End User License Agreement

Version 2 (2025-04-01)

This document constitutes the current in-effect End User License Agreement for the access and use of OrgFlow software and services. This agreement is referred to as the EULA in our software, hereinafter in this agreement, and elsewhere on this website.

1. Introduction

1.1 Supplier, Software and Functionality

We,

OrgFlow GmbH
Am Kaiserberg 1
61231 Bad Nauheim
GERMANY

with seat in Bad Nauheim, GERMANY

(hereinafter: OrgFlow, We or Us) offer our customers (hereinafter: User or You) the use of the Development and Deployment Software developed by Us (hereinafter: Software). The Software is a set of tools that utilize the power of the Git version control software to enable teams of any size to achieve low-effort, safe and successful org-based team development, deployment and DevOps on the Salesforce platform.

In order to provide the Software We cooperate with other companies subject to this EULA. Inter alia, Microsoft Azure or Docker Inc. support Us in the provision of the Software. For more information, please visit our website at https://www.orgflow.io.

Please note that for most practical purposes, use of the Software requires a Salesforce account on Your end (hereinafter: Salesforce); for more information on Salesforce see https://www.salesforce.com. We are not responsible for providing You with a Salesforce account, nor for supporting You in acquiring, running, administering or maintaining such a Salesforce account.

Please note further that for most practical purposes, use of the Software requires a Git version control software on Your end (hereinafter: Git); for more information on Git see https://git-scm.com. We are not responsible for providing You with such Git version control software, nor for supporting You in acquiring, running, administering or maintaining such a Git version control software.

1.2 Acquisition Options with Regards to the Software

The Software is comprised of and delivered to You as several distinct parts:

• A product marketing website hosted by Us at https://www.orgflow.io (hereinafter: Website)
• A web application hosted by Us at https://www.orgflow.app (hereinafter: Web App)
• A cross-platform command-line executable (hereinafter: CLI) downloadable via our Web App or via our repositories in Docker Hub at https://hub.docker.com/u/orgflow (Docker Hub is owned and operated by Docker Inc.) or through other means, such as operating system package managers
• A comprehensive set of REST-based APIs and back-end services hosted by Us which provide supporting functionality for the Website, Web App and CLI

You may access the Software in any of the aforementioned ways. Acquisition of downloadable Software binaries (i.e. the CLI) does not require any registration, but use of the Software does require successful registration as stipulated in item 2 below.

1.3 Scope of this EULA

Inter alia, this EULA stipulates who may use the Software, how the Software may be used, and provides for further relevant information and provisions regarding the contractual relationship between You and Us regarding the Software. Please take the time to read this EULA carefully before using the Software. Any use of the Software requires that You accept this EULA and comply with the instructions and requirements contained herein during use at any time. This EULA is available on our website at any time. However, We recommend that You save and/or print a copy of this EULA so that You may refer to it at any time.

We currently offer the Software to business customers only, i.e. only to entrepreneurs in the sense of Section 14 of the German Civil Code (Bürgerliches Gesetzbuch, hereinafter: BGB) – an entrepreneur in that sense is any natural or legal person or a partnership with legal personality who or which, when entering into a legal transaction, acts in exercise of his or its trade, business or profession.

We do not offer the Software to consumers (in the sense of Section 13 BGB) – i.e. to natural persons who enter into a legal agreement or transaction for purposes that predominantly are outside his or her trade, business or profession – since We do not conclude a contract with consumers and consumers may therefore not use the Software.

This EULA constitutes and governs the contractual relationship between You and Us with regard to the Software and You accept that this EULA applies to the exclusion of any terms contained in any of Your own documents even if the same purport to provide that Your own or some other terms prevail.

Your use of the Software constitutes Your acceptance of this EULA. Deviating general terms and conditions of You do not apply in any case, even if We do not expressly object to them.

1.4 Data Protection

With regard to the processing of personal data in connection with Your use of the Software, please see our Privacy Policy, which is also available on our Website under https://www.orgflow.io/legal/privacy. Our Privacy Policy describes the personal data that We collect and how We use it and includes Your data subject rights as well as other information about our processing of personal data.

Your own responsibility for processing personal data under applicable data privacy laws remains unaffected by any responsibility that We may also have if You process personal data from third parties via the Software.

1.5 Contact

For all questions, explanations, correspondence or support regarding the use of the Software, please contact our support team: You can reach Us via our support page at https://www.orgflow.io/goto/support.

2. Authentication, Access to and Use of the Software

2.1 Registration

Acquisition of downloadable Software binaries (i.e. downloading of the binaries to a computer under Your control) is an unauthenticated and anonymous process (see item 1.2 above). However, Access to and Use of the Software requires Registration, which involves providing Us with same basic Registration Data in order to create individual User Accounts and a Workspace as described below.

2.1.1 User Account

Access to the Software requires each User in or affiliated with Your organization to create an individual User Account via the Web App. A User Account is personal to each User, and used by Us to Authenticate and identify said User by means of a unique username (email address) and a password. When creating the User Account the User is required to provide a valid email address, a password, and His/Her full name. The User will thereafter use the provided email address and password to Authenticate Him/Herself in order to Access the Software.

2.1.2 Workspace

Use of the Software furthermore requires You to create a Workspace via the Web App. A Workspace is a top-level container for all Your data and configuration in OrgFlow (hereinafter: Workspace Data) and usually corresponds to Your organization, or in some cases, a smaller team within Your organization. When creating the Workspace You are required to provide Your organization's officially registered legal entity name, and the full name and phone number of Your organization's primary contact.

The creation of a Workspace implies acceptance of this EULA on behalf of Your organization, enters Your organization into a legal relationship with Us subject to the terms of this EULA, and must only be carried out by a User who is duly authorized to enter into legal and commercial agreements on behalf of Your organization. The User who creates a Workspace becomes its first Member and is also designated as the Workspace Owner. The Workspace Owner may subsequently Grant Access to other Users which then become additional Members of the Workspace.

2.2 Authentication and Security; Up-to-dateness

The Registration Data You provide must be complete and correct. You may only provide information or personal data on other persons if You act within the scope of Your power of representation required for this purpose and within applicable data privacy laws. You are obliged to keep the Registration data up to date at all times. Contact information and billing information can be updated through Your account portal, which can be accessed at any time through the Web App.

Authentication with the Software is done exclusively via a User Account. Access to Your Registration Data and Workspace Data is provided only to User Accounts to whom You Grant Access (see item 2.1.1 above) by adding them as Members in Your Workspace (hereinafter: Member User Accounts). The security of Your Registration Data and Workspace Data depends upon Your ability to only Grant Access to authorized Users, and upon the ability of those Users to keep their User Accounts secure.

You are therefore solely responsible for keeping Your Registration Data, Workspace Data and Member User Accounts secure and confidential. All actions taken in connection with Your Registration Data, Workspace Data or Member User Accounts, whether authorized or not, shall be deemed to have been taken by You or on Your behalf with Your authorization. However, Your responsibility for the misuse of Your Registration Data, Workspace Data or Member User Accounts is limited to the extent that You become the victim of illegal attacks by third parties (e.g. hackers, thieves, fraudsters) despite having exercised due care, but the burden of proof with regard to such circumstances shall remain with You.

In case You have any doubts or concerns about the confidentiality of Your Registration Data, Workspace Data or Member User Accounts, including, without limitation, any suspicion that another person knows or had access to Registration Data, Workspace Data or Member User Accounts without authorization, You must immediately inform Us accordingly by contacting our customer support at support@orgflow.io We will then work with You take necessary steps (within reason) to restore the security and confidentiality of Your Registration Data, Workspace Data and Member User Accounts.

2.3 Responsibility for Other Persons Using the Software

Please note that You are responsible for the actions of any individuals who are Granted Access to the Software by You. You must therefore ensure that such Access only occurs if You have duly authorized those persons within the scope of this EULA, and that those persons comply with this EULA at all times.

3. License to Use OrgFlow Software; Subscription Fees; Payment

3.1 License Terms

At the time when You create a Workspace via the Web App and accept the terms of this EULA, You enter into a legal relationship with Us. As part of that relationship We grant You a non-exclusive, non-transferable, non-sublicensable right to acquire, install, access, use and copy the Software subject to the terms of this EULA (hereinafter: License). The License governs Your legal relationship with Us.

The right to copy is limited to the acquisition and installation of the downloadable Software binaries on a computer (physical or virtual) which is in Your immediate control in order to fulfill the Purpose of Use, and any copying which is required for the loading, display, running, transfer or storage of the Software as well as to the right to make a copy for security backup purposes, as stated in sec. 69d para. (2) German Copyright Act (Urheberrechtsgesetz, hereinafter: UrhG). You may not, nor may You allow any third party to, reverse engineer, decompile or attempt to discover any source code or underlying ideas or algorithms of the Software (however, sec. 69d, 69e UrhG shall remain unaffected).

The License is a company license i.e. the Software may only be used by the You, Your employees, and Affiliates or Contractors/Agents of Yours who are acting on Your behalf by providing implementation, consulting or outsourcing services and are under a written agreement with You that will protect the Software subject to the same protections and restrictions otherwise stated in this Agreement. "Affiliate" shall mean any entity that controls, is controlled by or shares common control with You, where such control arises from either (a) a direct or indirect ownership interest of more than 50% or (b) the power to direct or cause the direction of the management and policies, whether through the ownership of voting stock, by contract, or otherwise, equal to that provided by a direct or indirect ownership of more than 50%. The use of the Software under Your License by any other third party is strictly prohibited.

You are granted the License (i.e. the right to use the Software) only in accordance with the terms and conditions of this EULA. Any other use (e.g. circumvention of security mechanisms) is prohibited, unless otherwise agreed in individual cases. Except as otherwise provided in other agreements, Your rights of use in connection with the Software are limited to the term of this Agreement. You also have the duty to refrain from anything that could impair the use of the Software, in particular the introduction of trojans, viruses or other malware. Any manipulation, technical modification of the Software is prohibited.

If You infringe upon any of the above provisions (or item 5 below), all Licenses granted to You under this Agreement shall immediately become ineffective and shall automatically terminate. In this case, You must immediately and completely cease using the Software and delete any copies You have made.

3.2 Scope of License

The License is consumption-based and includes the right to consume a certain amount of OrgFlow-provided Resources per month. The following types of Resources are defined and metered by the Software:

• A number of Environment Hours defined as the highest number of configured connections between a Salesforce org and a backing Git branch that existed during a one-hour period
• A number of Active Worker Minutes defined as the total number of running minutes, across all jobs run on OrgFlow-provided managed worker instances in Your Workspace, spent performing active work
• A number of Passive Worker Minutes defined as the total number of running minutes, across all jobs run on OrgFlow-provided managed worker instances in Your Workspace, spent passively awaiting input from Users
• A number of Concurrent Workers defined as the maximum number of jobs that can be concurrently running in Your Workspace on OrgFlow-provided managed worker instances at any given point in time
• A number of Retention Days defined as the minimum number of days during which We keep historical Workspace Data available to You

The amount of Resource Consumption permitted by the License depends on the applicable Subscription, as described further below. The Subscription may include a limited or unlimited amount of Resources for free, or may include a limited or unlimited amount of Resources as part of a fixed monthly price. Consumed Resources beyond those included in the Subscription are billed automatically on a Pas-As-You-Go basis according to pricing information always available via our Website.

3.3 Subscriptions and Plans

The License is associated with a Subscription which governs Your commercial relationship with Us. The following types of Subscriptions (i.e. Plans) are available:

• Pay-As-You-Go (default)
• Unlimited
• Custom/bespoke plan for special requirements

3.3.1 Changing Plans; Upgrades and Downgrades

The License is created with a "Pay-As-You-Go" Subscription by default. Because this type of Subscription is entirely consumption-based and has no pre-paid or fixed fees, it is not subject to forced billing periods or proration. You may cancel Your "Pay-As-You-Go" Subscription at any time via the Web App. You may also change Your "Pay-As-You-Go" Subscription to a different Plan at any time via the Web App, or by contacting Us. Doing so results in the immediate cancellation of Your "Pay-As-You-Go" Subscription and the immediate start of a new Subscription with Your chosen Plan.

An "Unlimited" or custom/bespoke Subscription is subject to restrictions and proration with respect to its chosen billing period. If You cancel or downgrade Your Subscription (e.g. by changing back to the "Pay-As-You-Go" Plan or by adding/removing add-on products) during a billing period (month or year), the proration of upgrades/downgrades that occur in that period is carried out by Our billing provider Stripe automatically. Upgrades/additions take effect immediately and are prorated for the remainder of the billing period; Downgrades/removals take effect at the start of the next billing period.

3.3.2 Terms of Payment

As long as Your Resource Consumption stays within the amount of Resources included for free in Your Subscription, You will not incur any charges from Us. As and when Your Resource Consumption grows beyond what is included for free, the overages are billed automatically on a Pay-As-You-Go basis which starts accruing a Subscription Fee balance in Your account.

The Subscription Fee balance, plus any applicable taxes and duties, will be invoiced to You either whenever Your open balance reaches a certain billing threshold (determined by Us at Our discretion on a case-by-case basis), or at one-month intervals following the creation of Your Subscription, whichever occurs first.

Invoices are due for payment 7 days after issuance, unless You have arranged alternative payment terms with Us. If We have already acquired a payment method from You (see item 3.3.3 below), we will attempt to charge the amount to this payment method immediately upon issuing the invoice.

3.3.3 Billing Information; Payment Methods

We do not require or collect any billing information or payment methods from You up-front when You create a Workspace and start using the Software. You will only be required to provide billing information and a payment method when paying Your first invoice, which may or may not happen depending on Your Subscription and Resource Consumption (see item 3.3.2 above).

3.3.4 Termination

In the event of termination by You or any other termination of Your use of the Software for any reason, no Subscription Fees will be refunded in whole or in part. If payment of the Subscription Fees is not made by the due date for payment, We reserve the right to deactivate the Software used by You by revoking Your License. Upon such revocation, Your Registration Data, Workspace Data and Member User Accounts will be retained by Us for a period of two month (unless You request an earlier deletion) and Your access to them can be restored by paying any due Subscription Fees. If payment of all due Subscription Fees is not made within two months, Your Registration Data and Workspace Data will be marked for deletion and will be physically deleted from Our systems within one more month.

You shall not be entitled to make any deduction, set-off or retention in relation to any Subscription Fees payable unless Your counterclaim has been legally established and is undisputed or unacknowledged by Us.

3.4 License Duration and Extension

The term of the License will be the Subscription Period which is defined as the indefinite term between the start and termination of the Subscription by either Party, unless otherwise agreed.

Neither You nor We may properly terminate this EULA and the License. However, the right to terminate the License extraordinarily and immediately for good cause (sec. 314 BGB) shall remain unaffected for either party.

4. Availability, Responsibility

4.1 Availability

The provision of the Software is the provision of a service to You on an "as is" basis and that service will be carried out by Us with reasonable care and skill.

Beyond the statutory warranty, We do not provide any guarantees as to the performance of or use of the Software including with regard to the availability of the Software, but strive for continuous and uninterrupted availability and freedom from errors. We also reserve the right to further develop the functions and possible uses of the Software. The Software needs to be updated from time to time for objective reasons, such as bug fixing, functional enhancements, hardware compatibility adjustments, possible vulnerability closures, and similar cases. Such updates are also carried out in Your interest and can be downloaded and installed at Your discretion. Temporary restrictions on availability may also result from maintenance work or force majeure events. Further, the latest version can be downloaded and updated at any time You prefer, in the case You have an active subscription. Please note that, as the Software is subject to regular updates and revisions, OrgFlow cannot guarantee that previous versions remain operable for the whole applicable subscription cycle. In case an updated version will invalidate previous versions, OrgFlow will provide notice to You at least two weeks in advance. However, in such case You do not have the right to prematurely terminate Your Subscription in case You do not want to apply the respective update.

Please contact Us if You have any problems or complaints regarding the use of the Software.

4.2 Accountability

You are responsible for all requirements necessary to access the Software, such as sufficient Internet connection and bandwidth, hardware and/or the software You use, and the establishment of data connection points. You are responsible for providing and using appropriate security devices and virus scanners on Your devices.

5. Intellectual Property Rights

All information published by Us via the Software, and the Software as such, in particular data, texts, images, graphics, maps, logos and their presentation, as well as any of our trade secrets or know how contained therein (hereinafter: Content) may only be used in accordance with this EULA and the applicable legal regulations. In particular, the use of any Content on third-party websites and/or platforms and/or beyond the use permitted under the License is prohibited.

Your use of the Software does not grant You any right to use any intellectual property rights such as copyrights, trademarks or patents owned by Us, unless expressly stated otherwise.

You may not transfer any Content or the Software as such to third parties (e.g. other companies) without our prior written consent, unless We have expressly agreed to this in writing.

6. Reporting; Liability; Indemnity Obligation

6.1 Reporting

You must report any material defects and defects of title immediately after their discovery in writing (email is sufficient) and describing the detailed circumstances. We will then check Your complaint and decide on the removal or remedy of the defects. However, We shall only be liable for defects which already existed when the License was granted to the User if We are responsible for these defects; otherwise, the statutory provisions shall apply.

6.2 Liability

To the extent permitted by law and unless expressly provided otherwise under this agreement our liability for claims and remedies irrespective of their nature, amount and legal basis shall be excluded.

You shall be liable to Us for all losses, damages, costs, charges and expenses suffered or incurred by Us as a result of or in connection with any breach of this EULA by You.

You shall indemnify Us against all claims, including claims for damages, which third parties assert against Us on account of a violation of their rights due to a use of the Software attributable directly or indirectly to You (e.g. via vicarious agents). You shall bear all necessary costs incurred by Us due to such an infringement of rights, including the usual reasonable costs for legal defence incurred by Us. You are free to prove that We have incurred lower costs. Your aforementioned obligations to indemnify do not apply if You can prove that You are not responsible for the breach of duty in question.

You must notify Us immediately of any claims by third parties that You know or become aware of in connection with the use of the Software.

7. Transmissibility

Claims or rights against Us relating to this EULA, the use of the Software or the License may not be assigned to any third party or otherwise disposed of or dealt with without our express prior written consent; such consent may not be unreasonably withheld by Us. This shall not apply if the claim is a monetary one and the legal transaction, which gave rise to the claim is a commercial transaction for both parties or the debtor is a legal entity under public law or a special fund under public law.

8. Termination of the Contract

8.1 Expiration of Subscription Period

This EULA will be terminated automatically upon expiration of the Subscription Period (see item 3.4). Reasons include, but are not limited to, cancellation of the Subscription. Upon termination, Your right to use the Software expires.

You can cancel a Subscription anytime through the account portal which You can access at any time through our Website. For a "Pay-As-You-Go" Subscription, cancellation becomes effective immediately. For an "Unlimited" or custom/bespoke Subscription, cancellation becomes effective by the end of the billing period during which the cancellation occurred (see items 3.3.1 and 3.3.4 above).

8.2 Extraordinary Right of Termination

We are entitled to terminate this agreement if there is an important reason for doing so. This is the case if, taking into account all circumstances of the individual case and weighing the interests of both parties, We cannot reasonably be expected to continue the contractual relationship until the next agreed termination date or until the expiry of a period of notice. If the important reason consists in a breach of duty, termination is only permissible after the unsuccessful expiry of a period determined for remedy or after an unsuccessful warning, insofar as this is not dispensable by way of exception due to special circumstances.

An important reason for Us exists if You have provided false information during Registration or in any other way significantly violated this EULA, especially in the case of violation of the License terms according to items 3.1 and 3.2 and 9.

8.3 Notification

You will be informed about the deletion of Your User Account by corresponding messages to the email address registered for You.

9. Changes to this EULA

Should this EULA be amended or supplemented (e.g. to meet legal or technical requirements), We will inform You immediately and in good time in advance. If You wish to continue to use the Software, You must agree to the modified EULA; otherwise You may exercise Your right to terminate the Agreement. Your consent will be deemed given, unless You have not notified Your refusal before the proposed date of entry into force of the modified EULA. If You don't agree to the modified EULA, We retain our right to terminate the agreement without notice for cause.

10. General Provisions

10.1 Enforceability (No Waiver)

Your obligations set out in this EULA and/or contained in the Sale Agreements shall remain effective and enforceable even if We fail to enforce them partially and/or temporarily on any one or more occasions.

10.2 Dealing with Differences of Opinion

We want You to be satisfied. Should there be any disagreement, please let Us talk about it. You can reach Us via the contact address given above. While We are negotiating our differences of opinion, any limitation period within which any claims should be brought is suspended. Should it not be possible to reach an agreement, legal recourse is open to You.

10.3 Place of Jurisdiction

If You are a merchant, a legal entity under public law or a special fund under public law, the exclusive place of jurisdiction shall be Bad Nauheim, Germany; provided that any opposing mandatory places of jurisdiction for (possibly foreign) consumers shall remain unaffected. However, in addition, We are entitled to sue You before the court having jurisdiction at Your place of business.

10.4 Applicable Law

This EULA shall be governed by German law with the exclusion of its conflict of laws provisions and the UN Convention on Contracts for the International Sale of Goods (CISG).

10.5 Contract Language

The contractual language of this EULA and of the Software is English, unless otherwise agreed. This English version shall be the authoritative version in the event that further language versions of this EULA are provided by Us to You.

10.6 Priority of Individual Agreements

Any deviating individual agreements with You shall take precedence over this EULA. However, such deviating individual agreement must be in writing to be effective.

10.7 Severability Clause

Should any provision of this EULA between You and Us be or become invalid, this shall not affect the validity of the remaining provisions. If the invalid provision is an essential provision, the parties undertake to negotiate a valid provision together.