Master Subscription & Licensing Agreement
As part of the Service, CRM FREE will provide you with use of the Service, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the CRM FREE website incorporated by reference herein, including but not limited to CRM FREE's privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.
1. Privacy, Security & Disclosure
CRM FREE's privacy and security policies may be viewed at http://www.crm-free.com CRM FREE reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Note that because the Service is a hosted, online application, CRM FREE occasionally may need to notify all users of the Service (whether or not they have opted out of receiving emails) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that CRM FREE can disclose the fact that you are a paying customer.
2. Grant of License.
CRM FREE hereby grants, and the Customer accepts, a nonexclusive, license to use the Software in object code form and to access the System for Customer's internal business purposes during the Term of this agreement. The Customer shall not make copies of the System, the Software, the Documentation or any portion of the foregoing, nor shall Customer re-sell, loan, rent, pledge, assign, sub-license or otherwise transfer any of the foregoing except as otherwise expressly permitted pursuant to Section 17 hereof. The Customer may not create internet links or frame any content. The Customer may not use, download, save, modify, or distribute any of the System information, content, or interface screens except as otherwise provided in this Agreement. The Customer may not build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service. This is not a license to use any portion of the Software in source code form for any purpose. Customer acknowledges that CRM FREE has a valuable proprietary interest in the Software and related Documentation. Customer will not or be party to any attempt to disassemble, reverse engineer, decompile, use or obtain source code, develop any derivative works, or make any attempts to duplicate the software for personal use or for sale. This shall survive the termination of this agreement as defined in section 20. The Software is designed for use by insurance agents, brokers, and agencies for use with their employees. It is not intended for use for consulting companies or for use by anyone not directly employed by the Customer without written authorization. The Customer may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks. CRM FREE and its licensors make no representation that the Service is appropriate or available for use in locations other than the United States of America. If you use the Service from outside the United States of America you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States law is prohibited.
3. Customer Responsibilities.
The Customer is responsible for all activity occurring under your User accounts, shall abide by all applicable local, state, national laws and the terms of this agreement and conditions posted at CRM FREE's web site, which may be changed as needed. The customer will also provide an authorized contact person who will coordinate communication and make decisions during the implementation process, and post-implementation. The Customer will notify CRM FREE immediately of any unauthorized use, suspected breach of security or any copying or distribution of Content that is known or suspected by you or your Users. You agree to provide CRM FREE with complete and contact information. This information includes your legal name, street address, e-mail address, and telephone number. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, CRM FREE reserves the right to terminate your access to the Service and Customer Data.
4. Customer Data
CRM FREE does not own any data, information or material that you submit to the Service in the course of using the Service ("Customer Data"). You, not CRM FREE, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and CRM FREE shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. In the event this Agreement is terminated (other than by reason of your breach), CRM FREE reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment for paid versions. Upon termination for cause, your right to access or use Customer Data immediately ceases, and CRM FREE shall have no obligation to maintain or forward any Customer Data.
5. Intellectual Property Ownership
CRM FREE alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the CRM FREE Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the CRM FREE Technology or the Intellectual Property Rights owned by CRM FREE. The CRM FREE name, the CRM FREE logo, and the product names associated with the Service are trademarks of CRM FREE or third parties, and no right or license is granted to use them.
6. Third Party Interactions
During use of the Service, you may correspond with, purchase or order services from other third parties through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. CRM FREE and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. CRM FREE does not endorse any sites on the Internet that are linked through the Service. CRM FREE provides these links to you only as a matter of convenience, and in no event shall CRM FREE or its licensors be responsible for any content, products, or other materials on or available from such sites. CRM FREE provides the Service to you pursuant to the terms and conditions of this Agreement.
7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The charges will be equal to the current number of total User licenses requested times the User license fee currently in effect and any additional modules requested or installed. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. CRM FREE reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.
8. Data Storage
The maximum disk storage space is defined by the version selected and listed on our web site.
9. Billing and Renewal for Paid Versions
CRM FREE charges and collects in advance for use of the Service. CRM FREE will automatically renew and bill your credit card or issue an invoice to you (a) every month for monthly licenses, (b) every quarter for quarterly licenses, (c) each year on the subsequent anniversary for annual licenses, or (d) as otherwise mutually agreed upon. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless CRM FREE has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter, and any additional modules requested or installed. Fees for other services will be charged on an as-quoted basis. CRM FREE'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, excluding only United States (federal or state) taxes based solely on CRM FREE's income.
You agree to provide CRM FREE with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, CRM FREE reserves the right to terminate your access to the Service in addition to any other legal remedies.
If you believe your bill is incorrect, you must contact us in writing within 60 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.
10. Non-Payment and Suspension for Paid Versions
In addition to any other rights granted to CRM FREE herein, CRM FREE reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or CRM FREE initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that CRM FREE may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
CRM FREE reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that CRM FREE has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.
11. Termination for Cause
Any breach of your payment obligations or unauthorized use of the CRM FREE Technology or Service will be deemed a material breach of this Agreement. CRM FREE, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement. In addition, CRM FREE may terminate a free account at any time in its sole discretion. You agree and acknowledge that CRM FREE has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.
12. Mutual Indemnification
12.(a) You shall indemnify and hold CRM FREE, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CRM FREE (a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CRM FREE of all liability and such settlement does not affect CRM FREE's business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
12.(b) CRM FREE shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CRM FREE of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CRM FREE; provided that you (a) promptly give written notice of the claim to CRM FREE; (b) give CRM FREE sole control of the defense and settlement of the claim (provided that CRM FREE may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CRM FREE all available information and assistance; and (d) have not compromised or settled such claim. CRM FREE shall have no indemnification obligation, and you shall indemnify CRM FREE pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of your products, service, hardware or business process(s).
13. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. CRM FREE represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online CRM FREE help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.
14. Disclaimer of Warranties
CRM FREE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. CRM FREE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CRM FREE AND ITS LICENSORS.
15. Internet Delays
CRM FREE'S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CRM FREE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
16. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
CRM FREE may give notice by means of a general notice on the Service, electronic mail to your e-mail address on record in CRM FREE's account information, or by written communication sent by first class mail or pre-paid post to your address on record in CRM FREE's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to CRM FREE (such notice shall be deemed given when received by CRM FREE) at any time by letter delivered to CRM FREE at the following addresses: MSCC Corp., PO Box 68638, Schaumburg, IL 60168.
18. Modification to Terms
CRM FREE reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service. You are responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute your consent to such changes.
19. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of CRM FREE but may be assigned without your consent by CRM FREE to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of CRM FREE directly or indirectly owning or controlling 50% or more of you shall entitle CRM FREE to terminate this Agreement for cause immediately upon written notice.
This Agreement shall be governed by Illinois law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any 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 state and federal courts located in Illinois. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. 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. No joint venture, partnership, employment, or agency relationship exists between you and CRM FREE as a result of this agreement or use of the Service. The failure of CRM FREE to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by CRM FREE in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and CRM FREE and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.
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