Terms & Conditions
SOFTWARE SUBSCRIPTION AGREEMENT
PLEASE READ THIS SOFTWARE SUBSCRIPTION AGREEMENT BEFORE PURCHASING OR USING THE SERVICES. BY USING OR PURCHASING THE PRODUCT, YOU SIGNIFY YOUR ASSENT TO THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY.
1. License
1.1. License Grant
CRM.me shall make the Software available to Company for use by the Subscription Users, pursuant to the terms of this Agreement and grants Company a limited, non-exclusive, non-transferable, and revocable right to install, use and modify the Software solely for Company's own internal business purposes.
1.2. Third-Party Software
The Software may utilize or include certain Third Party Software. Company's use of the Software is governed by the applicable Third-Party Software terms and conditions where applicable.
1.3. Restrictions
Company will not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to: (i) the Software, (ii) any modified version or derivative work of the Software created by the Company or for the Company, for any purpose including timesharing or service bureau purposes...
1.4. API Usage and Rate Limits
Company's use of any CRM.me APIs is subject to API rate limits and fair usage policies as documented in the API documentation. CRM.me reserves the right to modify these limits to ensure service stability. Enterprise customers may request custom rate limits through their account representative.
1.5. AI and Machine Learning Features
The Software may include AI-powered features that process Company's data to provide insights and recommendations. Company acknowledges that: (a) AI features are provided "as is" and may be continuously learning and evolving, (b) accuracy of AI-generated content cannot be guaranteed, and (c) Company remains responsible for reviewing and validating any AI-generated output before use.
2. Ownership
2.1. Proprietary Rights
CRM.me shall own all right, title, and interest to the Software, technology, information, code or software provided to Company, including all intellectual property rights, and all portions, copies or modifications thereof.
2.2. Trademarks
The CRM.me name, logo, trade names and trademarks are owned by CRM.me, and no right is granted to Company to use any of the foregoing except as expressly permitted herein or by written consent of CRM.me.
2.3. Suggestions
CRM.me shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into any product or service any suggestions, enhancement requests, recommendations or other feedback provided by Company, including Subscription Users, relating to the operation of any product or service owned by CRM.me.
2.4. Data Ownership and Processing
Company owns rights, title and interest in and to all of its data. Company is solely responsible for the accuracy, integrity, and legality of Company's data. Company grants CRM.me the right to process, analyze, and aggregate Company's data in an anonymized form for service improvement, trend analysis, and feature development. Such processing shall comply with CRM.me's Privacy Policy and applicable data protection laws including GDPR and CCPA.
2.5. Data Portability
Upon request and subject to technical feasibility, CRM.me will provide Company with its data in a structured, commonly used, and machine-readable format. Company may request data export at any time during the Subscription Term and for 30 days following termination.
3. Support, Security and Privacy
3.1. Support Services
During the time that Company has paid the applicable fees under this agreement, CRM.me will provide Company with support services for the Software made available through the CRM.me Support Portal as listed on an Order Form. Services are provided to Company solely for Company's internal use, and Company may not use the Software or Support Services to supply any consulting, support or training services to any third party.
3.2. Security Measures
CRM.me implements and maintains industry-standard technical and organizational security measures including encryption at rest and in transit, regular security assessments, access controls, and incident response procedures. Details of security measures are available in CRM.me's Security Documentation.
3.3. Data Processing Agreement
Where Company's use of the Software involves processing of personal data subject to GDPR, CCPA, or other applicable privacy laws, the parties agree to comply with CRM.me's Data Processing Agreement (DPA), which is incorporated by reference into this Agreement.
3.4. Security Breach Notification
CRM.me will notify Company without undue delay upon becoming aware of any unauthorized access to Company's data or security breach affecting the Software, and will cooperate with Company in any post-incident investigation or remediation efforts.
4. Payment Terms
4.1. Fees and Payment
Company agrees to pay all fees specified on the relevant Order Form. Fees are due thirty (30) days from the invoice date, unless otherwise noted in an Order Form. Subscription fees are exclusive of, and Company is responsible for, shipping costs, duties and taxes (including Value Added Tax which shall be paid by the Company, if applicable, at the rate and in the manner for the time being prescribed by law). Except as otherwise set forth in this Agreement, all fees paid to CRM.me are non-refundable.
4.2. Additional Subscription Users
Additional Subscription Users may be ordered under the terms of this Agreement by Company through an Order Form. Additional Subscription Fees shall be assessed at the then current rate. Company understands and agrees that Company will be charged the equivalent of a full monthly fee for Subscription Users that are added in the middle of a monthly period and each of the monthly periods remaining in the then-current Subscription Term. The term of the Additional Subscription shall terminate on the same date as the pre-existing subscriptions. Company understands and agrees that the number of Subscription Users licenses purchased under a specific Order Form cannot be decreased during the relevant Subscription Term.
4.3. Renewal
All fees required for renewal of a Subscription Term will be invoiced in advance prior to expiration of the current Subscription Term (the "Renewal Invoice"), and any pricing or changes in the number of Subscription Users for such renewal Subscription Term will be reflected in the Renewal Invoice. Fees for any subsequent renewals shall be set at the then-current CRM.me pricing, unless otherwise stated on the Order Form, Renewal Invoice or otherwise agreed to in writing by the parties.
4.4. Overdue Charges
Overdue amounts are subject to interest at a rate of one percent (1.0%) per month, or the maximum rate permitted by law, whichever is lower. If any charge owing by Company to CRM.me or the applicable CRM.me Authorized Reseller is thirty (30) days or more overdue, CRM.me may, without limiting its other right and remedies, suspend services until such amounts are paid in full.
4.5. Audit Rights
Company shall maintain accurate records necessary to verify the number of Subscribed Users. Upon CRM.me's written request, Company shall provide CRM.me with such records within ten (10) business days. If Company has more Subscription Users than Company has paid for, Company shall immediately pay CRM.me the applicable additional Subscription fee.
4.6. Usage-Based Pricing
Certain features or services may be subject to usage-based pricing as specified in the Order Form. CRM.me will provide usage monitoring tools and notifications when approaching usage thresholds. Company is responsible for monitoring its usage and any charges incurred.
5. Confidentiality
5.1. Confidential Information Rights
Each party acknowledges that it acquires only the right to use the other party's Confidential Information under the terms and conditions of this Agreement and does not acquire any rights of ownership or title in the other party's Confidential Information. Each party will hold in confidence any Confidential Information received by it from the other and will protect the confidentiality of such with the same degree of care that it exercises with respect to its own information of like import.
5.2. Representatives and Obligations
Each party will only disclose Confidential Information to its employees, agents, representatives and authorized contractors (collectively "Representatives") having a need to know for the purposes of this Agreement. Each party will notify and inform such Representatives of each party's limitations, duties, and obligations regarding use, access to, and nondisclosure of Confidential Information and will obtain or have obtained its Representatives' agreements to comply with such limitations, duties, and obligations with regard to such Confidential Information no less restrictive than those contained herein. Each party is liable for all acts and omissions of the Representatives related to the other party's Confidential Information.
5.3. Exceptions and Notifications
Each party agrees to give notice to the other party immediately after learning of or having reason to suspect a breach of any of the proprietary restrictions set forth in this Section. In the event that a party is required to disclose Confidential Information pursuant to any applicable statute, regulation or order of a court of competent jurisdiction, that party will use commercially reasonable efforts to notify the other party of the required disclosure. Nothing in this Agreement will prohibit or limit the Receiving Party's use of information: (a) previously known to it without obligation of confidence, (b) independently developed by or for it without use of or access to the Disclosing Party's Confidential Information, (c) acquired by it from a third party that is not under an obligation of confidence with respect to such information, or (d) that is or becomes publicly available through no breach of this Agreement. The terms of this Agreement, Original Code and the structure, sequence and organization of the CRM.me Product are Confidential Information of CRM.me or its licensors.
6. General Representations and Warranties
6. General Representations and Warranties
CRM.me represents and warrants that: (a) it has the authority to enter into this Agreement with Company; and (b) to CRM.me's knowledge, CRM.me branded Software does not, at the time of delivery to Company, include malicious or hidden mechanisms or code for the purpose of damaging or corrupting the Software.
7. Disclaimer of Warranty
7. Disclaimer of Warranty
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS IS THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY CRM.me (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY CRM.me, ITS AFFILIATES, DEALERS, PARTNERS, AGENTS OR EMPLOYEES WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY PROVIDED HEREIN. CRM.me DOES NOT GUARANTEE OR WARRANT THAT THE USE OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE.
8. Limitation of Liability
8. Limitation of Liability
CRM.me WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT (INCLUDING LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA, OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER FOR BREACH OR IN TORT (INCLUDING NEGLIGENCE), EVEN IF CRM.me HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. CRM.me'S AGGREGATE LIFETIME CUMULATIVE LIABILITY FOR CLAIMS RELATING TO THIS AGREEMENT, WHETHER FOR BREACH OR IN TORT, WILL BE LIMITED TO THE AMOUNT PAID BY COMPANY TO CRM.me UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY. LIABILITY FOR DAMAGES WILL BE LIMITED AND EXCLUDED, EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING SHALL NOT LIMIT COMPANY'S PAYMENT OBLIGATIONS UNDER SECTION 4.
9. Mutual Indemnification
9.1.
Subject to the limitations in Section 8, CRM.me shall defend Company against any third party claim that the Software infringes such third party's U.S. patent, copyright, or trade secret ("Infringement Claim"), and indemnify Company from the resulting costs and damages awarded against Customer to the third party making such Infringement Claim, by a court of competent jurisdiction or agreed to in settlement; provided that Company (a) notifies CRM.me promptly in writing of such Infringement Claim, (b) grants CRM.me sole control over the defense and settlement thereof, and (c) reasonably cooperates in response to a CRM.me request for assistance. CRM.me will have the exclusive right to defend any such Infringement Claim and make settlements thereof at its own discretion, and Company may not settle or compromise such Infringement Claim, except with prior written consent of CRM.me.
9.2.
In the event that a court holds that the Software, or if CRM.me believes a court may hold that the Software, infringes the intellectual property rights of any third party, CRM.me may (but is not obligated to), in its sole discretion, do any of the following: (a) procure for Company the right to continue using the Software, (b) replace or modify the Software so that it becomes non-infringing while providing substantially equivalent performance or, (c) accept return of the Software, terminate this Agreement, and refund Company an amount equal to the license fees paid to CRM.me multiplied by the percentage of the term of the license for the Software that Company did not enjoy due to the early termination by CRM.me.
9.3.
CRM.me shall have no liability or obligation under this Agreement to the extent the alleged infringement is based on: (a) Modifications or derivative work of the Software developed by anyone other than CRM.me, (b) a combination of the Software with any product or service not provided by CRM.me, (c) use of the Software by Company is not strictly in accordance with this Agreement; or (d) indirect or willful infringement.
9.4.
This Section 9 states CRM.me's entire liability and Company's exclusive remedy for any infringement related to the Software.
10. Term and Termination
10.1. Term
Unless otherwise stated in the applicable Order Form, the initial term ("Effective Date") of this Agreement shall commence on the date CRM.me executes the applicable Order Form, and shall continue until the all Order Forms or Renewal invoices have expired or been terminated.
10.2. Termination
This Agreement may be terminated by a party for cause immediately if (a) the other ceases to do business, or otherwise terminates its business operations; or (b) the other materially breaches any material provision of this Agreement and fails to cure such breach within thirty (30) days of written notice describing the breach.
10.3. Effect of Termination
Upon termination of this Agreement by either party (a) the licenses granted under this agreement will be immediately revoked and CRM.me may immediately deactivate Company's account. No refunds of payment will be made unless termination of this Agreement is a result of a breach by CRM.me under Section 10.2, in which case Company will be entitled to a refund of the pro rata portion of fees associated with the remainder of the Subscription Term. Company understands and agrees that upon expiration of the Subscription Term or termination of the Agreement, whichever occurs first, the licenses granted under this Agreement will be immediately revoked and CRM.me may immediately deactivate Company's account. In no event shall any termination relieve Company of the obligation to pay any fees payable to CRM.me for the period prior to the Effective Date of termination.
10.4. Surviving Provisions
Company's obligation to make a payment of any outstanding, unpaid fees, the defined terms used in the Agreement and the terms of Sections 1.3, 2, 4, 5, 7, 8, 9, 10.4, 11, and 12 shall survive termination or expiration of this Agreement.
11. General Provisions
11.1. Export Compliance
Company may not download or otherwise export or re-export the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations.
11.2. Standard Marketing
Company agrees that CRM.me may reference Company as a customer of CRM.me. Company agrees to not use CRM.me's name or logo without prior written consent.
11.3. Notices
All notices shall be in writing and sent by first class mail or overnight mail, or transmitted by facsimile, to the addresses indicated on the Order Form or such other address as either party may indicate. Notices regarding this Agreement shall be in writing and addressed to Company at the address Company provides, or, in the case of CRM.me, to CRM.me Inc., Attention. General Counsel, 27 North Wacker Drive Suite 370 Chicago, IL 60606 USA.
11.4. Assignment
Company may not assign this Agreement without the prior written consent of CRM.me; provided that such consent shall not be required for assignment to a purchaser of all or substantially all of the assets or equity securities of Company who undertakes in writing to be bound by all the terms and conditions of this Agreement. Any prohibited assignment shall be null and void.
11.5. Relation of the Parties
CRM.me and Company are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
11.6. No Third-Party Beneficiaries
There are no third-party beneficiaries to this Agreement.
11.7. Governing Law
This Agreement shall be governed by the laws of the State of Illinois without giving effect to conflict of laws principles. The parties hereby consent to the exclusive jurisdiction of the state and federal courts located in Cook County, IL for resolution of any disputes arising out of this Agreement. The United Nations Convention for the International Sales of Goods shall not apply.
11.8. Force Majeure
Neither party hereto shall be in default hereunder by reason of its delay or failure to perform any of its obligations hereunder for any event, circumstance or cause beyond its control such as, but not limited to, acts of God, strikes, lockouts, general governmental orders or restrictions, war, threat of war, hostilities, revolution, acts of terrorism, riots, epidemics, fire, earthquake or flood. The performance of this Agreement shall then be suspended for as long as any such event shall prevent the affected party from performing its obligations under this Agreement.
11.9. Severability
If any part of this Agreement is held to be unenforceable, in whole or in part, such holding shall not affect the validity of the other parts of the Agreement.
11.10. Waiver
The waiver of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach.
11.11. Entire Agreement
This Agreement constitutes the entire agreement and supersedes all prior or contemporaneous oral or written agreements including emails and requests for proposals, regarding the subject matter hereof. The headings in this agreement are for reference purposes only, and shall not affect the meaning or construction of the terms and conditions of this Agreement. This agreement shall not be amended, unless in writing and signed by authorized representatives of both parties.
11.12. Service Levels
CRM.me will provide the Software with a minimum uptime of 99.9% measured monthly, excluding scheduled maintenance. Service credits will be issued for failure to meet this commitment as detailed in the Service Level Agreement (SLA) available at CRM.me's website.
12. Definitions
Copyleft License
means a software license that requires that information necessary for reproducing and modifying such software must be made available publicly to recipients of executable versions of such software (see, e.g., GNU General Public License and http://www.gnu.org/copyleft/).
Forked Software
means modifications to any open source version of the Original Code to develop a separately maintained source code program (a) with features not present in the Original Code or (b) where modifications to the Original Code are not automatically integrated with the Original Code.
License Control Mechanism
means functionality that reports the number of authorized Subscription Users, and provide CRM.me (and Authorized CRM.me Resellers, where applicable) with the ability to monitor certain usage of the Software.
Malicious Code
means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs.
Modifications
means any work based on or incorporating all or any portion of the Software, including, without limitation, modifications, enhancements and customizations to the Software.
Order Form
means a document for purchasing Subscriptions of CRM.me products and services. An Order Form is considered an attached exhibit to this agreement.
Original Code
means Software source code.
Subscription
means Company's right to use the Software for the Subscription Term, per the terms of the Agreement and any related Order Form(s).
Subscription Term
means the period of time which Company may access the applicable Software as set forth in an Order Form.
Subscription User
means an individual employee, contractor or agent of Company and its Affiliates authorized by Company to use the applicable Software for which a Subscription has been purchased and who has been given a user identification and password
AI-Generated Content
means any output, recommendations, or insights produced by the Software's artificial intelligence or machine learning features.
API
means the application programming interfaces provided by CRM.me for programmatic access to the Software's features and functionality.
Personal Data
means any information relating to an identified or identifiable natural person as defined under applicable privacy laws including GDPR and CCPA.