Terms of Service - Master Subscription Agreement####Terms of Service (AGB)####THIS AGREEMENT CONTAINS THE TERMS OF CLOUD CONSULTING GROUP GMBH (“CCG”) AND APPLIES TO ALL CCG ON-DEMAND SERVICES ON SALESFORCE.COM AND/OR FORCE.COM. BY SIGNING THIS AGREEMENT OR BY CLICKING THE “I ACCEPT” BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE “AGREEMENT”) GOVERNING YOUR USE OF ALL CCG’S ON-DEMAND SERVICES, INCLUDING OFFLINE COMPONENTS (COLLECTIVELY “CCG ON-DEMAND SERVICES”). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT SIGN THIS AGREEMENT OR MUST SELECT THE “I DECLINE” BUTTON AND MAY NOT USE THE CCG ON-DEMAND SERVICE.####Welcome##As part of the CCG On-Demand Services, CCG will provide you with use of it’s On-Demand Services, including a browser interface and data encryption, transmission, access and storage. Your registration for, or use of, the CCG On-Demand Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the CCG website incorporated by reference herein, including but not limited to CCG privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.####1. Privacy & Security; Disclosure##CCG reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical CCG On-Demand Service-related communications from CCG from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Personal Setup. Note that because the CCG On-Demand Service is a hosted, online application, CCG occasionally may need to notify all users of the CCG On-Demand Service (whether or not they have opted out as described above) of important announcements regarding the operation of the CCG On-Demand Service. If you become a paying customer of the CCG On-Demand Service, you agree that CCG can disclose the fact that you are a paying customer and the edition of the CCG On-Demand Service that you are using.####2. License Grant & Restrictions##CCG hereby grants you a non-exclusive, non-transferable, worldwide right to use the CCG On-Demand Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by CCG and its licensors.####You may not access the CCG On-Demand Service if you are a direct competitor of CCG, except with CCG prior written consent. In addition, you may not access the CCG On-Demand Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.####You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the CCG On-Demand Service or the Content in any way; (ii) modify or make derivative works based upon the CCG On-Demand Service or the Content; (iii) create Internet “links” to the CCG On-Demand Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the CCG On-Demand Service in order to (a) build a competitive product or CCG On-Demand Service, (b) build a product using similar ideas, features, functions or graphics of the CCG On-Demand Service, or (c) copy any ideas, features, functions or graphics of the CCG On-Demand 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 CCG On-Demand Service.####You may use the CCG On-Demand 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 CCG On-Demand Service or the data contained therein; or (v) attempt to gain unauthorized access to the CCG On-Demand Service or its related systems or networks.####3. Your Responsibilities##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 CCG On-Demand Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify CCG immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to CCG immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another CCG user or provide false identity information to gain access to or use the CCG On-Demand Service.##You hereby ensure that all of your outgoing email campaigns are compliant with the CAN-SPAM Act (http://www.ftc.gov/spam) and any additional Anti-Spam laws of my country.####4. Account Information and Data##CCG does not own any data, information or material that you submit to the CCG On-Demand Service in the course of using the CCG On-Demand Service (”Customer Data”). You, not CCG, 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 CCG shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. CCG reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and CCG shall have no obligation to maintain or forward any Customer Data.####5. Intellectual Property Ownership##CCG alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the CCG Technology, the Content and the CCG On-Demand Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the CCG On-Demand Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the CCG On-Demand Service, the CCG Technology or the Intellectual Property Rights owned by CCG. The CCG name, the CCG logo, and the product names associated with the CCG On-Demand Service are trademarks of CCG or third parties, and no right or license is granted to use them.####6. Third Party Interactions##During use of the CCG On-Demand Service, you may enter into correspondence with, purchase goods and/or CCG On-Demand Services from, or participate in promotions of advertisers or sponsors showing their goods and/or CCG On-Demand Services through the CCG On-Demand Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between you and the applicable third-party. CCG and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. CCG does not endorse any sites on the Internet that are linked through the CCG On-Demand Service. CCG provides these links to you only as a matter of convenience, and in no event shall CCG or its licensors be responsible for any content, products, or other materials on or available from such sites. CCG provides the CCG On-Demand Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or CCG On-Demand Services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or CCG On-Demand Services.####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 initial charges will be equal to the current number of total User licenses (plus basic fee where applicable) requested times the User license fee currently in effect. Payments may be made annually, consistent with the Initial Term, or as otherwise mutually agreed upon. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You will provide CCG with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card information to CCG, You authorize CCG to charge such credit for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 12 (Term of Purchased Subscriptions/Termination upon Expiration/Reduction in Number of Licenses).####Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, we will invoice you in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced charges are due net 14 days from the invoice date. You are responsible for maintaining complete and accurate billing and contact information in the Services.####Added licenses will be subject to the following:##(i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. CCG reserves the right to modify its fees and charges and to introduce new charges at any time 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. Excess Data Storage Fees##The maximum disk storage space provided to you at no additional charge is the greater of 1 GB or an aggregate of 20 MB per User license. If the amount of disk storage required exceeds these limits, you will be charged the then-current storage fees. CCG will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by CCG to so notify you shall not affect your responsibility for such additional storage charges. CCG reserves the right to establish or modify its general practices and limits relating to storage of Customer Data.####9. Subscription Term, Billing and Renewal##The minimum term for each Service Order and renewal thereof is one (1) year.####CCG charges and collects in advance for use of the CCG On-Demand Service. 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 which shall be effective upon renewal and thereafter. Fees for other CCG On-Demand Services will be charged on an as-quoted basis. CCG’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.####You agree to provide CCG 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, CCG reserves the right to terminate your access to the CCG On-Demand Service in addition to any other legal remedies.####Existing Service Orders shall automatically renew unless terminated by either party by providing 30 days prior written notice to the other party.####Unless CCG in its discretion determines otherwise, all entities will be billed in EUR and be subject to payment terms and pricing schemes at the discretion of CCG.####10. Non-Cancelable and non-refundable##Annual subscription fees paid for the CCG On-Demand Service are non-cancelable and non-refundable. The number of User subscriptions specified in an accepted Service Order cannot be decreased prior to the end of the term of the Service Order, regardless of any termination, nonpayment, nonuse or other conduct or inaction.####11. Non-Payment and Suspension##In addition to any other rights granted to CCG herein, CCG reserves the right to suspend or terminate this Agreement and your access to the CCG On-Demand Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% 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 CCG 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 CCG may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.####CCG reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the CCG On-Demand Service. You agree and acknowledge that CCG 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.####12. Term of Purchased Subscriptions/Termination upon Expiration/Reduction in Number of Licenses##User subscriptions purchased by You commence on the start date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 90 days before the end of the relevant subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given You written notice of a pricing increase at least 90 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 10% over the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.##In the case of free trials, notifications provided through the CCG On-Demand Service indicating the remaining number of days in the free trial shall constitute notice of termination. You agree and acknowledge that CCG has no obligation to retain the Customer Data, and may delete such Customer Data, more than 14 days after termination.####13. Termination for Cause##Any breach of your payment obligations or unauthorized use of the CCG Technology or CCG On-Demand Service will be deemed a material breach of this Agreement. CCG, in its sole discretion, may terminate your password, account or use of the CCG On-Demand Service if you breach or otherwise fail to comply with this Agreement. In addition, CCG may terminate a free account at any time in its sole discretion. You agree and acknowledge that CCG 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.####14. Representations & Warranties##Each party represents and warrants that it has the legal power and authority to enter into this Agreement. CCG represents and warrants that it will provide the CCG On-Demand Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the CCG On-Demand Service will perform substantially in accordance with the online CCG 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 CCG On-Demand Service and that your billing information is correct.####15. Mutual Indemnification##You shall indemnify and hold CCG, 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 CCG (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 CCG of all liability and such settlement does not affect CCG’s business or CCG On-Demand Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.####CCG 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 CCG On-Demand Service directly infringes a copyright, a European or 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 CCG of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CCG; provided that you (a) promptly give written notice of the claim to CCG; (b) give CCG sole control of the defense and settlement of the claim (provided that CCG may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CCG all available information and assistance; and (d) have not compromised or settled such claim. CCG shall have no indemnification obligation, and you shall indemnify CCG pursuant to this Agreement, for claims arising from any infringement arising from the combination of the CCG On-Demand Service with any of your products, CCG On-Demand Service, hardware or business process(s).####16. Warranties##Each party represents and warrants that it has the legal power to enter into this Agreement. CCG and its licensors represent and warrant that (i) it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof; (ii) the Service shall perform materially in accordance with the User Guide; (iii) the functionality of the Service will not be materially decreased during a subscription term; (iv) the Service will not contain or transmit to Customer any Malicious Code (except for any Malicious Code contained in User-uploaded attachments or otherwise originating from Users); (v) it owns or otherwise has sufficient rights in the Service to grant to Customer the rights to use the Service granted herein; and (vi) the Service does not infringe any intellectual property rights of any third party.####17. Disclaimer##EXCEPT AS EXPRESSLY PROVIDED HEREIN, CCG MAKES NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.####18. 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 CCG ON-DEMAND SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE CCG ON-DEMAND SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE CCG ON-DEMAND 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.####19. Additional Rights##Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.####20. Governing Law##This Agreement shall be governed exclusively by the internal laws of Germany, without regard to its conflicts of laws rules.####21. Entire Agreement##This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. To the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.####22. Modification to Terms##CCG reserves the right to modify the terms and conditions of this Agreement or its policies relating to the CCG On-Demand Service at any time, effective upon posting of an updated version of this Agreement on the CCG On-Demand Service. You are responsible for regularly reviewing this Agreement. Continued use of the CCG On-Demand Service after any such changes shall constitute your consent to such changes.####23. Assignment; Change in Control##This Agreement may not be assigned by you without the prior written approval of CCG but may be assigned without your consent by CCG 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 CCG directly or indirectly owning or controlling 50% or more of you shall entitle CCG to terminate this Agreement for cause immediately upon written notice.####24. Google Programs and Services##Service features that interoperate with the Google programs and services depend on the continuing availability of applicable Google application programming interfaces (“APIs”) and programs for use with the Service. If Google Inc. ceases to make such APIs and/or programs available on reasonable terms for the Service, CCG may cease providing such Service features without entitling You or Reseller to any refund, credit, or other compensation.####25. Further Contact and Reference##CCG may contact You regarding new CCG service features and offerings. CCG has the right to use your Name and Company Logo as a Reference on CCG website or any other documentation.####26. Definitions##As used in this Agreement and in any Order Forms now or hereafter associated herewith: “Agreement” means these online terms of use, any Order Forms, whether written or submitted online, and any materials available on the CCG website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by CCG from time to time in its sole discretion; “Content” means the audio and visual information, documents, software, products and CCG On-Demand Services contained or made available to you in the course of using the CCG On-Demand Service; “Customer Data” means any data, information or material provided or submitted by you to the CCG On-Demand Service in the course of using the CCG On-Demand Service; “Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed or the date you begin using the CCG On-Demand Service; “Initial Term” means the initial period during which you are obligated to pay for the CCG On-Demand Service equal to the billing frequency selected by you during the subscription process (e.g., if the billing frequency is quarterly, the Initial Term is the first quarter); “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, CCG On-Demand 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; “License Administrator(s)” means those Users designated by you who are authorized to purchase licenses online or by executing written Order Forms and to create User accounts and otherwise administer your use of the CCG On-Demand Service; “License Term(s)” means the period(s) during which a specified number of Users are licensed to use the CCG On-Demand Service pursuant to the Order Form(s); “Order Form(s)” means the form evidencing the initial subscription for the CCG On-Demand Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other CCG On-Demand Services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); “Online Order Center” means CCG’s online application that allows the License Administrator designated by you to, among other things, add additional Users to the CCG On-Demand Service; “CCG” means collectively CCG GmbH, a German based incorporation, having its principal place of business at Prinzessinnenstrasse 19-20, 10969 Berlin, Germany; “CCG Technology” means all of CCG’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 CCG in providing the CCG On-Demand Service; “CCG On-Demand Service(s)” means the specific edition of CCG’s online customer relationship management, billing, data analysis, or other corporate services identified during the ordering process, developed, operated, and maintained by CCG, accessible via http://www.servicemanager24.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by CCG, to which you are being granted access under this Agreement,; “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the CCG On-Demand Service and have been supplied user identifications and passwords by you (or by CCG at your request).####Roedermark, March 2016
