“SmartDedupe Terms of Service – Mahcom LLC

1. Contracting Parties

These Terms govern the access and use of SmartDedupe software and associated services (“Services”) between Mahcom LLC (“Company”) and the customer (“Customer”) utilizing SmartDedupe.

2. Acceptance of Terms

Use of SmartDedupe constitutes acceptance of these Terms. If Customer does not accept, all access and use must cease. Prior agreements are replaced by these Terms governing SmartDedupe.

3. Description of Services

SmartDedupe is an artificial intelligence-powered software application offered by Company on a subscription basis to identify and automatically merge duplicate Salesforce records of Leads, Contacts and Accounts.

4. Access and Use

Customer may access and use SmartDedupe solely for legally merging duplicate Customer data records of Leads, Contacts and Accounts pursuant to their authorized Salesforce.com subscription terms, and subject to the restrictions below.

5. License Restrictions

The right to access and use SmartDedupe is granted by Company as a limited, non-transferable, non-sublicensable, revocable subscription license. Customer shall not distribute, sell, resell, share or otherwise transfer access to any party outside their legal entity. Manipulation of SmartDedupe technology is strictly prohibited.

6. Customer Authorization

Customer authorizes Company to upload limited subset of Customer Lead, Contact and Account data to SmartDedupe platform strictly for automated analysis of duplicate records. Company is expressly prohibited from accessing or exporting Customer data for any secondary purpose other than improving SmartDedupe capabilities.

7. Fees, Billing and Cancellation

Customer shall pay subscription fees in advance of each renewal term to maintain licensed access to SmartDedupe. Company may adjust fees by publishing updated rates in-product at least 30 days prior to next renewal term. Either party may elect not to renew for any reason following expiration of then-current paid term.

8. Termination

Upon termination of these Terms or failure to timely renew the Services, SmartDedupe access privileges shall be completely revoked. All associated Customer data, including Leads, Contacts and Accounts records stored within SmartDedupe platform shall be permanently deleted from Company systems without option for recovery. No Lead, Contact or Account data shall be accessible by Customer or made available for export upon termination.

9. Customer Security Responsibilities

Customer shall safeguard SmartDedupe credentials and comply with Salesforce.com security obligations. Customer is solely responsible for adequacy and integrity of their data, backups and recovery processes for inserted, merged, and exported records.

10. Disclaimer of Warranties

SmartDedupe and associated services provided strictly as-is without representations, warranties or conditions of any kind. Company expressly disclaims all statutory, express and implied warranties.

11. Limitation of Liability

Company shall not be liable for any indirect, special, incidental or consequential damages related to the Services. Total liability shall not exceed a prorated portion of the SmartDedupe subscription fees paid by Customer during the then-current 12-month term.

12. Mutual Indemnity

Each party (the “Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other party, including its employees, directors, officers, and affiliates (the “Indemnified Party”), from and against liabilities, losses, damages, judgments, costs and expenses (including attorneys’ fees) arising out of third party claims against the Indemnified Party relating to: (a) the Indemnifying Party’s violation of restrictions or obligations under these Terms governing access and use of SmartDedupe; (b) infringement by the Indemnifying Party of any intellectual property rights through use of SmartDedupe; (c) failure of the Indemnifying Party to secure appropriate rights to Customer data uploaded into SmartDedupe as may be required by applicable laws; or (d) claims attributable to the negligence or intentional misconduct of the Indemnifying Party directly associated with their access and use of SmartDedupe per these Terms.

13. Governing Law

These Terms shall be exclusively governed by the laws of California and controlling United States federal law. Any disputes arising out of SmartDedupe or these Terms shall have exclusive venue in state and federal courts located in San Diego County, California.

14. Entire Agreement

These Terms represent the complete agreement and understanding between the parties and supersede any prior agreements regarding the Services. There are no relied upon verbal agreements, representations or terms outside this document.