Legal Information

Terms & Conditions

Our service agreement and policies

These Terms and Conditions ("Agreement") are entered into between Appnigma AI, Inc., a Delaware corporation ("Appnigma" or "Company"), and the customer identified in the applicable Order Form ("Customer"). By accessing or using the Services, Customer agrees to be bound by these terms.

1. SAAS SERVICES AND SUPPORT

1.1 Provision of Services. Subject to the terms of this Agreement, Company will use commercially reasonable efforts to provide Customer access to its cloud-based platform that generates Salesforce managed package code for B2B SaaS companies (the "Services") as specified in the applicable Order Form. The Services enable Customer to create managed packages without requiring dedicated Salesforce engineers. As part of the registration process, Customer will identify an administrative user name and password for Customer's Appnigma account. Company reserves the right to refuse registration of, or cancel passwords it deems inappropriate.

1.2 Service Output. The Services generate managed package code through Company's proprietary AI system. Customer acknowledges and agrees that: (a) Customer receives only the compiled/packaged output (managed package) and does NOT receive access to the underlying source code; (b) no code downloads, exports, or transfers are permitted; and (c) all code generated by the Services remains proprietary to Company.

1.3 Technical Support. Subject to the terms hereof, Company will provide Customer with reasonable technical support services in accordance with the Support Terms set forth in Exhibit B.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1 Use Restrictions. Customer will not, directly or indirectly: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services, generated code, or any software, documentation or data related to the Services ("Software"); (b) modify, translate, or create derivative works based on the Services, generated code, or any Software (except to the extent expressly permitted by Company or authorized within the Services); (c) use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (d) remove any proprietary notices or labels; (e) attempt to download, export, or transfer any source code generated by the Services; or (f) share, distribute, or provide access to generated code to any third party.

2.2 Compliance. Customer represents, covenants, and warrants that Customer will use the Services only in compliance with Company's standard published policies then in effect and all applicable laws and regulations. Although Company has no obligation to monitor Customer's use of the Services, Company may do so and may prohibit any use of the Services it believes may be (or alleged to be) in violation of the foregoing.

2.3 Customer Responsibilities. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, "Equipment"). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer's knowledge or consent.

2.4 Security Review Compliance. Customer acknowledges Company's role in the Salesforce security review process and agrees to: (a) provide accurate and complete information as required for security reviews; (b) cooperate with Company in responding to Salesforce's security review requirements; and (c) remain responsible for ongoing Salesforce AppExchange compliance requirements applicable to Customer's managed package.

3. CONFIDENTIALITY; PROPRIETARY RIGHTS

3.1 Confidential Information. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose business, technical or financial information relating to the Disclosing Party's business (hereinafter referred to as "Proprietary Information" of the Disclosing Party). Proprietary Information of Company includes non-public information regarding features, functionality and performance of the Services, and all code generated by the Services. Proprietary Information of Customer includes non-public data provided by Customer to Company to enable the provision of the Services ("Customer Data"). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.

3.2 Ownership of Code and Intellectual Property. Customer shall own all right, title and interest in and to the Customer Data. COMPANY SHALL OWN AND RETAIN ALL RIGHT, TITLE AND INTEREST IN AND TO: (a) the Services and Software, all improvements, enhancements or modifications thereto; (b) ALL CODE GENERATED BY THE SERVICES, including but not limited to managed package code, Apex code, Lightning components, and any other output; (c) any software, applications, inventions or other technology developed in connection with implementation services or support; and (d) all intellectual property rights related to any of the foregoing. Customer receives only a limited, non-exclusive, non-transferable license to use the compiled managed package output for Customer's internal business purposes, subject to continued payment of all Fees.

3.3 No Source Code Rights. FOR THE AVOIDANCE OF DOUBT, CUSTOMER SHALL NOT RECEIVE ACCESS TO, OWNERSHIP OF, OR ANY RIGHTS IN THE SOURCE CODE GENERATED BY THE SERVICES UNDER ANY CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO: (a) termination of this Agreement for any reason; (b) non-payment of Fees; (c) Company's breach of this Agreement; (d) Company's bankruptcy, dissolution, or cessation of business; or (e) any other event. Customer expressly waives any claim to source code access or transfer.

3.4 Usage Data. Notwithstanding anything to the contrary, Company shall have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, information concerning Customer Data and data derived therefrom), and Company will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Company offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business. No rights or licenses are granted except as expressly set forth herein.

4. PAYMENT OF FEES

4.1 Fees. Customer will pay Company the fees described in the Order Form for the Services and implementation services in accordance with the terms therein (the "Fees"). Fees are based on a consumption-based pricing structure and may include: (a) a base subscription fee; (b) a setup/implementation fee; and (c) per-install charges calculated based on the number of Salesforce organization installations of managed packages developed using the Services.

4.2 Per-Install Fees. Customer shall be charged per-install fees for each Salesforce organization that installs Customer's managed package developed using the Services. Company will track installations and invoice Customer accordingly. If Customer's use of the Services exceeds the Service Capacity set forth on the Order Form or otherwise requires the payment of additional consumption-based fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein.

4.3 Fee Changes. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then-current renewal term, upon thirty (30) days prior notice to Customer (which may be sent by email).

4.4 Billing Disputes. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to hi@appnigma.ai.

4.5 Payment Terms. Company may choose to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Company thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Service.

4.6 Taxes. Customer shall be responsible for all taxes associated with Services other than U.S. taxes based on Company's net income.

4.7 Refund Policy and Restrictions. CUSTOMER ACKNOWLEDGES AND AGREES TO THE FOLLOWING REFUND RESTRICTIONS:

(a) No Refund After Package Publication: Once Customer's managed package has been published and a Salesforce installation link (URL) has been generated for the package, Customer is NOT eligible for any refund of Fees paid, regardless of the reason for termination or cancellation;

(b) No Refund After Package Generation: If Customer has used the Services to generate a managed package, regardless of whether it has been published, Customer is NOT eligible for any refund of Fees paid;

(c) No Partial Refunds: No refunds will be provided for partial periods, unused installs, or unused portions of any subscription term;

(d) Publication Defined: For purposes of this Agreement, a managed package is considered "published" when: (i) the package has been submitted to Salesforce for security review; (ii) the package has been listed on Salesforce AppExchange; (iii) a Salesforce installation URL has been created for the package; or (iv) the package has been installed in any Salesforce organization other than Customer's development or sandbox environment.

5. TERM AND TERMINATION

5.1 Initial Term and Renewal. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the Order Form (minimum of one year), and shall be automatically renewed for additional periods of one (1) year (collectively, the "Term"), unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

5.2 Termination for Cause by Either Party. Either party may terminate this Agreement upon thirty (30) days' notice if the other party materially breaches any of the terms or conditions of this Agreement and fails to cure such breach within the notice period.

5.3 Termination for Non-Payment. COMPANY MAY TERMINATE THIS AGREEMENT IMMEDIATELY WITHOUT NOTICE IN THE CASE OF NON-PAYMENT. Customer acknowledges that payment is required for continued service and package functionality.

5.4 Consequences of Non-Payment or Termination. CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT UPON NON-PAYMENT OR TERMINATION:

(a) Package Removal: Company has the right to immediately deactivate and/or remove Customer's managed package from all Salesforce organizations where it is installed;

(b) Service Termination: Customer's access to the platform and all generated packages will be immediately revoked;

(c) No Code Transfer: Customer will NOT receive source code under ANY circumstances;

(d) Namespace Loss: The Salesforce namespace associated with Customer's managed package will be lost and/or released, and may not be recoverable;

(e) End-Customer Impact: Existing end-customer installations of Customer's managed package will stop functioning, which may result in service disruption to Customer's end-customers.

5.5 Customer Termination Rights. Customer may terminate this Agreement with proper written notice and payment of all outstanding charges. No refunds will be provided for partial periods, unused installs, or if Customer has generated or published a managed package as set forth in Section 4.7.

5.6 Effect of Termination. Customer will pay in full for the Services up to and including the last day on which the Services are provided. Upon any termination, Company will make Customer Data (excluding generated code) available to Customer for electronic retrieval for a period of thirty (30) days, but thereafter Company may delete stored Customer Data. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, limitations of liability, and intellectual property provisions.

6. SERVICE CONTINUITY AND UPTIME

6.1 Service Continuity. Managed package functionality is contingent upon Customer maintaining an active, paid subscription. Company reserves the right to disable packages for accounts with outstanding payments or accounts in arrears.

6.2 No SLA Guarantees for Delinquent Accounts. Service level agreement guarantees set forth in Exhibit B do not apply to accounts with outstanding payments. Company shall have no obligation to maintain service availability or performance for delinquent accounts.

6.3 Business Continuity Advisory. CUSTOMER IS ADVISED TO PLAN FOR BUSINESS CONTINUITY INDEPENDENT OF APPNIGMA SERVICES. Customer should maintain their own backups, disaster recovery plans, and contingency plans for their end-customers in the event of service termination or interruption.

7. WARRANTY AND DISCLAIMER

7.1 Service Warranty. Company shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform any implementation services in a professional and workmanlike manner.

7.2 Service Availability. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Company or by third-party providers, or because of other causes beyond Company's reasonable control, but Company shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND IMPLEMENTATION SERVICES ARE PROVIDED "AS IS" AND COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY 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. CUSTOMER ASSUMES ALL RISK FOR USING GENERATED PACKAGES IN PRODUCTION ENVIRONMENTS.

7.4 Salesforce Platform Changes. Company is not responsible for changes to the Salesforce platform that may affect managed package functionality. While Company endeavors to maintain compatibility with Salesforce's three (3) annual platform upgrades, Company makes no guarantees regarding continued functionality following Salesforce platform changes.

8. INDEMNITY

8.1 Company Indemnity. Company shall hold Customer harmless from liability to third parties resulting from infringement by the Services of any United States patent or any copyright or misappropriation of any trade secret, provided Company is promptly notified of any and all threats, claims and proceedings related thereto and given reasonable assistance and the opportunity to assume sole control over defense and settlement; Company will not be responsible for any settlement it does not approve in writing.

8.2 Exclusions. The foregoing obligations do not apply with respect to portions or components of the Services (i) not supplied by Company, (ii) made in whole or in part in accordance with Customer specifications, (iii) that are modified after delivery by Company, (iv) combined with other products, processes or materials where the alleged infringement relates to such combination, (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) where Customer's use of the Services is not strictly in accordance with this Agreement.

8.3 Remedies. If, due to a claim of infringement, the Services are held by a court of competent jurisdiction to be or are believed by Company to be infringing, Company may, at its option and expense (a) replace or modify the Services to be non-infringing provided that such modification or replacement contains substantially similar features and functionality, (b) obtain for Customer a license to continue using the Services, or (c) if neither of the foregoing is commercially practicable, terminate this Agreement and Customer's rights hereunder and provide Customer a refund of any prepaid, unused fees for the Services, subject to the refund restrictions set forth in Section 4.7.

9. LIMITATION OF LIABILITY

NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, COMPANY AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND COMPANY'S REASONABLE CONTROL; (D) FOR ANY BUSINESS DISRUPTION, LOST REVENUE, OR CUSTOMER CHURN RESULTING FROM SERVICE TERMINATION, PACKAGE DEACTIVATION, OR NON-PAYMENT; (E) FOR ANY IMPACT TO CUSTOMER'S END-CUSTOMERS IF MANAGED PACKAGE STOPS FUNCTIONING DUE TO NON-PAYMENT OR TERMINATION; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICES UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. CRITICAL CUSTOMER WARNINGS

CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THE FOLLOWING CRITICAL WARNINGS:

(a) Non-payment will cause immediate disruption to Customer's end-customers who rely on the managed package;

(b) A lost Salesforce namespace cannot be recovered once released;

(c) There are no "grace period" exceptions for mission-critical applications;

(d) Customer should plan for business continuity independent of Appnigma services;

(e) Source code will NEVER be transferred to Customer under any circumstances;

(f) Once a managed package has been published or a Salesforce installation link has been generated, Customer is NOT eligible for any refund.

11. MODIFICATIONS AND UPDATES

11.1 Right to Modify. Company reserves the right to modify pricing, terms, service features, or any aspect of the Services at any time.

11.2 Notification of Material Changes. Company will provide Customer with at least thirty (30) days' notice of any material changes to this Agreement or the Services.

11.3 Customer Options. Upon receipt of notice of material changes, Customer may either accept the changes by continuing to use the Services or terminate this Agreement in accordance with the termination provisions herein.

12. MISCELLANEOUS

12.1 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

12.2 Assignment. This Agreement is not assignable, transferable or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under this Agreement without consent.

12.3 Entire Agreement. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

12.4 No Agency. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

12.5 Attorneys' Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.

12.6 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. Notices to Company should be sent to hi@appnigma.ai.

12.7 Governing Law. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions.

12.8 Marketing Rights. Customer agrees to reasonably cooperate with Company to serve as a reference account upon request, including potential participation in case studies, testimonials, and other marketing materials, subject to Customer's prior approval of any such materials.

EXHIBIT A

IMPLEMENTATION SERVICES

Implementation services may include, but are not limited to:

Initial Setup and Configuration

Platform account provisioning

Initial configuration of Customer's Appnigma environment

Integration with Customer's Salesforce organization

Training and Onboarding

Platform training sessions (conducted via webinar or video conference)

Documentation and user guides

Best practices consultation

Technical Support During Implementation

Assistance with initial managed package development

Technical consultation on integration architecture

Support during initial deployment

The scope of implementation services and associated setup fees will be specified in the applicable Order Form.

EXHIBIT B

SERVICE LEVEL AND SUPPORT TERMS

1. Service Availability

The Services shall be available 99.0% of the time, measured monthly, excluding holidays, weekends and scheduled maintenance. If Customer requests maintenance during these hours, any uptime or downtime calculation will exclude periods affected by such maintenance. Further, any downtime resulting from outages of third party connections or utilities or other reasons beyond Company's control will also be excluded from any such calculation. SERVICE AVAILABILITY GUARANTEES DO NOT APPLY TO ACCOUNTS WITH OUTSTANDING PAYMENTS.

2. Service Credits

Customer's sole and exclusive remedy, and Company's entire liability, in connection with Service availability shall be that for each period of downtime lasting longer than one (1) hour, Company will credit Customer 5% of Service fees for each period of 30 or more consecutive minutes of downtime; provided that no more than one such credit will accrue per day.

3. Downtime Notification

Downtime shall begin to accrue as soon as Customer (with notice to Company) recognizes that downtime is taking place, and continues until the availability of the Services is restored. In order to receive downtime credit, Customer must notify Company in writing within 24 hours from the time of downtime, and failure to provide such notice will forfeit the right to receive downtime credit.

4. Credit Limitations

Such credits may not be redeemed for cash and shall not be cumulative beyond a total of credits for one (1) week of Service Fees in any one (1) calendar month in any event. Company will only apply a credit to the month in which the incident occurred. Company's blocking of data communications or other Service in accordance with its policies shall not be deemed to be a failure of Company to provide adequate service levels under this Agreement.

5. Technical Support

Company will provide technical support to Customer via Slack and electronic mail on weekdays during the hours of 9:00 AM through 5:00 PM Pacific Time, with the exclusion of Federal Holidays ("Support Hours").

6. Support Requests

Customer may initiate a support request during Support Hours via:

Email: hi@appnigma.ai

Slack: Customer's dedicated support channel (if applicable)

7. Response Time

Company will use commercially reasonable efforts to respond to all support requests within forty-eight (48) business hours.

8. Support Scope and Limitations

Technical support includes: (a) assistance with platform functionality and features; (b) troubleshooting managed package issues; (c) guidance on Salesforce security review requirements; and (d) general consultation on integration architecture. Technical support does NOT include: (a) custom development work beyond the scope of the Services; (b) support for third-party applications or systems; (c) support for issues caused by Customer's modification of the managed package; or (d) support for accounts with outstanding payments.