NativeDocs Terms of Service

Agreement and parties

These terms ("Terms") are a contract between the business that installs or uses NativeDocs ("Customer" or "you") and Techventive IT Solutions Pvt. Ltd. ("Techventive" or "we"), a company incorporated in India (CIN U72900UR2022PTC014655) with its registered office at 28 Feet Road, Near Electric Office, Vikasnagar, Dehradun, Uttarakhand, India 248198.

They apply to the NativeDocs managed package for Salesforce and its documentation ("NativeDocs"). You accept them when you first install NativeDocs from Salesforce AppExchange, start a trial or buy a subscription. You may accept them electronically. If you accept for a company, you confirm that you have authority to bind it. If you do not agree, do not install or use NativeDocs.

These Terms do not cover the Techventive website, which has its own terms and privacy policy. "Order" means the subscription details shown on the AppExchange listing when you subscribe, or any written order that both parties accept.

Business use only

NativeDocs is offered to businesses and other organisations only. You confirm that you are acquiring it for business purposes and not as a consumer.

Relationship with Salesforce

NativeDocs runs on the Salesforce Platform and is distributed through Salesforce AppExchange. Your use of Salesforce services and of AppExchange is governed by your agreement with Salesforce (for example the Salesforce Main Services Agreement) and by Salesforce's AppExchange terms. Those terms are separate from these Terms. Nothing here changes them, and they continue to govern the Salesforce services. If these Terms and Salesforce's agreement with you conflict about the Salesforce services, Salesforce's agreement prevails. You must hold your own valid Salesforce subscription for the organization in which you use NativeDocs, and you must follow Salesforce's terms for it.

Salesforce is not a party to these Terms. Techventive, not Salesforce, provides NativeDocs and is responsible to you for it under these Terms. Techventive does not control Salesforce services, their availability or their limits.

Licence

Subject to these Terms and payment of any fees due, Techventive grants you a limited, non-exclusive, non-transferable and non-sublicensable right, for the length of your trial or paid subscription, to install and use NativeDocs in the one Salesforce production organization covered by your trial or subscription. You may use it for your own internal business operations. Only your employees and contractors who hold a NativeDocs licence seat in that organization ("Users") may use it, and only on your behalf.

A paid subscription also covers use of NativeDocs in sandbox organizations that belong to the subscribed production organization, up to the number allowed for your pricing tier: Starter 5, Growth 15, Business 30. The Enterprise tier has no fixed sandbox limit, subject to reasonable use. The AppExchange listing or your Order may also state these numbers, and the Order prevails if they differ. Use in any other non-production organization needs Techventive's written permission.

NativeDocs is licensed, not sold. Techventive and its licensors keep all rights in NativeDocs that these Terms do not expressly give you.

Restrictions

You must not, and must not allow anyone else to:

• copy, modify, translate or create derivative works of NativeDocs, or reverse engineer, decompile or try to discover its source code, except to the extent the law gives you that right despite this clause;
• sell, resell, rent, lease, sublicense or make NativeDocs available to anyone other than your Users, including as a service to third parties;
• share licence seats or user credentials, or use NativeDocs in more organizations or for more Users than your trial or subscription covers;
• bypass or interfere with licence checks, usage limits or security controls, or introduce malicious code;
• use NativeDocs to create unlawful, infringing or harmful content, or content you have no right to use;
• remove or hide any proprietary notice in NativeDocs.

Free trial

A free trial lasts 30 days from the day the trial starts, as shown by the licence record for your organization in Salesforce. When the trial ends, your access ends unless you have a paid subscription.

During a trial NativeDocs is provided "as is" without warranty, and Techventive may end the trial at any time on written notice. The limits on liability in these Terms apply to trials.

Paid subscription, fees and taxes

A paid subscription covers one Salesforce production organization. It is priced by the number of licensed Users in that organization, in the tiers shown on the AppExchange listing: Starter (up to 30 users), Growth (up to 150), Business (up to 500) and Enterprise (more than 500). If your licensed Users exceed your tier, you must move to the tier that covers them.

Fees are billed monthly, unless your Order states a quarterly, half-yearly or annual billing period, in the amount and currency shown on the listing or in your Order. A paid subscription runs month to month (or, if your Order states a longer billing period, from one billing period to the next) and renews at the end of each billing period until it is cancelled. Fees are payable within 30 days after the invoice date unless your Order states otherwise. Payment method and invoicing are as stated in your Order or invoice.

Fees do not include taxes. You are responsible for applicable taxes and duties such as GST, VAT and sales tax, other than taxes on Techventive's income. If the law requires you to withhold tax from a payment, you may withhold only the amount required, must pay it to the authority on time, and must give Techventive the official certificate or proof of payment promptly. An amount you withhold without giving that proof is treated as unpaid.

Except as these Terms expressly provide (in the Warranty and disclaimer, Indemnity, and Term and ending the agreement sections), and unless your Order or the law says otherwise, fees already paid are not refunded. Techventive may change its prices for future billing periods by giving you at least 30 days' written notice. If you do not accept the new price, you may cancel before it takes effect. The cancellation takes effect at the end of the current billing period, and the old price continues to apply to you until then.

Your data and your templates

Your records, your templates and the documents NativeDocs creates ("Your Data") stay in your Salesforce organization and remain yours. NativeDocs itself does not send Your Data to Techventive. Limited technical information can reach Techventive through Salesforce platform features, as the Privacy Statement describes. Techventive acquires no rights in Your Data under these Terms.

You are responsible for:

• the content of Your Data and your templates, including having the right to use any text, images, fonts or other content you place in a template;
• deciding who can use NativeDocs and who can create or change templates in your organization, and the Salesforce permissions and field access you set;
• checking every generated document before you rely on it or send it, particularly contracts, invoices and other legal, tax or financial documents. NativeDocs does not give legal or tax advice and does not promise that a document meets any legal format or record-keeping rule;
• backing up and keeping documents as your own legal and business needs require.

Known limits of document output

NativeDocs renders documents with the Salesforce PDF engine. Not every HTML or CSS feature is drawn, text in non-Latin scripts is not drawn, and the NativeDocs labels are in English only. NativeDocs removes HTML that is not on its allow-list. That is a safeguard, not a promise that a template is safe or correct. Test your templates before you use them in production.

Intellectual property and feedback

Techventive and its licensors own NativeDocs, its documentation and all improvements to them, including their intellectual property rights. You own Your Data. These Terms give neither party any right in the other's names, logos or trademarks.

If you give Techventive suggestions or feedback about NativeDocs, Techventive may use them freely without payment or duty to you. This does not give Techventive any right in Your Data.

Confidentiality

Each party must keep the other's non-public information confidential, use it only to carry out or enforce these Terms, and share it only with its staff, advisers and contractors who need it and are bound to keep it confidential. This covers pricing in an Order, non-public security information and non-public technical material. It does not cover information that is or becomes public through no fault of the receiving party, was already known to it, was developed independently, or was received lawfully from someone else.

A party may disclose confidential information where the law or a court requires it, after giving the other party notice where the law allows. This duty lasts for three years after these Terms end, and for as long as a trade secret remains a trade secret.

Data protection

The NativeDocs Privacy Statement explains the personal data Techventive holds, which is licence, subscription, support and limited technical data. For that data, Techventive is the controller (data fiduciary).

For personal data in your Salesforce organization, including data NativeDocs merges into documents, you are the controller (data fiduciary). Techventive does not collect that data through NativeDocs and does not process it for you in the ordinary course, so these Terms do not include a data processing agreement. If you ask Techventive to access that data, for example by granting login access for support, or if you believe Techventive otherwise processes personal data on your behalf, tell us so that we can agree suitable terms.

Do not send passwords, security tokens or personal data of your customers or staff in support requests. Mask personal data in screenshots and error messages. If personal data is unavoidable, send only the minimum needed. You must have the right to share anything you send us.

Support and updates

Support is described on the NativeDocs Support page. Techventive acknowledges support requests within 2 business days (Monday to Friday, India Standard Time). It does not promise a resolution time or an uptime level.

Techventive may update NativeDocs and its documentation and make updates available through AppExchange. We may ask you to install the current version before we can resolve an issue.

Warranty and disclaimer

Each party confirms that it has the authority to enter into these Terms. Techventive warrants that, during a paid subscription, it will provide NativeDocs with reasonable skill and care and that NativeDocs will perform materially as its documentation describes. If it does not, Techventive will use reasonable efforts to correct the problem or give you a workaround within a reasonable time. If it cannot, either party may end the subscription, and Techventive will refund the fees you paid for the period after the end date. These are your exclusive remedies for a breach of this warranty.

The warranty does not cover problems caused by Your Data or templates, by Salesforce services or the Salesforce PDF engine, by the limits described above, by changes not made by Techventive, or by use that breaks these Terms.

Except as these Terms expressly state, and to the extent the law allows, NativeDocs is provided "as is" and "as available". Techventive gives no other warranty, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement. It does not promise that NativeDocs will be error-free or uninterrupted, or that it will meet your legal or regulatory needs.

Indemnity

Techventive will defend you against a third-party claim that NativeDocs, as supplied by Techventive and used under these Terms, infringes that party's copyright or a patent in force in India or in your country, or misappropriates that party's trade secret. Techventive will pay the damages and costs that a court finally awards, or that Techventive agrees in a settlement. Techventive has no duty if the claim arises from Your Data or templates, from changes not made by Techventive, from combining NativeDocs with other products, from use that breaks these Terms, or from use after Techventive has told you to stop. If a claim is made or likely, Techventive may obtain the right for you to keep using NativeDocs, modify it, or end your subscription and refund the fees paid for the period after the end date.

You will defend Techventive against a third-party claim that arises from Your Data or your templates, or from your use of NativeDocs in breach of these Terms or the law. You will pay the damages and costs that a court finally awards, or that you agree in a settlement.

The indemnified party must tell the other promptly in writing (delay reduces the indemnity only to the extent it causes harm), let the other control the defence and settlement, and give reasonable help at the indemnifying party's cost. No settlement may admit fault for, or impose obligations on, the indemnified party without its consent. This section states each party's entire liability for the claims it covers, subject to the Enhanced Cap in the Caps on liability section.

Limits on liability

Nothing in these Terms limits or excludes liability for fraud, wilful misconduct, gross negligence, death or personal injury caused by negligence, or any other liability that cannot be limited or excluded by law. Some laws do not allow certain exclusions. Where that is so, the limits in this section and in the Caps on liability and How the caps work together sections apply only to the extent the law allows.

Subject to that, neither party is liable for indirect, incidental, special or consequential loss, or for loss of profit, revenue, goodwill or anticipated savings. Techventive is also not liable for loss or corruption of data, or for loss caused by errors in a generated document or by decisions made from it. That exclusion does not apply to the extent the loss is caused by Techventive's breach of the warranty in the Warranty and disclaimer section. In that case the General Cap applies. These limits apply whatever the legal theory, including contract and negligence, and even if the loss was foreseeable. This paragraph does not exclude damages and costs that a party must pay to a third party under the Indemnity section, or the direct loss described in the Second item of the Caps on liability section.

Caps on liability

Subject to the exceptions in the Limits on liability section, each party's total liability under or in connection with these Terms is limited as follows. Apply the list in order and use the first item that fits the claim, except that the Second item does not apply to a breach of the Confidentiality section.

• First, the Customer's duty to pay fees that are due is an ordinary debt. It is not a claim for damages and is not capped.
• Second, a party's liability to the other party for using or infringing the other party's intellectual property outside these Terms is limited to the other party's actual, proven direct loss, excluding punitive, exemplary and speculative loss. For you, this includes using NativeDocs outside the licence, and direct loss includes the licence fees that would have been payable for that use. For Techventive, it includes using Your Data outside these Terms. This item does not apply to a breach of the Confidentiality section, which the Third item governs, or to a third-party claim covered by the Indemnity section.
• Third, for a breach of the Confidentiality section, and for a party's duty to defend and pay under the Indemnity section, liability is limited to the fees that became payable for NativeDocs during the 12 months before the first event that gave rise to the claim, excluding taxes (the "Enhanced Cap"). If no fees became payable in that period, including during a free trial, the Enhanced Cap is zero. The Enhanced Cap governs any breach of the Confidentiality section, even where the Second item could also apply.
• Fourth, for every other claim, liability is limited to the amount of the most recent payment for NativeDocs that Techventive had actually received in cleared funds, excluding taxes, before the first event that gave rise to the claim (the "General Cap"). That is one monthly payment on a monthly plan, or the quarterly, half-yearly or annual payment on that plan. If the fee payable for the billing period that payment covered was lower than the amount received, the lower amount applies. Fees that are owed but unpaid do not count. If no payment had been received by then, including during a free trial, the General Cap is zero.

How the caps work together

The First and Second items are outside the General Cap and the Enhanced Cap. The General Cap and the Enhanced Cap are not added together: all amounts a party must pay for all claims under those two caps together never exceed the greater of the two. All claims of the same kind count towards one limit, not a separate limit for each claim.

A refund that Techventive pays because of a warranty, indemnity or uncured-breach claim counts towards the cap that applies to that claim. A refund and damages for the same claim together never exceed that cap. A refund for discontinuing NativeDocs under the Term and ending the agreement section does not count towards either cap and does not reduce them. Each party must take reasonable steps to reduce its loss.

Suspension

Techventive may suspend access to NativeDocs, including by changing the licence status in the Salesforce License Management App, if fees remain unpaid after written notice and a reasonable time to pay, if your use breaks the Restrictions, if it threatens the security or operation of NativeDocs, Salesforce services or other customers, or if the law or Salesforce requires it. Where practical, Techventive will give notice first and will restore access once the cause is fixed.

Term and ending the agreement

These Terms last while you use NativeDocs under a trial or subscription. You may stop a trial at any time by uninstalling NativeDocs. To cancel a paid subscription, email the address in the Contact section. The cancellation takes effect at the end of the current billing period. Uninstalling NativeDocs does not by itself cancel a subscription or stop fees.

Either party may end these Terms by written notice if the other commits a material breach and does not fix it within 30 days after receiving written notice of the breach. If you end these Terms because Techventive has committed a material breach that it has not fixed in that time, Techventive will refund the fees you paid for the period after the end date.

Discontinuation. Techventive may stop offering NativeDocs on reasonable written notice. It will keep NativeDocs available for at least 30 days after the date of the notice, so that you can export what you need. If it stops offering NativeDocs, you are entitled to a pro-rata refund of the unused part of the most recent payment that Techventive had actually received in cleared funds, excluding taxes, before the date of the notice. The refund is A x (P - U) / P, where A is the amount received, or the fee payable for the billing period that payment covered if that is lower; P is the length of that billing period in days, counting each month as 30 days (30 for a monthly plan, 90 for quarterly, 180 for half-yearly and 360 for annual); and U is the number of days of that billing period used up to the date NativeDocs stops being available, counting each full month as 30 days and a part month by its actual days, and never more than P. Example: you paid 1,200 (excluding taxes) for an annual plan covering 1 January to 31 December. Techventive gives notice on 31 March, and NativeDocs stops being available on 30 April, which is 30 days after the notice. Four full months have been used, so U is 4 x 30 = 120 and P is 360. The refund is 1,200 x (360 - 120) / 360 = 800. Techventive will pay the refund within 30 days after the date NativeDocs stops being available. This refund is your only remedy for the discontinuation itself. It is not limited by, and does not reduce, the General Cap or the Enhanced Cap that are available for any other claim.

When these Terms end, your licence ends and you must stop using NativeDocs. Fees that are due remain payable. Your Data stays in your Salesforce organization, but uninstalling a managed package removes its components and the data stored in them, so export anything you need to keep first. Sections that by their nature should continue (including Restrictions, Intellectual property and feedback, Confidentiality, Warranty and disclaimer, Indemnity, Limits on liability, Caps on liability, How the caps work together, Governing law and disputes, and fees owed) continue after the end.

Changes to these Terms

Techventive may change these Terms. The version published on this page applies, and its "Last updated" date shows when it changed. For a material change, Techventive will email the administrator contact it holds for your organization, or give notice through Salesforce, at least 30 days before the change takes effect. If you do not agree, cancel before the change takes effect. The cancellation takes effect at the end of the current billing period, and the old Terms continue to apply to you until then. If you do not cancel and you keep using NativeDocs after the change takes effect, you accept the change. A change does not apply to a dispute that arose before it.

Export controls and sanctions

Each party must follow the export control and sanctions laws that apply to it. You confirm that you and your Users are not on a sanctions list of the United Nations, India, the European Union, the United Kingdom or the United States, and that you will not use NativeDocs for or in a sanctioned country, person or end use.

General

Entire agreement. These Terms and your Order are the whole agreement between you and Techventive about NativeDocs. They replace earlier discussions and any terms in a purchase order. A written agreement signed by both parties overrides these Terms. Otherwise, your Order governs price, tier, billing and any other matter it expressly states (such as the sandbox numbers), and these Terms govern everything else. Documentation and the support page are for information and do not change these Terms.

Assignment and subcontracting. You may not assign or transfer these Terms without Techventive's written consent, except to a successor to all of your business that is not a competitor of Techventive and that tells us in writing. Techventive may assign these Terms to an affiliate or to a successor to its business. Techventive may use subcontractors and remains responsible for them.

Force majeure. Neither party is liable for a delay or failure caused by events beyond its reasonable control, such as natural disaster, war, labour dispute, government action, or failure of power, internet or Salesforce services. This does not excuse a duty to pay.

Notices. Notices must be in writing, and email counts as writing. Notices to Techventive go to the email address, or the registered office address, in the Contact section. Notices to you go to the administrator email address held for your organization in the Salesforce License Management App, or to the address in your Order. A party should keep its details up to date.

Other terms. If a part of these Terms is unenforceable, the rest continues, and the part is replaced by the closest enforceable term. A delay in enforcing a right is not a waiver. The parties are independent contractors. No one other than the parties has a right to enforce these Terms. The English version controls.

Governing law and disputes

These Terms and any dispute about them are governed by the laws of India, without regard to conflict-of-laws rules.

A party with a dispute should first write to the other, and the parties will try in good faith to resolve it within 30 days. If they cannot, the courts at Dehradun, Uttarakhand, India have exclusive jurisdiction, and each party submits to them. Either party may ask any competent court for urgent relief, such as an injunction, to protect its intellectual property or confidential information.

Contact

Questions, notices and cancellations: connect@techventivesolutions.com. If a complaint is not resolved, write to our Grievance Officer, Shyam Kumar Bansal, Director, at sbansal@techventivesolutions.com. Techventive IT Solutions Pvt. Ltd., CIN U72900UR2022PTC014655, 28 Feet Road, Near Electric Office, Vikasnagar, Dehradun, Uttarakhand, India 248198.