CRM SuperStars Master Subscription Agreement

PLEASE SCROLL DOWN AND READ CAREFULLY ALL TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT (THIS “AGREEMENT”) BEFORE USING THE SOFTWARE DEFINED HEREIN AS THE “SERVICE”.

BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE INSTALLATION, BY DOWNLOADING THE SOFTWARE, SIGNING AN ORDER FORM REFERENCING THESE TERMS, OR PAYING AN INVOICE WITH THESE TERMS YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE SERVICES (DEFINED BELOW) OFFERED BY SUCCESSTRICS UK LIMITED T/A CRM SUPERSTARS AND YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “CUSTOMER”, “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY OR INDIVIDUAL. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE “I DECLINE” BUTTON, DO NOT INSTALL THE SERVICE, AND YOU MAY NOT USE THE SERVICE. THIS AGREEMENT IS EFFECTIVE WHEN CUSTOMER CLICKS “I ACCEPT” OR CUSTOMER DOWNLOADS OR BEGINS USING THE SERVICE, WHICHEVER IS EARLIER, AND THEN WILL BECOME COTERMINOUS WITH THE SUBSCRIPTION PERIOD THEREAFTER (“EFFECTIVE DATE”).

The Service

This Agreement governs Your use of the software solutions owned by Successtrics UK Limited registered in England company number 07894660 (“CRM SuperStars”) or an Affiliate, and is identified in an Order Form or invoice and Exhibits B (collectively the “Service”). You agree that Your subscription to the Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by CRM SuperStars regarding future functionality or features.

1.    License Grant & Restrictions

• Subscription to the Service. Subject to the terms of this Agreement, CRM SuperStars hereby grants to You a non-sublicensable, non- transferable (except as provided in Section 14), non-exclusive subscription license for Your use of the Service by the quantity of subscription Users (and/or up to the volume of Service Events) as specified in an associated Order Form or invoice, in accordance with the Documentation and solely for Your internal business purposes. User subscription licenses are for designated Users and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Service. CRM SuperStars and its Affiliates reserve all rights not expressly granted to You in this Agreement. You may allow Your Affiliates access and use of the Service. You are solely liable and responsible for Your Affiliates’ access and use of the Service and compliance with the terms and conditions of this Agreement.

• Additional Use. If You wish to add additional Users or increase the number of authorised Service Events (“Additional Use”), You should contact CRM SuperStars and CRM SuperStars shall make the Service available for the Additional Use on the terms and conditions set forth in this Agreement. With respect to Additional Use: (i) the term of any additional Users’ access to the Service will be coterminous with the pre-existing subscription term (either Initial Term or renewal term) and all other terms of this Agreement, and (ii) You will be responsible for any additional fees for any Additional Use exceeding the authorised number of Users or Service Events.

• You shall not (i) license, sublicense, sell, resell, use as a service bureau, or otherwise use the Service for a third party’s benefit unless authorised by CRM SuperStars; (ii) transfer, assign (except as provide in Section 14), distribute or otherwise commercially exploit or make the Service, CRM SuperStars’s System or Content available to any third party not authorised by CRM SuperStars; (iii) modify or make derivative works based upon the Service or the Content; (iv) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; (v) reverse engineer or decompile the Service or CRM SuperStars System; (vi) interfere with or make use of the Service in any manner not consistent with the Documentation, (vii) upload Customer Data to the Service that contains any viruses or programming routines, macros, or other elements that may damage, surreptitiously intercept or expropriate any system, data or personal information or (viii) access the Service for purposes of monitoring its availability, penetration or security testing, or any benchmarking or competitive purposes.

• Your Responsibilities. You shall: (i) use commercially reasonable efforts to prevent unauthorised access to, or use of, the Service, and will notify CRM SuperStars promptly of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to CRM SuperStars promptly and use reasonable efforts to stop immediately any unauthorised copying or distribution of Content that is known or suspected by You or Your Users; and (iii) not impersonate another Service user or provide false identity information to gain access to or use the Service.

2.    Compliance with Laws

• You are responsible for all activity occurring under Your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data.

• CRM SuperStars shall abide by English laws, treaties and regulations in connection with providing the Service, including those related to data privacy, international communications, and the transmission of technical or personal data.

3.    Security, Customer Data, Support and Service Levels

• CRM SuperStars will provide the support and service levels described in Exhibit A. Exhibit B applies only to the Services identified in the respective exhibit and only apply to You when purchased by You and identified in an Order Form or invoice.

• CRM SuperStars has implemented and will maintain Appropriate Security Measures based upon industry best practices and feedback from third-party audits. Audit reviews and summary results and any recommended action items will be made available upon written request by You. CRM SuperStars may, from time to time, update security procedures but will not materially reduce the procedures during the term of the Agreement.

4.    Intellectual Property Ownership

• CRM SuperStars. CRM SuperStars and its Affiliates own all rights, title and interest, including all related Intellectual Property Rights, in and to the CRM SuperStars System, the Content and the Service, and any suggestions, ideas, enhancement requests, feedback, or recommendations provided by You relating to the Service. The CRM SuperStars name, the CRM SuperStars logo, and the product names and logos associated with the Service are trademarks of CRM SuperStars or Affiliates.
• You retain all right, title and interest in and to the Customer Data. You grant to CRM SuperStars the necessary licenses and rights to Customer Data solely as necessary for CRM SuperStars to provide the Service to You. CRM SuperStars will not use or access any Customer Data except as necessary to provide the Service or Support Services.

5.    Fees & Billing

• Fees for the Service are described in an associated CRM SuperStars Order Form or invoice. Any renewal fees will be based on CRM SuperStars’s then-current fees, unless otherwise stated in an Order Form. All fees due are payable in Pounds Sterling unless otherwise stated in an Order Form. CRM SuperStars’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties, where chargeable.

• Billing and Payment. CRM SuperStars issues invoices on or about the subscription start date for the Initial Term. CRM SuperStars may issue invoices for subsequent renewals up to 60 days prior to the anniversary of the subscription start date. Fees shall be paid annually in advance. Unless otherwise stated on an Order Form, fees are due net 30 days from the invoice date. You are responsible for providing complete and accurate billing and contact information and notifying CRM SuperStars of any changes to such information. All payment obligations are non-cancellable, and all amounts paid are non-refundable, except as expressly set forth in the Agreement. If You add additional Users to the Service, allow use of the Service by more than the paid-for number of Users, or utilise Service Events in excess of the allowance associated with Your subscription, CRM SuperStars will invoice You for the additional applicable fees at the same rate for the current term.

6.    Term

This Agreement commences on the Effective Date and will continue for an initial term of 1 year (“Initial Term”) or the length specified in the initial Order Form, from the subscription start date specified in the associated Order Form. Upon the expiration of the Initial Term, this Agreement and the associated Order Forms will automatically extend for successive terms of 1 year, provided that either party may terminate this Agreement or reduce the number of Users or Service Events, effective upon the expiration of the Initial Term or then-current term, by notifying the other party in writing at least 30 days prior to the expiration of the Initial Term or then-current term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination, or the number of days stated on a trial Order Form shall constitute notice of termination.

7.    Professional Services

From time to time, You may purchase professional services from CRM SuperStars relating to installation, training, implementation, or configuration of the Service (“Professional Services”). Professional Services performed by CRM SuperStars, and the applicable fees for such Professional Services, shall be governed by a statement of work or an Order Form which identifies non-subscription Professional Services, under the terms of this Agreement.

• Scheduling Services. You and CRM SuperStars shall cooperate to promptly schedule the Professional Services. In the event You request changes to or cancel the agreed-upon schedules, You may be charged a reschedule fee equal to 5% percent of the applicable fees specified in the statement of work. You will be invoiced for Professional Services provided in the performance of a statement of work. CRM SuperStars invoices weekly for Professional Services.
• Travel Expenses. You agree to pay reasonable travel expenses associated with all Professional Services. Such travel expenses will be reimbursed to CRM SuperStars by You as follows:
  • Meals shall be reimbursed at the actual cost. Meals may be invoiced for each day Professional Services are provided in the performance of a statement of work. CRM SuperStars will provide You a copy of receipts substantiating meal expenses.
  • Hotel Expenses shall be reimbursed at the actual cost. CRM SuperStars will use Your recommended hotels and preferred rates if provided by You. CRM SuperStars will provide You a copy of receipts substantiating hotel expenses.
  • Air travel expenses shall be reimbursed at actual cost. CRM SuperStars will book non-refundable, advance, non-stop fares when available. Air travel will be booked by CRM SuperStars only upon Your written confirmation of the schedule. In the event You request changes to the schedule after providing confirmation You will be responsible for reimbursing the air fare and any additional fare difference or change fees incurred by CRM SuperStars. CRM SuperStars will provide You a copy of receipts substantiating air travel expenses.
  • Rental car expenses shall be reimbursed at actual cost of the rental including fuel consumed and full insurances. CRM SuperStars will reserve standard 4 door class vehicles. CRM SuperStars will provide You a copy of receipts substantiating rental car expenses.
  • Public transportation, including taxi, subway, and rail shall be reimbursed at actual costs. CRM SuperStars will provide You a copy of receipts substantiating public transportation costs provided such costs exceed £5.00 per occurrence.

• Work Product. CRM SuperStars shall hold all rights, title, and interest, including but not limited to patents, patent applications, copyright, trademarks, trade secrets, and/or similar protection, in and to all documents, drawings, manuals, notebooks, reports, sketches, records, computer programs and the like (“Work Product”) provided or created during the performance of Professional Services. Work Product shall not include Customer Data.

• CRM SuperStars agrees to grant to You a perpetual, worldwide, nonexclusive, non-sublicensable, non-transferable, non-assignable (except as provided in Section 14), fully paid up, limited, license to use the Work Product with the Service. Unless otherwise expressly provided in any applicable statement of work You are granted no title or rights of ownership in the Work Product.

• Professional Services Warranty. CRM SuperStars warrants that the Professional Services delivered will substantially conform to the deliverables specified in the applicable statement of work. If Professional Services do not substantially conform to the deliverables You shall notify CRM SuperStars of such non-conformance in writing, within 10 days from completion of Professional Service, and CRM SuperStars shall promptly repair the non-conforming deliverables. THE EXPRESS WARRANTIES FOR THE PROFESSIONAL SERVICES SPECIFIED IN THIS SECTION ARE EXCLUSIVE AND TAKE THE PLACE OF AND SUPERSEDE ALL OTHER WARRANTIES, EXPRESS OR IMPLIED INCLUDING WARRANTIES OF SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.    Suspension & Termination

If You are in breach of this Agreement due to non-payment, CRM SuperStars may suspend Your access to and use of the Service until You have cured the breach. CRM SuperStars will provide at least 15 days’ notice prior to any such suspension. Additionally, either party may terminate this Agreement upon written notice to the other party if the other party materially breaches the Agreement and does not cure such breach within 30 days after written notice of such breach. Upon the expiration or termination of this Agreement for any reason: (a) any amounts owed to CRM SuperStars by You under this Agreement before such termination will become immediately due and payable except where this Agreement is terminated by You in accordance with this paragraph due to CRM SuperStars’s uncured breach then CRM SuperStars will refund You prepaid fees prorated from the effective date of termination, and (b) CRM SuperStars will terminate Your access to or use of the Service. The rights and duties of the parties under Sections 4, 5, 7-14, and 17 will survive the termination or expiration of this Agreement. In no event will termination relieve You of Your obligation to pay any fees payable to CRM SuperStars for the period prior to the effective date of termination.

9.    Representations & Warranties

• Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
• Data Warranty. You represent and warrant that You own or have obtained all rights, consents, permissions, or licenses necessary to allow the Service access to, or possession, manipulation, processing, or use of the Customer Data and User Details.
• Service Warranty. CRM SuperStars warrants that the Service will perform in all material respects with the Product Specifications.

10.  Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CRM SUPERSTARS AND ITS AFFILIATES MAKE NO WARRANTY OF ANY KIND AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS, AS-AVAILABLE” BASIS. ALL OTHER IMPLIED OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CRM SUPERSTARS AND ITS AFFILIATES.

11.   Mutual Indemnification

• Your Indemnity. You shall indemnify and hold CRM SuperStars, its Affiliates, and each such party’s parent organisations, subsidiaries, officers, directors, employees, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) arising out of, or in connection with a third party infringement or similar claim due to CRM SuperStars System’s or the Service’s access to, or possession, manipulation, processing, or use of the Customer Data or User Details as is necessary to provide the Service.

• CRM SuperStars’s Indemnity. If any action is instituted by a third party against You based upon a claim that the Service, as provided, infringes a copyright, registered patent or trademark, then CRM SuperStars shall indemnify and hold You, Your Affiliate’s and each such party’s parent organisations, subsidiaries, officers, directors, employees, and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including reasonable legal fees and costs) arising out of, or in connection with a claim and will defend such action at its own expense on behalf of You and will pay all damages attributable to such claim which are finally awarded against You or paid in settlement of such claim. CRM SuperStars may, at its option and expense, and in addition to defending You as set forth in this section: (a) procure for You the right to continue using the Service; (b) replace or modify the Service so that it is no longer infringing but continues to provide comparable functionality; or (c) terminate this Agreement and Your access to the Service and refund any amounts previously paid for the Service attributable to the remainder of the then-current term of this Agreement. CRM SuperStars will have no liability to You for any infringement action that arises out of a breach of the terms and conditions of this Agreement by You or of the use of the Service (i) after it has been modified by You or a third party without CRM SuperStars’s prior written consent, or (ii) in combination with any other service, equipment, software or process not provided by CRM SuperStars where the combination is the basis for the infringing activity. THIS SECTION SETS FORTH THE ENTIRE OBLIGATION OF CRM SUPERSTARS AND YOUR EXCLUSIVE REMEDY AGAINST CRM SUPERSTARS OR ANY OF ITS SUPPLIERS FOR ANY INFRINGEMENT CLAIM.

• A party seeking indemnification under this Section 11 will (a) give written notice of the claim promptly to the other party; (b) give the other party sole control of the defense and settlement of the claim; and (c) provide to the other party all available information and assistance.

12.  Insurance; Limitations of Liability

• During the term of the Agreement, CRM SuperStars will, at its cost, maintain industry standard insurance coverages, including, public liability insurance (not less than £1m), employers liability insurance (not less than £10m), and professional indemnity insurance (not less than £1m). All policies will be written by reputable UK insurance carriers.

• EXCEPT IN RESPECT OF DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE, A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, BREACH OF ITS OBLIGATIONS IN SECTION 13, GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, NEITHER PARTY’S NOR THEIR AFFILIATES’ LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S OR ITS AFFILIATES’ AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE 24 MONTHS PRECEDING THE FIRST INCIDENT. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION 5.

• EXCEPT IN RESPECT OF DEATH OR PERSONAL INJURY CAUSED BY THAT PARTY’S NEGLIGENCE, A PARTY’S GROSS NEGLIGENCE, FRAUD, OR WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER SPECIAL DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF REVENUE, PROFITS, DATA, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, OR THIS AGREEMENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, TO THE MAXIMUM EXTENT ALLOWABLE BY APPLICABLE LAW.

• TRIAL PERIOD LIMITATION OF LIABILITY. THIS SECTION 12.4 SUPERSEDES ANY OTHER INDEMNIFICATION, LIMITATION OF LIABILITY, SECTION 12.2, AND 12.3 FOR YOU IF THESE TERMS ARE AGREED UPON FOR A FREE TRIAL. THIS SECTION DOES NOT APPLY TO PAID SUBSCRIPTIONS AND SHALL NOT APPLY ONCE A FREE TRIAL BECOMES A PAID SUBSCRIPTION. IN NO EVENT SHALL CRM SUPERSTARS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS, DATA, OR DATA USE, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, EVEN IF CRM SUPERSTARS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL CRM SUPERSTARS’S TOTAL LIABILITY TO YOU UNDER THIS AGREEMENT FOR ALL DAMAGES EXCEED THE AMOUNT OF £500.

13.  Confidentiality.

• Confidential Information. Each party (the “Disclosing Party”) may from time to time disclose to the other party (the “Receiving Party”) certain information regarding the business, products, or services of the Disclosing Party and its suppliers, including technical, marketing, financial, employee, planning, Customer Data, User Details, and other confidential or proprietary information, including information that the Receiving Party knew or should have known, under the circumstances, was considered confidential or proprietary by the Disclosing Party (“Confidential Information”).

• Protection of Confidential Information. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than exercising its rights or exercising its obligations under this Agreement, and will disclose the Confidential Information of the Disclosing Party only to the employees or contractors of the Receiving Party who have a need to know such Confidential Information for purposes of the Agreement and who are under a duty of confidentiality no less restrictive than the Receiving Party’s duty under this Section 13.2. The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorised use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. In the case of CRM SuperStars, including maintaining Appropriate Security Measures.

• The Receiving Party’s obligations under Section 13.2 with respect to any Confidential Information of the Disclosing Party will not apply if such information: (a) was already known to the Receiving Party without restriction at the time of disclosure by the Disclosing Party; (b) was disclosed to the Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of the Receiving Party has become, generally available to the public; or (d) was independently developed by the Receiving Party without access to, or use of, the Disclosing Party’s Confidential Information. In addition, the Receiving Party will be allowed to disclose Confidential Information of the Disclosing Party to the extent that such disclosure is (i) approved in writing by the Disclosing Party; (ii) necessary for the Receiving Party to enforce its rights under the Agreement in connection with a legal proceeding; or (iii) required by law or by the order of a court of similar judicial or administrative body, provided that the Receiving Party notifies the Disclosing Party of such required disclosure promptly and in writing and cooperates with the Disclosing Party, at the Disclosing Party’s request and expense, in any lawful action to contest or limit the scope of such required disclosure. Disclosure pursuant to Section 13.3(iii) shall not render Confidential Information as non-confidential or remove such Confidential Information from the obligations of the confidentiality obligations set forth in this Section 13.

• Return of Confidential Information. The Receiving Party will return to the Disclosing Party or use reasonable efforts to destroy all Confidential Information of the Disclosing Party in the Receiving Party’s possession or control promptly upon the written request of the Disclosing Party upon the expiration or termination of the Agreement. The Receiving Party will certify in writing signed by an officer of the Receiving Party that it has fully complied with its obligations under this Section 13.4. Notwithstanding the foregoing, the Receiving Party may retain a limited number of electronic backup copies of Confidential Information as are automatically created and retained by the Receiving Party’s standard backup processes and systems. The Receiving Party shall comply with its nondisclosure obligations under this Agreement with regard to such copies and shall destroy them in accordance with Receiving Party’s normal destruction processes.

14.  Assignment & Change in Control

This Agreement may not be assigned by either party without the prior written approval of the other party, (such approval not to be unreasonably withheld) except in connection with (i) a merger, consolidation, or similar transaction involving (directly or indirectly) a party, (ii) a sale or other disposition of all or substantially all of the assets of a party, or (iii) any other form of combination or reorganisation involving (directly or indirectly) such party. Any purported assignment in violation of this section shall be null and void and have no effect.

15.  Subscription Through Third party

CRM SuperStars authorises certain third parties to resell CRM SuperStars Services (“Resellers”). Your use of the Service purchased through a Reseller is governed solely and exclusively by this Agreement except for subscription term, payment, fees, and delivery terms that are contracted directly between You and Reseller. By purchasing through a Reseller, You expressly agree to abide by this Agreement, as may be updated from time to time except where Reseller is authorised by CRM SuperStars to contract for use of the Service.

16.  Export & Anti-Corruption

The Services, Content, other technology CRM SuperStars makes available, and derivatives thereof may be subject to export laws and regulations of the United Kingdom and other jurisdictions. Each party represents that it is not named on any UK government Financial Sanctions Target list. You shall not permit Users to access or use any Service or Content in a UK embargoed country or in violation of any UK export law or regulation. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of CRM SuperStars’s employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify CRM SuperStars’s legal department at [email protected].

17.   General

This Agreement shall be governed by English law without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts located in England, United Kingdom. In the event of a conflict between the terms in the main body of this Agreement and the terms in any CRM SuperStars Order Form, the Order Form will prevail and control. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. The parties are independent contractors and this Agreement does not create any joint venture, partnership, employment, or agency relationship between You and CRM SuperStars. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of that or any future right or provision unless acknowledged and agreed to by the other party in writing. This Agreement, together with any associated CRM SuperStars Order Form or invoices, comprises the entire agreement between You and CRM SuperStars and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein, including any previously executed electronic version of a CRM SuperStars subscription agreement, commonly known as a clickthrough or end user license agreement. THE PARTIES ACKNOWLEDGE AND AGREE THAT ANY TERMS OR CONDITIONS ISSUED IN A PURCHASE ORDER OR OTHER FORM TO CRM SUPERSTARS SHALL HAVE NO FORCE OR EFFECT AND THOSE TERMS ARE FOR PAYMENT PROCESSING PURPOSES ONLY AND ARE EXPRESSLY REJECTED BY BOTH PARTIES RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT. All notices, required or permitted under this Agreement must be delivered in writing by courier, email or by special delivery post or registered post (postage prepaid and return receipt requested) to the other party. Notice hereunder will be effective (a) upon receipt or 3 days after being posted as required above with the postal authority of the receiving party’s country, whichever occurs sooner, or (b) if delivered by email, upon receipt of the email. Any notice to CRM SuperStars will be delivered to Successtrics UK Limited, 1 Duckett’s Wharf (2^nd Floor), South Street, Bishop’s Stortford, Hertfordshire, CM23 3AR, UK or [email protected]. Any delay in or failure of performance by either party under this Agreement will not be considered a breach of this Agreement and will be excused to the extent caused by any Force Majeure. This Agreement may be signed by facsimile or electronic signature, and/or in counterparts, each of which will constitute an original, but all of which together will constitute the same instrument. You acknowledge and agree that CRM SuperStars may, from time to time, rebrand or rename the Service including, but not limited to, domain names, software titles, User subscription classifications and website names. Any such rebranding or renaming shall not affect the Service functionality or level of subscriptions in a signed Order Form.

18.  Definitions

As used in this Agreement the following terms have these meanings:

“Affiliate” means any entity (now existing or hereafter formed or acquired), which, directly or through one or more intermediaries, controls, is controlled by, or is under common control with, another entity. Ownership of fifty percent (50%) or more of the voting shares, membership interests, partnership interests, or other equity of an entity shall be deemed to be in control over such entity.

“Appropriate Security Measures” means commercially reasonable technical, physical, and procedural controls to (i) protect Customer Data, and User Details against destruction, loss, alteration, unauthorised disclosure to third parties, and unauthorised access by employees or contractors employed by CRM SuperStars, and (ii) prevent the introduction of Malicious Code into the Service and Content.

“CRM SuperStars System” means the hardware, software, network equipment, and other technology used by CRM SuperStars to deliver the Service, and any other of CRM SuperStars’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by CRM SuperStars in providing the Service.

“Content” means the visual information, documents, software, products and services contained or made available to You in the course of using the Service, other than the Service itself, Customer Data and User Details.

“Customer Data” means any information (including without limitation personally identifiable information) provided, made available, or submitted by You to the Service or retrieved by the Service from another source as directed by You other than User Details.

“Documentation” means CRM SuperStars’s published documentation, knowledge base articles and other content, and technotes that are generally made available by CRM SuperStars to all customers, including without limitation the materials located at support.crmsuperstars.com.

“Force Majeure” means events or circumstances beyond a party’s reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labour problems (other than those involving CRM SuperStars’s employees), telecommunications or network failures or delays, service or computer failures involving services, hardware, or software not within CRM SuperStars’s possession or reasonable control, and acts of vandalism (including network intrusions and denial of service attacks).

“Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.

“Order Form” means a CRM SuperStars order form signed by authorised representatives of each party describing the services purchased, associated fees, and other terms agreed to by the parties.

“Product Specifications” means the published description of the Service tier 1 functionality available at www.crmsuperstars.com.

“Salesforce.com Service” means the service provided by salesforce.com to which You must be a subscriber in order to obtain the Service.

“Service Event” means the programmatic or manual execution of a single triggered, batched, scheduled connection to a CRM SuperStars URL as required by the Service described in Exhibits B.

“Service Schedule” means an applicable CRM SuperStars service schedule containing terms and conditions specific to a particular Service. Service Schedules are attached in Exhibits B.

“User(s)” means Your named employees, representatives, consultants, contractors, partners, or agents who are authorised to use the Service by You through the Salesforce LMA (License Management Application) or the user management facility of the Service.

“User Details” means basic information collected by CRM SuperStars about Your Users authorised by You to use the Service which is used for subscription management, activity logging, communications to Users by CRM SuperStars, and technical support purposes.

Exhibit A

CRM SuperStars Service Level Agreement

This Service Level Agreement (“SLA”) details CRM SuperStars’s commitments in relation to: Service availability and performance, support services and problem resolution, and remedies.

1. Definitions

“Business Hours” shall mean, except for recognised national holidays in the region:

EMEA: 9 a.m. to 5 p.m., Monday through Friday based out of London, United Kingdom.

 “Support Services” means technical support assistance provided by CRM SuperStars personnel to Your designated administrators for problem resolution, bug reporting, and technical assistance, which, in each case, is related to a Service Level Incident. “Service Level Incident” means a reproducible non-conformity in the Service causing the Service to not operate in substantial conformance with the Product Specifications.

2. Support Services and Problem Resolution

If You have paid CRM SuperStars all applicable fees due, CRM SuperStars will provide Support Services to Your administrator(s) during Business Hours in the English language. To receive Support Services, You may submit a case at http://support.crmsuperstars.com, telephone one of the CRM SuperStars offices, or use any other support channel listed in-app or listed on the CRM SuperStars website Support page during the specified Business Hours for that office. Basic Support Services will be based on this Exhibit A unless paid support is stated in an associated Order Form or invoice for the current subscription term. If you contact CRM SuperStars outside of the Business Hours for Your region CRM SuperStars may provide support from another region. Business Hours for You are determined by Your headquarters address provided by You to CRM SuperStars. If 24/7 support is available to You it will be provided only through the telephone numbers below if outside of Business Hours. Telephone support numbers are used to submit cases on Your behalf and support is provided via a returned call from CRM SuperStars’s support team. Basic support includes a total of 2 hours of live support for the subscription term.

Telephone Support Numbers:

Americas:         +1 (646) 844 2761

EMEA:             +44 (0)1279-882290

Problem Response and Resolution CRM SuperStars will address Service Level Incidents in accordance with the schedule below.

Problem Severity Level Response Time Resolution Time

You acknowledge that the Service is dependent on Your implementation and configuration of the Service and the availability and performance of technology from third-party software and hardware vendors including but not limited to salesforce.com, Salesforce AppExchange products and custom applications and the providers of Internet browsers. CRM SuperStars has no control over, and is not liable for, performance issues or downtime of the Service to the extent caused by such factors.

Encryption Gateways and associated third party technology that require any re-direction of CRM SuperStars-to-Salesforce connections are not eligible for Support Services. You may utilise such encryption solutions solely at your own risk.

Exhibit B

FlexPricer Service Schedule

In this Service Schedule, the term “Service” when by itself, refers to FlexPricer CPQ for Salesforce (“FlexPricer”). If You are purchasing subscriptions to FlexPricer, then the terms of this Service Schedule apply.

1.    FlexPricer Service Overview

1. All access and interactions between Your Salesforce.com Service users, the Service and Your Salesforce.com Service account are managed exclusively by You through Your Salesforce.com Service administration and security settings
2. The FlexPricer Service offered by CRM SuperStars is a software solution that presents, edits and manipulates Your data in Your Salesforce.com Service instance in a more rich, meaningful, easy-to-use manner.
3. The FlexPricer Service does not store any Customer Data
4. From time-to-time, and in accordance with the enhanced privacy policy as displayed on https://www.crmsuperstars.com/privacy-policy-enhanced and any app-specific privacy policy displayed within the app’s Settings page, the FlexPricer Service may submit data for support and analytical purposes to CRM SuperStars
5. Support email address for FlexPricer Service is [email protected]

2.    The Service

1. CRM SuperStars does not host or operate the Service, rather the Service is provided by CRM SuperStars as software installed within Your Salesforce.com Service instance.
2. The concept of Service Events do not apply to the Service

3.    Your Responsibilities

You are responsible for disabling or enabling Service features using the Service’s settings page that grants and/or removes features and functionality either globally, per Salesforce Security Profile or even per User. You are responsible for managing the Users within the Salesforce Security Profiles. You are responsible for understanding the Service’s features that are granted or disabled either globally or on a per Security Profile basis.

4.    Customer Data

The Service does not store Customer Data. You acknowledge that when You use the Service, you can make permanent changes and edits to Your data in Your Salesforce.com Service instance, including mass updates and mass deletions, just as you can do directly through Your Salesforce.com Service. You are solely liable and responsible for the results and outcomes of Your use of the Service.