not apply if such information: (a) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. Disclosure pursuant to Section 13.3(iii) shall not render Confidential Information as non-confidential or remove such Confidential Information from the obligations of the confidentiality obligations set forth in this Section 13.

13.4.  Return of Confidential Information. The Receiving Party will return to the Disclosing Party or use reasonable efforts to destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party upon the expiration or termination of the Agreement. The Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 13.4. When applicable, return of Customer Data is governed exclusively by the applicable Exhibit B for each Service. Notwithstanding the foregoing, the Receiving Party may retain a limited number of electronic backup copies of Confidential Information as are automatically created and retained by the Receiving Party’s standard backup processes and systems. The Receiving Party shall comply with its obligations under this Agreement with regard to such copies and shall destroy them in accordance with Receiving Party’s normal destruction processes.

13.5 Notwithstanding the terms of this clause 13, if a Salesforce AppExchange Order has been placed and the Customer has not selected the option for no publicity then Elvance may issue a press release relating to the parties’ entry into this Agreement and thereafter identify the Customer as a client of Elvance on its website and in its marketing materials.

14. Assignment and Change in Control

This Agreement may not be assigned by either party without the prior written approval of the other party, (such approval not to be unreasonably withheld) except in connection with (i) a merger, consolidation, or similar transaction involving (directly or indirectly) a party, (ii) a sale or other disposition of all or substantially all of the assets of a party, or (iii) any other form of combination or reorganisation involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be null and void and have no effect.

15. Subscription Through Third party

Elvance authorises certain third parties to resell Elvance Application (“Resellers”). Customer’s use of the Service purchased through a Reseller is governed solely and exclusively by this Agreement except for subscription term, payment, fees, and delivery terms that are contracted directly between Customer and Reseller. By purchasing through a Reseller, Customer expressly agree to abide by this Agreement, as may be updated from time to time, except where Reseller is authorised by Elvance to contract for use of the Service.

16. Force Majeure

16.1 If either party is affected by Force Majeure, it shall immediately notify the other party of the matters constituting the Force Majeure and shall keep that party fully informed of the continuance of the Force Majeure and of any relevant change of circumstances whilst such Force Majeure continues. 

16.2 The party affected by Force Majeure shall take all reasonable steps available to it to minimise the effects of Force Majeure on the performance of its obligations under this Agreement. 

16.3 Neither party shall be in breach of this Agreement, or otherwise liable to the other party, by reason of any delay in performance, or non-performance of any of its obligations due to Force Majeure. 

16.4 If the Force Majeure continues for longer than 30 days, either party may terminate this Agreement on written notice to the other.

17. General

17.1 For all Customers, the Agreement shall be governed by the laws of England and Wales without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of England and Wales. 

17.2 If any provision of this Agreement is declared void, illegal, or unenforceable, the remainder of this Agreement will be valid and enforceable to the extent permitted by applicable law. In such event, the parties agree to use their best efforts to replace the invalid or unenforceable provision by a provision that, to the extent permitted by the applicable law, achieves the purposes intended under the invalid or unenforceable provision.

17.3 Nothing in this Agreement shall give, directly or indirectly, any third party any enforceable benefit or any right of action against Elvance and such third parties shall not be entitled to enforce any term of this Agreement against Elvance.

18. Definitions

As used in this Agreement the following terms have these meanings:

“Affiliate” means any entity (now existing or hereafter formed or acquired), which, directly or through one or more intermediaries, controls, is controlled by, or is under common control with, another entity. Ownership of fifty percent (50%) or more of the voting stock, membership interests, partnership interests, or other equity of an entity shall be deemed to be in control over such entity.

“Elvance Application” means the hardware, software, network equipment, and other technology used by Elvance to deliver the Service, and any other of Elvance’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to Customer by Elvance in providing the Service.

“Content” means the visual information, documents, software, products and services contained or made available to Customer in the course of using the Services, other than the Service itself, Customer Data and User Details

“Customer Data” means any information (including without limitation personally identifiable information) provided, made available, or submitted by Customer to the Service or retrieved by the Service from another source as directed by Customer other than User Details.

“Documentation” means Elvance’s published documentation, knowledge base articles and other content, and technotes that are generally made available by Elvance to Customers.

“Force Majeure” means events or circumstances beyond a party’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving Elvance’s employees), network failures or delays, service or computer failures involving services, hardware, or software not within Elvance’s possession or reasonable control, and acts of vandalism (including network intrusions and denial of service attacks).

“GDPR” means either, given the context: (i) the General Data Protection Regulation (EU) 2016/679 as in force from time to time as transposed into domestic legislation of each member state of the EU and as amended, replaced or superseded from time to time; or (ii) the General Data Protection Regulation (EU) 2016/679 as retained in UK law pursuant to the European Union (Withdrawal) Act 2018 and the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019 (2019 No. 419) as in force from time to time and as amended, replaced or superseded from time to time.

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“Order Form” means a Elvance order form signed by authorised representatives of each party describing the Services purchased, associated fees, and other terms agreed to by the parties.

“Org” means an instance of the Platform for which the Licensee, its contractor or other representative is designated as “owner”.

“Salesforce.com Service” means the service provided by salesforce.com to which Customer must be a subscriber in order to obtain the Service.

“Salesforce Appexchange” means the online marketplace for apps located at https://appexchange.salesforce.com/

“Service” means the functionality of the Elvance Application designed to provide customisable opportunity scoring for technical (pre-sale) teams. 

“Systems Administrator” means an individual notified by Customer to Elvance in writing from time to time as being responsible for the deployment, administration and maintenance of the Software for the Customer.

“Update” means all bug fixes, patches, and maintenance releases.

“User(s)” means Customer’s named employees, representatives, consultants, contractors, partners, or agents who are authorised to use the Service by Customer through the Salesforce LMA (License Management Application) or the user management facility of the Services.

“User Details” means basic information collected by Elvance about Customer’s Users authorised by Customer to use the Service, which is used for subscription management, activity logging, communications to Users by Elvance, and technical support purposes.

“Version Release” means a subsequent release of the Service. Version Releases may include, but not be limited to, correction of a malfunction in the Service that degrades the use of the Service, major changes to existing functionality, features, or options. Version Releases shall not include any release, option or future services which Elvance makes available as a separately named, priced, or licensed software module or features relating to or unrelated to a Service.

Exhibit A

Elvance Service Level Agreement

This Service Level Agreement (“SLA”) details Elvance’s commitments in relation to: Service availability and performance, Support Services, and problem resolution.

As Elvance is a Force.com native application, access is dependent on the availability of the user’s Salesforce CRM instance. Elvance is not responsible, liable or in breach of any SLAs should a user be unable to access Salesforce due to but not fully inclusive of issues relating to; identity and access management; hardware; servers and data centre; operating system and services; data storage; networking. As part of disaster recovery planning, Salesforce ensures that the systems where Customer data is stored have a disaster recovery facility that is geographically remote from its primary data centre, along with required hardware, software, and Internet connectivity, in the event production facilities at the primary data centre were to be rendered unavailable. Details of the Elvance Architecture is available at https://elvance.io/resources/architecture-security

For issues, questions or any Support Services raised to Elvance related to the core application, Elvance will aim to respond to users within 48 hours. For bug fixes or issues, Elvance will work to resolve on a best-efforts basis and will communicate to the client with any key updates. For enhancement requests, Elvance aims to acknowledge within 7 working days but provides no guarantees on providing the requested functionality. 

Support Services” means technical support assistance provided by Elvance personnel to Customer’s designated administrators for problem resolution, bug reporting, and technical assistance. All support is provided in the English language. To receive Support Services, Customer will need to submit a case to Elvance through one of the supported channels. Any further agreed support will be detailed on the Order Form. 

Customer acknowledges that the Service is dependent on Customer’s implementation and configuration of the Service and the availability and performance of technology from third-party software and hardware vendors including but not limited to salesforce.com, Salesforce AppExchange products and custom applications, Microsoft, Google, and the providers of Internet browsers. Elvance has no control over, and is not liable for, performance issues or downtime of the Service to the extent caused by such factors.