Breadwinner Master Subscription Agreement
Welcome to Breadwinner! We provide software that integrates Salesforce into Your own company’s finance system. This Master Subscription Agreement (the “Agreement”) governs Your use of the software application and online platform owned by Breadwinner Integrations Inc. d/b/a Breadwinner (“Breadwinner,” “Company,” “We,” “Our”, “Us”), which also includes all related widgets, tools, data, software, and other services provided by Breadwinner (the “Services”).
- Your Breadwinner Account
You are solely responsible for maintaining the confidentiality and security of Your login, and You will remain responsible for all activity emanating from Your account, whether or not such activity was authorized by You.
- Use of the Services
Subject to Your strict compliance with the Agreement, Breadwinner grants You a limited, non-exclusive, revocable, non-assignable, and non-transferable right and license to use the Services. The above license is conditional upon Your strict compliance with the Agreement including, without limitation, the following:
- The Services may not be accessed for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
- You may not, and may 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.
- Free Trial
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 upon termination of this Agreement and payable within 30 days. Any collection expenses (including attorneys’ fees) incurred by Breadwinner after the 30-day period will be included in the amount owed and may be charged to the credit card or other billing mechanism associated with Your account.
Customer will pay all fees specified in this Agreement, invoices provided by Company, and optionally, 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) fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
- Invoicing and Payment
Customer will provide Breadwinner 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, You authorize Breadwinner 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, Breadwinner will invoice You in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in an Order Form, invoiced charges are due 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Breadwinner and notifying Us of any changes to such information.
- Overdue Charges
If any undisputed amount owed by You is 30 or more days overdue, We may, without limiting our other rights and remedies, suspend the 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.
- Payment Disputes
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 Your 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.
- Future Functionality
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 Breadwinner regarding future functionality or features.
- Confidential Information
a. Use and Nondisclosure. Each party who receives information (the “Receiving Party”) understands that the party who discloses information (the “Disclosing Party”) has disclosed or may disclose Confidential Information, as defined in Section 13(ii). The Receiving Party will hold Confidential Information in strict confidence and treat that information with the same degree of care as it uses in dealing with its own confidential information, but no less than a reasonable degree of care. The Receiving Party agrees not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Confidential Information. The Receiving Party may share Confidential Information with its employees, directors, agents, or third-party contractors who need to know it and if they have agreed with either party in writing to terms at least as restrictive as those in this Agreement. Other than as allowed in the preceding sentence, the Receiving Party will not disclose or make Confidential Information available to any third party, except as specifically authorized by the Disclosing Party in writing.
b. “Confidential Information” means information and physical material not generally known or available outside the Disclosing Party’s organization and information and physical material entrusted to the Disclosing Party in confidence by third parties. Confidential Information includes, without limitation: technical data, trade secrets, know-how, research, product or service ideas or plans, software codes and designs, algorithms, developments, inventions, patent applications, laboratory notebooks, processes, formulas, techniques, biological materials, mask works, engineering designs and drawings, hardware configuration information, agreements with third parties, lists of, or information relating to, employees and consultants of the Disclosing Party (including, but not limited to, the names, contact information, jobs, compensation, and expertise of such employees and consultants), lists of, or information relating to, suppliers and customers, price lists, pricing methodologies, cost data, market share data, marketing plans, licenses, contract information, business plans, financial forecasts, historical financial data, budgets or other business information disclosed to the Receiving Party either directly or indirectly, whether in writing, electronically, orally, or by observation.
c. Required Disclosure. The Receiving Party may disclose Confidential Information when compelled to do so by law, but only if it: (a) promptly provides prior notice to the Disclosing Party and an opportunity for the Disclosing Party to seek a protective order; and (b) discloses only the minimum amount of Confidential Information that is necessary to comply with the required disclosure.
d. Return. Upon the Disclosing Party’s written request, the Receiving Party will promptly return all Confidential Information and copies or certify in writing that it has destroyed all such materials.
e. Section 1833 Notice. Consistent with 18 U.S.C.§ 1833(b), the parties have the right to: (a) confidentially disclose trade secrets to federal, state and local government officials, or to any attorney, for the sole purpose of reporting or investigating a suspected violation of the law; and (b) disclose trade secrets in a document filed in a lawsuit or other proceeding, but only if the filing is made under seal and protected from public disclosure. Nothing in this Agreement is intended to conflict with 18 U.S.C. § 1833(b) or to create liability for disclosures of trade secrets that are expressly allowed by 18 U.S.C.§ 1833(b).
- Intellectual Property Rights
The Services and their 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 as applicable. Breadwinner represents that We have all necessary rights, consents, approvals, and licenses to provide You with the Services and Our provision of the Services shall not infringe the intellectual property rights of any person.
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.
Customer retains all intellectual property rights in its own content and the content of its licensors. No license or other intellectual property right is granted under this Agreement from Customer to Breadwinner.
“Intellectual property rights” means all intellectual property rights of any nature whatsoever throughout the world and for the full duration of all intellectual property protection afforded to the same including all patents, registered trademarks, service marks, copyright, designs, and any and all applications for registration of any of the same wheresoever made, all unregistered trademarks, service marks, designs, design right and copyright, databases, know how, and trade secrets.
- 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 not managed by Breadwinner (hereinafter “External Services”). External Services shall not include any third-party websites, databases, networks, servers, information, software, programs, systems, directories, applications, products or services that we integrate into or use as part of the Services or who we otherwise engage in order to provide or pursuant to the 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.
- Representations and Warranties
a. General. Each party represents and warrants to the other that it has full right and power to enter into and perform under this Agreement, without any third-party consents or conflicts with any other agreement.
b. By Customer. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Breadwinner’s standard published policies then in effect (the “Policy”) and all applicable laws and regulations. Although Breadwinner has no obligation to monitor Customer’s use of the Services, Breadwinner may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.
c. By Breadwinner. Breadwinner represents and warrants:
i. Performance Warranty. The Service will be of professional quality and performed consistently with generally accepted industry standards. Breadwinner will provide the Service in accordance with its generally published specifications, and any applicable Order Form. However, Breadwinner does not warrant that the services will be uninterrupted or error free; nor does it make any warranty as to the results that may be obtained from use of the services. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED “AS IS” AND Breadwinner DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
ii. Compliance with Laws. The Service and Breadwinner’s performance hereunder will comply at all times with all applicable laws, regulations, including Data Protection Laws, in its performance under the Agreement and provision of the Services. Breadwinner will comply with all applicable employment and occupational health and safety laws and regulations including those related to employment practices, performance management discipline, wages, unfair dismissal, and worker classification.
iii. No Virus. Use of the Service and any Deliverables will not introduce into any Customer systems any viruses, worms, time bombs, Trojan horses or other harmful, malicious, or destructive code.
iv. No Additional Terms. Use of the Service and any deliverables, including any installed software provided as part of the Service to Customer, shall not subject Customer to any third-party terms or conditions.
v. No Infringement. To the best of Breadwinner’s knowledge, the Service, and Customer’s use thereof, does not and will not infringe, violate, or misappropriate the intellectual property rights of any third party.
vi. Tax Compliance. Breadwinner will comply with all tax laws, including tax withholding requirements, social security taxes, federal, state and local income taxes, unemployment, workers’ compensation, and disability insurance, health care and other charges, and tax filings and payments on compensation received hereunder. Breadwinner will assume full and sole responsibility for Breadwinner’s compensation and expenses.
d. Remedy of Defects. If Customer reports a breach of the Performance Warranty, Breadwinner will, at no charge, correct or repair the Service so that it conforms to the Performance Warranty. If Breadwinner does not cause the Service to operate as warranted within ten business days after Customer’s notice, then Customer may terminate this Agreement and Breadwinner will refund to Customer any prepaid fees for the terminated period and for the period in which the Service did not meet the warranty.
e. Warranty Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT AND ANY ORDER FORM, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
- Limitation of Liability
- Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES HOWEVER ARISING WHETHER OR NOT THAT PARTY WAS AWARE OF THE POSSIBILITY OF THOSE DAMAGES AND DESPITE THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT.
- Limitation on Amount of Liability. NEITHER PARTY’S LIABILITY ARISING OUT OF THIS AGREEMENT WILL EXCEED THE AMOUNT ACTUALLY PAID OR PAYABLE TO BREADWINNER UNDER THIS AGREEMENT.
Company hereby agrees to indemnify, defend and hold harmless You, Your successors, assigns, affiliates, agents, directors, officers, employees, and shareholders from and against any and all Losses resulting from any allegations that the Services infringe any intellectual property right of any third party.
Notwithstanding the other provisions of this Section 18 and other than in the event of gross negligence, willful misconduct or fraud, other than with respect to breaches of representations and warranties contained in Section 16, in all such cases, for which there shall be no limit, the Company’s aggregate liability pursuant to this Section 18 for breaches of representations and warranties contained in this Agreement shall be limited to an amount equal to the total amount of the Purchase Price.
19 Term and Termination
This Agreement commences on the date of last signature and continues until all subscriptions hereunder have expired or have been terminated.
The term of each subscription may be as specified in an applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically renew for additional periods equal to one (1) year, unless the agreement is a multi year term. On the start date of a new subscription term there will be an Annual Price adjustment. The Annual Price Adjustment will be calculated as an increase to Your annual subscription price. This will be based upon changes to the United States Federal Reserve Consumer Price Index (CPI-U) for the most recent 12 month period available prior to the adjustment date. The adjustment shall be calculated as follows:
Adjusted Price = Price * (1 + CPI-U in Adjustment Month + Adjustment Maximum)
- “Price” refers to the original subscription price in Your order form, or the most recently adjusted price.
- “CPI in Adjustment Month” refers to the most recent CPI-U value published by the United States Federal Reserve prior to the annual adjustment date
- “Adjustment Maximum” refers to the additional percentage figure that Breadwinner may, at its sole discretion, apply to the Adjusted Price. The Adjustment Maximum shall not exceed 3%.
Example: If the most recent CPI-U is 2.5%, then the Adjusted Price will be Price x (1 + 0.025 + 0.03), or Price x 1.055; a 5.5% increase.
Using this formula, Breadwinner will calculate the Adjusted Price upon renewal of the subscription. Should the term of the subscription be for longer than 1 year, the adjustment will still occur on renewal and the adjusted price increase will be multiplied by the number of years of the term.
Example: If the prior term was a 2 year term and the most recent CPI-U is 2.5%, then the Adjusted Price will be the Price x 1 + ((0.025 + 0.03) x 2), or Price x 1.11; an 11% increase.
Either party may terminate this Agreement (i) for any reason upon 60 days written notice to the other party, (ii) 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 (iii) immediately 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 this Agreement, You may export Your data out of Salesforce using applicable 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 by certified mail, (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.
- Disputes and Governing Law
- Informal Resolution. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party. If a dispute is not resolved within thirty (30) days of notice, Breadwinner or Customer may bring a formal proceeding.
- Filing a Claim. Either party may bring a lawsuit in the federal or state courts of San Francisco County, California solely for injunctive relief to stop unauthorized or inappropriate use of Confidential Information or infringement of Intellectual property rights without first engaging in the informal dispute notice process described above. For other claims, either party may bring a lawsuit in the federal or state courts of San Francisco County, California after following the information dispute notice process described above. Both Breadwinner and Customer consent to venue and personal jurisdiction there.
- Complete Agreement
This Agreement constitutes the entire agreement between You and Breadwinner with respect to the use of the Services. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. No waiver of any of the terms of this Agreement shall be deemed a further or continuing waiver of such term or condition or any other term or condition.
ACCEPTING THIS AGREEMENT, BY (1) SIGNING AN INCLUDED SIGNATURE SECTION, (2) CLICKING A BOX INDICATING ACCEPTANCE, (3) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (4) USING FREE SERVICES FROM BREADWINNER, INDICATES THAT CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY ARE AUTHORIZED TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
IN WITNESS WHEREOF, the Parties have executed the Agreement through their authorized representatives.
For questions or comments about the Terms, please contact us at breadwinner.com/contact-us.
Last Update: September 5, 2023