OutcomeLens Cloud Terms

Version 1.0, Effective 07/16/2026

These OutcomeLens Cloud Terms (the "Terms") govern access to and use of the OutcomeLens application. They form a binding agreement between [LEGAL ENTITY NAME, e.g., Majors Consulting, LLC] ("Provider," "we," "us") and the customer identified on an Order Form ("Customer," "you").

These Terms are incorporated by reference into each Order Form. Together, an Order Form and these Terms form the "Agreement." If an Order Form conflicts with these Terms, the Order Form controls for that order.

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## 1. The Product

1.1 What OutcomeLens is. OutcomeLens is a form-building and outcome-tracking application delivered as a Salesforce managed package (the "Product"). The Product is installed into and operates entirely within Customer's own Salesforce organization ("Customer Org").

1.2 Where your data lives. The Product does not transmit, store, or process Customer Data on Provider's servers or any Provider-controlled infrastructure. All data created or collected through the Product, including form responses, scores, snapshots, and reports, resides in the Customer Org and is governed by Customer's separate agreement with Salesforce, Inc. ("Salesforce").

1.3 Salesforce is a separate relationship. Use of the Product requires a Salesforce subscription that Customer obtains and maintains directly from Salesforce under Salesforce's own terms. Provider is not a party to Customer's agreement with Salesforce, and Salesforce is not a party to this Agreement. Provider is not responsible for the availability, security, or performance of the Salesforce platform itself.

## 2. Subscriptions and Use Rights

2.1 Subscription grant. Subject to this Agreement and payment of applicable fees, Provider grants Customer a non-exclusive, non-transferable right during the Subscription Term to install the Product in the Customer Org and permit Users to use it, up to the edition, seat types, and quantities stated on the Order Form.

2.2 Users and seat types. "Users" are individuals authorized by Customer to use the Product, including employees, contractors, volunteers, and external respondents, as applicable to the seat type. Seat types (for example: Standard, Admin, External Community, and Read-Only) and their permitted capabilities are defined by the Product edition and the Order Form. User credentials may not be shared between individuals.

2.3 Staying within licensed quantities. The Product may display seat usage and may permit Customer to temporarily exceed licensed quantities. Exceeding a licensed quantity does not expand Customer's rights. If Customer's usage exceeds the quantities on the Order Form, Customer will promptly execute a true-up order for the excess usage at the then-current rates (or the rates on the Order Form, if specified), retroactive to when the excess usage began.

2.4 Restrictions. Customer will not: (a) sublicense, resell, or make the Product available to anyone other than Users; (b) reverse engineer or attempt to extract source code from the Product except where such restriction is prohibited by law; (c) use the Product to build a competing product; (d) remove or obscure proprietary notices; or (e) use the Product in violation of applicable law or Salesforce's acceptable use policies.

2.5 Affiliates. Customer's affiliates may use the Product under this Agreement, provided Customer remains responsible for their compliance.

## 3. Customer Data and Responsibilities

3.1 Customer owns Customer Data. As between the parties, Customer owns all data submitted to or generated by the Product in the Customer Org ("Customer Data"), including data about the individuals Customer serves ("Participants").

3.2 Provider access to Customer Data. Provider has no routine access to Customer Data. If Customer requests support that requires access to the Customer Org, Customer controls that access (for example, by granting login access through Salesforce) and may revoke it at any time. Provider will access Customer Data only as directed by Customer, only as needed to provide support, and will treat it as Customer's Confidential Information.

3.3 Customer responsibilities. Customer is responsible for: (a) the accuracy and lawfulness of Customer Data; (b) obtaining any consents or providing any notices required to collect Participant data through the Product; (c) configuring the Product, Salesforce permissions, and sharing settings appropriately for Customer's privacy and security obligations; and (d) its Users' compliance with this Agreement.

3.4 Regulated data. The Product runs on Customer's Salesforce infrastructure, and Customer's compliance posture (including HIPAA, FERPA, or similar regimes) is determined by Customer's Salesforce subscription and configuration. Customer will not use the Product for regulated data unless Customer's Salesforce Org is appropriately configured and covered for that data. If Customer requires a Business Associate Agreement or similar addendum from Provider, the parties must execute it separately before such use.

## 4. Fees and Payment

4.1 Fees. Customer will pay the fees stated on the Order Form. Except as expressly stated in the Order Form or these Terms, fees are non-cancelable and non-refundable, and quantities cannot be decreased during a Subscription Term.

4.2 Invoicing and payment. Unless the Order Form says otherwise, fees are invoiced annually in advance and due within 30 days of the invoice date. Orders placed through a Salesforce marketplace commerce channel (such as the AgentExchange Go-To-Market app) are billed and collected through that channel under its payment terms.

4.3 Taxes. Fees exclude taxes. Customer is responsible for applicable sales, use, and similar taxes, excluding taxes on Provider's income. Tax-exempt customers will provide a valid exemption certificate on request.

4.4 Pricing changes at renewal. Provider may change pricing effective at renewal with at least 45 days' notice before the renewal date. Any price protection stated on an Order Form (for example, founding partner or promotional pricing) controls over this section.

4.5 Late payment. Provider may suspend the subscription for accounts more than 30 days past due, after at least 10 days' written notice.

## 5. Support and Updates

5.1 Support. Provider will provide reasonable email support to Customer's administrators during Provider's normal business hours at no additional charge.

5.2 Updates. Provider may update the Product, including through managed package upgrades delivered via Salesforce. Updates will not materially reduce the core functionality of the edition Customer purchased during a paid Subscription Term.

5.3 No professional services. Implementation, data migration, and consulting services are not included unless stated on an Order Form or covered by a separate agreement.

## 6. Warranties

6.1 Mutual warranties. Each party warrants that it has the legal authority to enter into this Agreement.

6.2 Product warranty. Provider warrants that during the Subscription Term the Product will perform materially in accordance with its documentation. Customer's exclusive remedy for breach of this warranty is that Provider will use commercially reasonable efforts to correct the non-conformity, and if Provider cannot do so within 30 days of written notice, Customer may terminate the affected Order Form and receive a pro-rata refund of prepaid, unused fees.

6.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE PRODUCT IS PROVIDED "AS IS." PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THE SALESFORCE PLATFORM, AND ANALYTICS OR REPORTS GENERATED BY THE PRODUCT DEPEND ON THE DATA CUSTOMER PUTS INTO IT.

6.4 Beta features. Features identified as beta, pilot, or preview are provided as-is, may be changed or discontinued, and are excluded from Sections 6.2 and 8.

## 7. Intellectual Property

7.1 Provider IP. Provider and its licensors own the Product, its documentation, and all related intellectual property. No rights are granted except as expressly stated in this Agreement.

7.2 Feedback. Customer may provide feedback about the Product. Provider may use feedback without restriction or obligation, provided it does not identify Customer or disclose Customer's Confidential Information without consent.

7.3 Aggregate usage data. Provider may collect and use technical usage data about the operation of the Product (such as feature adoption and license utilization signals) to operate, secure, and improve the Product, provided such data does not include Customer Data about Participants and is not disclosed in a form that identifies Customer or any individual.

## 8. Indemnification

8.1 By Provider. Provider will defend Customer against third-party claims alleging that the Product, as provided by Provider and used as permitted, infringes a patent, copyright, or trademark or misappropriates a trade secret, and will pay damages finally awarded or agreed in settlement. If such a claim arises, Provider may modify the Product, procure the necessary rights, or terminate the affected Order Form and refund prepaid, unused fees. This Section 8.1 does not apply to claims arising from Customer Data, Customer's modifications, or combination of the Product with items not provided by Provider (including issues attributable solely to the Salesforce platform).

8.2 By Customer. Customer will defend Provider against third-party claims arising from Customer Data or Customer's use of the Product in violation of this Agreement or applicable law, and will pay damages finally awarded or agreed in settlement.

8.3 Process. The indemnified party must promptly notify the indemnifying party, give it sole control of the defense and settlement (no settlement may impose obligations on the indemnified party without its consent), and provide reasonable cooperation.

## 9. Limitation of Liability

9.1 Cap. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

9.2 Exclusion of indirect damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

9.3 Exceptions. Sections 9.1 and 9.2 do not limit liability for: (a) a party's indemnification obligations under Section 8; (b) Customer's payment obligations; or (c) either party's gross negligence, willful misconduct, or infringement of the other party's intellectual property.

## 10. Confidentiality

10.1 Definition. "Confidential Information" is non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood as confidential, including Customer Data, pricing, and non-public product information. It excludes information that is or becomes public without breach, was already known, is independently developed, or is rightfully received from a third party.

10.2 Obligations. The receiving party will use Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and not disclose it except to employees, contractors, and advisors who need it and are bound by confidentiality obligations at least as protective. Disclosures required by law are permitted with reasonable advance notice where legally allowed.

## 11. Term and Termination

11.1 Term. This Agreement starts on the effective date of the first Order Form and continues while any Order Form is in effect. Each subscription runs for the Subscription Term stated on its Order Form and renews automatically for successive terms of the same length unless either party gives notice of non-renewal at least 30 days before renewal.

11.2 Termination for cause. Either party may terminate this Agreement or an Order Form if the other party materially breaches and does not cure within 30 days of written notice, or becomes subject to insolvency proceedings.

11.3 Effect of termination. On expiration or termination: (a) Customer's subscription rights end and Customer will uninstall the Product from the Customer Org; (b) fees owed through the termination date remain payable; and (c) if Customer terminates for Provider's uncured breach, Provider will refund prepaid fees for the terminated period after the termination date.

11.4 Your data survives the Product. Because Customer Data resides in the Customer Org, uninstalling the Product does not delete Customer Data records created by the Product except as described in the Product documentation. Customer is responsible for exporting or retaining any data it needs, and Provider will provide reasonable guidance on request.

## 12. General

12.1 Governing law and venue. This Agreement is governed by the laws of the State of [STATE], excluding its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in [COUNTY, STATE].

12.2 Notices. Legal notices must be in writing and sent to the addresses on the Order Form, with a copy to Provider at [NOTICE EMAIL, e.g., legal@outcomelens.app]. Email notice is effective on confirmed receipt.

12.3 Publicity. Neither party may use the other's name or logo publicly without prior written consent, except that Provider may identify Customer as a customer in customer lists with Customer's consent (which may be given on the Order Form).

12.4 Assignment. Neither party may assign this Agreement without the other's consent, except to a successor in a merger, acquisition, or sale of substantially all assets, with notice.

12.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

12.6 Independent contractors; no third-party beneficiaries. The parties are independent contractors. There are no third-party beneficiaries to this Agreement, including Salesforce.

12.7 Entire agreement; order of precedence. This Agreement is the parties' entire agreement about the Product and supersedes prior discussions. Terms on a Customer purchase order or vendor form are void even if the document is signed or processed. Amendments must be in writing and signed by both parties. Order of precedence: (1) the Order Form; (2) these Terms.

12.8 Survival. Sections 3.1, 4, 6.3, 7, 8, 9, 10, 11.3, 11.4, and 12 survive termination.

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