CRM TEAM GLOBAL LIMITED APP TERMS AND CONDITIONS##This is an agreement between You (You) and CRM Team Global Limited, located at 1 Duckett’s Wharf (2nd Floor), South Street, Bishop’s Stortford, Hertfordshire, CM23 3AR, UK (CTGL) regarding Your use of the CTGL services.##By accessing or otherwise using the Service, You accept the terms of this agreement. If You do not agree to the terms of this agreement, do not access or use the Service.####App Terms and Conditions##1. License Grant & Restrictions##1.1. Subscription to the Service. Subject to the terms of this Agreement, CRM Team Global Limited (CTGL) hereby grants to You a non-sublicensable, non-transferable, non-exclusive subscription license for Your use of the Free Features (as described at https://flexpricer.com/vps (Flexpricer Page)) (Service) in accordance with the associated support documentation at https://flexpricer.com/support (Documentation) and solely for Your internal business purposes. CTGL and its affiliates (Affiliates) reserve all rights not expressly granted to You in this Agreement. Where at CTGL’s discretion a Premium Feature is made available via the Service, it remains a Premium Feature for all purposes other than the provision of the Service.####1.2. Additional Use. If you wish to allocate more seats to the users of the Service authorized by you (Users) than those provisioned initially, you should contact us using the contact details on the Flexpricer Page. If You wish to use our Premium Features and/or Premium Bundles (see https://flexpricer.com/pricing), You should contact CTGL. Any provision will be at CTGL’s option and on the terms of its standard MSA (MSA) in return for payment of the applicable fees and subject to limitations in relation to the number of licensed seats that are available to You. You will continue to have access to the Service but on the terms of the MSA and subject to the limitations. Upon termination of the MSA, You may only use Free Features and on these terms (as varied pursuant to Section 5).####1.3. Restrictions. 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 CTGL; (ii) transfer, distribute or otherwise commercially exploit or make the Service, CTGL’s system (CTGL System) or content (Content) available to any third party not authorised by CTGL; (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 CTGL System; (vi) interfere with or make use of the Service in any manner not consistent with the Documentation; (vii) upload to the Service 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.####1.4. Your Responsibilities. You shall: (i) use commercially reasonable efforts to prevent unauthorised access to, or use of, the Service, and will notify CTGL promptly of any unauthorised use of any password or account or any other known or suspected breach of security; (ii) report to CTGL 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; (iii) not impersonate another Service user or provide false identity information to gain access to or use the Service; and (iv) implement and configure the Service and obtain such technology as is necessary to Your use of the Service 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. CTGL has no control over, and is not liable for, performance issues or downtime of the Service to the extent caused by such third parties. You are solely liable and responsible for the results and outcomes of Your use of the Service.######2. Compliance with Laws##2.1. 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.####3. Intellectual Property Ownership##3.1. CTGL. CTGL and its Affiliates own all rights, title and interest, including all related Intellectual Property Rights, in and to the CTGL System, the Content and the Service, the contact details of your Users (User Details) and any suggestions, ideas, enhancement requests, feedback, or recommendations provided by You relating to the Service. The CTGL name, the CTGL logo, and the product names and logos associated with the Service are trademarks of CTGL or its Affiliates.##3.2. Customer. You retain all right, title and interest in and to information provided, made available, or submitted by You to the Service or retrieved by the Service from another source as directed by You (Customer Data). You grant to CTGL the necessary licenses and rights to Customer Data solely as necessary for CTGL to provide the Service to You. CTGL will not use or access any Customer Data except as necessary to provide the Service or any support offered by CTGL in relation to the Services. 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 grant to CTGL a non-exclusive, perpetual, worldwide license to use to your company name, logo and website URL in CTGL’s marketing materials and for its promotional purposes. You permit CTGL to use details of the numbers of user seats allocated by you in relation to the Service for the same purposes.####4. Term##Where the Flexpricer Page specifies that your right to use a Free Feature is for a fixed period, your rights will expire automatically at the end of that period. ####5. Variation##Free Features (including the Premium Features included by CTGL as Free Features from time to time) are offered entirely at CTGL’s discretion and may be withdrawn or varied by CTGL at any time and without notice. CTGL may vary these terms at its discretion but will endeavour to provide You with 30 days’ notice of material changes by email, using the email address provided by You during installation. ####6. Representations & Warranties##6.1. Mutual Warranty. Each party represents and warrants that it has the legal power and authority to enter into this Agreement.##6.2. 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.####7. Disclaimer of Warranties##EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CTGL 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 CTGL AND ITS AFFILIATES.####8. Mutual Indemnification##8.1. Your Indemnity. You shall indemnify and hold CTGL, 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 CTGL 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.##8.2. CTGL’s Indemnity. If any action is instituted by a third party against You based upon a claim that the Service, as provided, infringes copyright, registered patent or trademark, CTGL shall indemnify and hold You 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. In addition, CTGL may, at its option terminate this Agreement and Your access to the Service. CTGL 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 CTGL’s prior written consent, or (ii) in combination with any other service, equipment, software or process not provided by CTGL where the combination is the basis for the infringing activity. THIS SECTION SETS FORTH THE ENTIRE OBLIGATION OF CTGL AND YOUR EXCLUSIVE REMEDY AGAINST CTGL OR ANY OF ITS SUPPLIERS FOR ANY INFRINGEMENT CLAIM.##8.3. Procedure. A party seeking indemnification under this Section 8 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.####9. Confidentiality.##9.1. 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”).##9.2. 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 9.2. 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. ##9.3. Exceptions. The Receiving Party’s obligations under Section 9.2 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 9.3(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 9.##9.4. 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 9.4. 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.####10. Export & Anti-Corruption##The Services, Content, other technology CTGL 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 CTGL’s employees or agents in connection with this Agreement. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify CTGL’s legal department at legal@crm.team.####11. 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 provided that either party may enforce any judgement of the English courts in the courts of any jurisdiction. 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 CTGL. 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 the information on the Flexpricer Page, comprises the entire agreement between You and CTGL and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. 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 CTGL will be delivered to 1 Duckett’s Wharf (2nd Floor), South Street, Bishop’s Stortford, Hertfordshire, CM23 3AR, UK. 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 an event outside the reasonable control of that party. You acknowledge and agree that CTGL 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.
