MASTER SUBSCRIPTION AGREEMENT
Welcome to Breadwinner! We provide software that reliably integrates Salesforce into your own company’s finance system. You also gain access to Breadwinner’s team of Salesforce experts who will guide you through the syncing process if needed. Breadwinner has built in compatibility with Xero, NetSuite, Quickbooks, and can also create and track invoices with Breadwinner Payments.
Your Breadwinner Account
Your use of the Services
(i) You must not copy, rip or capture, or attempt to copy, rip or capture, any Content from the Services or any part of the Services, other than by means of download or sharing in circumstances where we have elected to permit downloads and sharing of the relevant Content.
(ii) You must not employ scraping or similar techniques to aggregate, repurpose, republish or otherwise make use of any Content.
(iii) You must not alter or remove, attempt to alter or remove any trademark, copyright or other proprietary or legal notices contained in, or appearing on, the Services or any Content appearing on the Services (other than your Content).
(iv) You must not, and must not permit any third party to, copy or adapt the object code of the Website or any of the Services, or reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of any part of the Services, or circumvent or attempt to circumvent or copy any copy protection mechanism or access any rights management information pertaining to Content other than your Content.
(v) You must respect the wishes of other users. If you are blocked by another user, you agree to not attempt to contact them on Breadwinner either from the account you were blocked from or any other account.
(vi) You must not use the Services to upload, post, store, transmit, display, copy, distribute, promote, make available or otherwise communicate to the public:
- any Content that is offensive, abusive, libelous, defamatory, obscene, racist, ethnically or culturally offensive, indecent, that promotes violence, terrorism, or illegal acts, incites hatred on grounds of race, gender, religion or sexual orientation, or is otherwise objectionable in the Company’s reasonable discretion;
- any information, Content, or other material that violates, plagiarizes, misappropriates, or infringes the rights of third parties including, without limitation, copyright, trademark rights, rights of privacy or publicity, confidential information or any other right; or
- any Content that violates, breaches, or is contrary to any law, rule, regulation, court order, or is otherwise is illegal or unlawful in the Company’s reasonable opinion;
- any material of any kind that contains any virus, Trojan horse, spyware, adware, malware, bot, time bomb, worm, or other harmful or malicious component, which actually or potentially could overburden, impair or disrupt the Services or servers or networks forming part of, or connected to, the Services, or which actually or potentially could restrict or inhibit any other user’s use and enjoyment of the Services; or
- any unsolicited or unauthorized advertising, promotional messages, spam or any other form of solicitation.
(vii) You must not commit or engage in, or encourage, induce, solicit or promote, any conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any law or regulation.
(viii) You must not deliberately impersonate any person or entity or otherwise misrepresents your affiliation with a person or entity, for example, by registering an account in the name of another person or company or sending messages or making comments using the name of another person.
If You register for a free trial, we will make our software available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any software subscriptions ordered by you for such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any such additional terms and conditions are incorporated into this Agreement by reference and are legally binding.
Fees and Service
Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of this Agreement and any collection expenses (including attorneys’ fees) incurred by us will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with your account.
You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and Content purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
Invoicing and Payment
You will provide us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to us. If you provide credit card information to us, you authorize us to charge such credit card for all Purchased Services listed in the Order Form for the initial subscription term and any renewal subscription term(s). Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, we will invoice you in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information to us and notifying us of any changes to such information.
If any invoiced amount is not received by us by the due date, then without limiting our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) we may condition future subscription renewals and Order Forms on shorter payment terms
Suspension of Service and Acceleration. If any amount owing by you under this or any other agreement for our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts You have authorized us to charge to your credit card), we may, without limiting our other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to You until such amounts are paid in full. We will give You at least 7 days prior notice that your account is overdue before suspending services to You.
We will not exercise our rights above if you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with you purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible, we will invoice you and you will pay that amount unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, we are solely responsible for taxes assessable against us based on our income, property and employees.
You agree that your purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by us regarding future functionality or features.
Intellectual Property Rights
The Services and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Breadwinner, its licensors, or other providers of such material and are protected by the United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
All related names, logos, product and service names, designs, and slogans are trademarks of the Breadwinner or its affiliates or licensors. You must not use such marks without the prior written permission of Breadwinner. All other names, logos, product and service names, designs, and slogans on this website are the trademarks of their respective owners.
Copyright Infringement and the Digital Millennium Copyright Act (DMCA) Safe Harbor
We take the intellectual property rights of others seriously and require that users of Breadwinner do the same. The Digital Millennium Copyright Act (DMCA) established a process for addressing claims of copyright infringement that we have implemented for our services. If you own a copyright or have authority to act on behalf of a copyright owner and want to report a claim that a third party is infringing that material on or through Breadwinner, please send a notice to our copyright agent that includes all of the items below and we will expeditiously take appropriate action:
- A description of the copyrighted work that you claim is being infringed;
- A description of the material you claim is infringing and that you want removed or access to which you want disabled and the URL or other location of that material;
- Your address, telephone number, and email address;
- The following statement: “I have a good faith belief that the use of the copyrighted material I am complaining of is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use)”;
- The following statement: “The information in this notice is accurate and, under penalty of perjury, I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right that is allegedly infringed”; and
- An electronic or physical signature of the owner of the copyright or a person authorized to act on the owner’s behalf.
Our designated copyright agent to receive such claims can be reached at https://breadwinner.com/contact-us/. We may, in appropriate circumstances, disable or terminate the accounts of users who may be repeat infringers. This process does not limit our ability to pursue any other remedies we may have to address suspected infringement.
Data Protection, Privacy, and Cookies
Third-Party Websites and Services
The Services may provide you with access to and/or integration with third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services (hereinafter “External Services”).
The Company does not have or maintain any control over External Services and is not and cannot be responsible for their content, operation or use. By linking or otherwise providing access to any External Services, the Company does not give any representation, warranty, or endorsement, express or implied, with respect to the legality, accuracy, quality or authenticity of content, information or services provided by such External Services.
You are solely responsible for taking the precautions necessary to protect yourself from fraud when using External Services and to protect your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content and material that may be included on or may emanate from any External Services.
The Company disclaims any and all responsibility or liability for any harm resulting from your use of External Services, and you hereby irrevocably waive any claim against the Company with respect to the content or operation of any External Services.
THE SERVICES, INCLUDING, WITHOUT LIMITATION, THE WEBSITE, ONLINE PLATFORM AND ALL CONTENT AND SERVICES ACCESSED THROUGH OR VIA THE WEBSITE, ONLINE PLATFORM OR OTHERWISE, ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.”
YOU AGREE AND ACKNOWLEDGE THAT YOU ASSUME FULL, EXCLUSIVE, AND SOLE RESPONSIBILITY FOR THE USE OF AND RELIANCE ON THE SERVICES, AND YOU FURTHER AGREE AND ACKNOWLEDGE THAT YOUR USE OF OR RELIANCE ON THE SERVICES IS MADE ENTIRELY AT YOUR OWN RISK. YOU FURTHER ACKNOWLEDGE THAT IT IS YOUR RESPONSIBILITY TO COMPLY WITH ALL APPLICABLE LAWS WHILE USING THE SERVICE.
WHILE THE COMPANY USES REASONABLE ENDEAVOURS TO CORRECT ANY ERRORS OR OMISSIONS IN THE SERVICES AS SOON AS PRACTICABLE ONCE THEY HAVE BEEN BROUGHT TO THE COMPANY’S ATTENTION, THE COMPANY MAKES NO PROMISES, GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND WHATSOEVER (EXPRESS OR IMPLIED) REGARDING THE SERVICES, OR ANY PART OR PARTS THEREOF, ANY CONTENT, OR ANY LINKED SERVICES OR OTHER EXTERNAL SERVICES. THE COMPANY DOES NOT WARRANT THAT YOUR USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR ANY PART OR PARTS THEREOF, THE CONTENT, OR THE SERVERS ON WHICH THE SERVICES OPERATES ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE COMPANY DOES NOT WARRANT THAT ANY TRANSMISSION OF CONTENT UPLOADED TO THE SERVICES WILL BE SECURE OR THAT ANY ELEMENTS OF THE SERVICES DESIGNED TO PREVENT UNAUTHORISED ACCESS, SHARING OR DOWNLOAD OF CONTENT WILL BE EFFECTIVE IN ANY AND ALL CASES, AND DOES NOT WARRANT THAT YOUR USE OF THE SERVICES IS LAWFUL IN ANY PARTICULAR JURISDICTION.
THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SPECIFICALLY DISCLAIM ALL OF THE FOREGOING WARRANTIES AND ANY OTHER WARRANTIES NOT EXPRESSLY SET OUT HEREIN TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING WITHOUT LIMITATION ANY EXPRESS OR IMPLIED WARRANTIES REGARDING NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
WHERE THE LAW OF ANY JURISDICTION LIMITS OR PROHIBITS THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES AS SET OUT ABOVE, THE ABOVE DISCLAIMERS SHALL NOT APPLY TO THE EXTENT THAT THE LAW OF SUCH JURISDICTION APPLIES TO THIS AGREEMENT.
Limitation of Liability
THE COMPANY’S AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOST PROFITS, LOST DATA, LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY COST TO PROCURE SUBSTITUTE GOODS OR SERVICES, OR ANY INTANGIBLE LOSS, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE WEBSITE, OR ANY OTHER SERVICES PROVIDED TO YOU BY THE COMPANY.
This limitation shall apply regardless of whether the damages arise out of breach of contract, tort, any form of error, or breakdown in the function of the service, or any other legal theory or form of action.
ALTHOUGH NOT AN EXHAUSTIVE LIST AND WITHOUT LIMITING THE FOREGOING, THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, SUCCESSORS, AND ASSIGNS, AND THEIR RESPECTIVE EMPLOYEES, AGENTS, DIRECTORS, OFFICERS AND SHAREHOLDERS, SHALL HAVE NO LIABILITY FOR:
- ANY LOSS OR DAMAGE ARISING FROM:
(A) YOUR RELIANCE ON THE CONTENT OF THE SERVICES, INCLUDING WITHOUT LIMITATION, CONTENT ORIGINATING FROM THIRD PARTIES, OR FROM ANY COMMUNICATION WITH THE SERVICES;
(B) YOUR INABILITY TO ACCESS OR USE THE SERVICES OR ANY PART OR PARTS THEREOF, INCLUDING DELETION OR CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE, OR YOUR ABILITY TO ACCESS ANY CONTENT OR ANY EXTERNAL SERVICES VIA THE SERVICES;
(C) ANY CHANGES THAT THE COMPANY MAY MAKE TO THE SERVICES OR ANY PART THEREOF, OR ANY TEMPORARY OR PERMANENT SUSPENSION OR CESSATION OF ACCESS TO THE SERVICES OR ANY CONTENT IN OR FROM ANY OR ALL TERRITORIES;
(D) ANY ACTION TAKEN AGAINST YOU BY THIRD PARTY RIGHTS HOLDERS WITH RESPECT TO ANY ALLEGED INFRINGEMENT OF SUCH THIRD PARTY’S RIGHTS RELATING TO YOUR CONTENT OR YOUR USE OF THE SERVICES, OR ANY ACTION TAKEN AS PART OF AN INVESTIGATION BY THE COMPANY OR ANY RELEVANT LAW ENFORCEMENT AUTHORITY REGARDING YOUR USE OF THE SERVICES;
(E) ANY ERRORS OR OMISSIONS IN THE SERVICES ’ TECHNICAL OPERATION, OR FROM ANY INACCURACY OR DEFECT IN ANY CONTENT OR ANY INFORMATION RELATING TO CONTENT;
(F) YOUR FAILURE TO PROVIDE THE COMPANY WITH ACCURATE OR COMPLETE INFORMATION, OR YOUR FAILURE TO KEEP YOUR ACCOUNT LOGIN INFORMATION SUITABLY CONFIDENTIAL;
(G) ANY LOSS OR DAMAGE TO ANY COMPUTER HARDWARE OR SOFTWARE, ANY LOSS OF DATA, OR ANY LOSS OR DAMAGE FROM ANY SECURITY BREACH;
(H) ANY LOSS OF PROFITS, INCLUDING THOSE CAUSED BY YOUR RELIANCE ON THE SERVICES, OR ANY LOSS YOU SUFFER WHETHER OR NOT IT IS FORESEEABLE.
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES MUST BE NOTIFIED TO THE COMPANY AS SOON AS POSSIBLE.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. IN SUCH CASES, YOU ACKNOWLEDGE AND AGREE THAT SUCH LIMITATIONS AND EXCLUSIONS REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND THE COMPANY AND ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND THE COMPANY AND THAT THE COMPANY’S LIABILITY WILL BE LIMITED ENTIRELY, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
You hereby agree to indemnify, defend and hold harmless the Company, its successors, assigns, affiliates, agents, directors, officers, employees, and shareholders from and against any and all claims, obligations, damages, losses, expenses, and costs, including reasonable attorneys’ fees, resulting from:
(ii) any activity related to your account, be it by you or by any other person accessing your account with or without your consent.
Term and Termination
This Agreement commences on the date you first accept it and continues until all subscriptions hereunder have expired or have been terminated.
The term of each subscription shall be as specified in the applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. The per-unit pricing during any automatic renewal term will be the same as that during the immediately prior term unless we have given you written notice of a pricing increase at least 60 days before the end of that prior term, in which case the pricing increase will be effective upon renewal and thereafter.
A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
At any time before the termination of the agreement, you may export your data out of Salesforce. we do not directly provide the means of this data; you must use Salesforce export tools. If there is information that cannot be exported out of Salesforce, we are unable to provide it to you.
Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of an indemnifiable claim). Billing-related notices to you shall be addressed to the relevant billing contact designated by you. All other notices to you shall be addressed to the relevant Services system administrator designated by you.
For questions or comments about the Terms, please contact us at https://breadwinner.com/contact-us/.
Last Update: April 30, 2021