CRMSpace.net Terms of Service
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BY USING THE HOSTED CRM SERVICE PROVIDED BY IFPEOPLE (crmspace.net), YOU ARE AGREEING ON BEHALF OF THE ENTITY USING THE SERVICE ("COMPANY") THAT COMPANY WILL BE BOUND BY AND IS BECOMING A PARTY TO THIS ON-DEMAND HOSTING AGREEMENT ("AGREEMENT") AND THAT YOU HAVE THE AUTHORITY TO BIND COMPANY. IF COMPANY DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICES. COMPANY IS NOT AUTHORIZED TO USE THE SERVICES UNLESS AND UNTIL IT HAS AGREED TO BE BOUND BY THESE TERMS.
- Definitions 1.1"Company's Data" shall mean any data, information or material submitted by Company during its usage of the Service. 1.2"Initial Term" shall mean the initial period of time in which Company pays to receive the Service and which shall also determine Company's billing frequency. 1.3 "License Administrator" shall mean the person that Company designates to purchase usage of the Services and create accounts for additional Users or otherwise administer the Company's use of the Service. 1.4 "Service(s)" shall mean the provision of access via the Internet to a specific edition of VTIGERCRM available on ifPeople's servers. 1.5The "Term" means the Initial Term and each renewal term, collectively. 1.6 "User(s)" shall mean Company's employees, consultants, contractors or agents authorized by the License Administrator to use the Service.
- Restrictions: Company shall not, directly or indirectly, (i) sublicense, resell, rent, lease, distribute, or otherwise transfer rights or usage to the Service. Company may not permit any of its affiliates or subsidiaries to use the Service under Company's subscription.
- Company's Responsibilities and Data: 3.1 User Accounts: User accounts cannot be shared or used by more than one individual User but may be reassigned to new Users replacing former Users. 3.2 Company's Data: ifPeople does not own any of the Company’s data. Company is solely responsible for the accuracy, integrity, and legality of Company’s Data. ifPeople shall not be responsible or liable for the deletion, corruption, correction, destruction, damage, loss or failure to any of Company’s Data. Company is responsible for regularly backing up all Company’s Data. Company shall not knowingly send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses and other harmful code. Company represents and warrants that it is in compliance with and will comply with all applicable privacy and data protection laws and regulations with respect to any of Company’s Data uploaded or submitted to the Service and its performance of its obligations under this Agreement, Company will indemnify, defend and hold ifPeople harmless from any claims, losses and causes of action arising out of or related to Company’s breach of the foregoing representation and warranty.
- Payment Terms: 4.1 Fees: Company shall pay all fees associated with providing the Service. The initial charges shall equal the total number of Users at the time of signing up multiplied by the per User fee in effect at the time of ordering the Service. Company shall pay for all User fees ordered for an entire Term, whether or not all Users use the Service. Company shall make future fee payments for renewal bi-annually consistent with the Initial Term. The renewal charge will be equal to the number of Users multiplied by the then current per User fee. Company agrees to provide ifPeople with complete and accurate billing and contact information. If invoiced by ifPeople, payments for such invoices are due net 30 days. 4.2 Non-Payment: ifPeople may terminate this Agreement and Company's access to the Service for Company's non-payment of fees that is delinquent by thirty (30) days or more. If ifPeople terminates this Agreement for such non-payment of fees, ifPeople has no obligation to retain any of Company's Data which may be irretrievably deleted if Company has not requested such Company's Data from the VtigerCRM within thirty (30) days of the effective date of termination pursuant to Section 7.1 below. Company agrees that ifPeople may charge unpaid fees to Company's credit card or otherwise bill Company for unpaid fees. 4.3 Records Retention. Company shall maintain accurate records necessary to verify the number of Users. Upon SifPeople's written request, Company shall provide ifPeople with such records within ten (10) days. If Company has more Users than Company has paid for, Company shall immediately pay ifPeople the applicable fees for such additional Users, in addition to any costs incurred by ifPeople associated with reviewing such records.
- Term and Termination: 5.1 Term: This Agreement shall be effective as of the Effective Date. The Initial Term will be for the period of time Company elects in the ordering process and shall commence on the date Company pays for the Service. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term. In case of Users who are authorized and added after the beginning of the Initial Term, the Term of their usage of the Service shall be coterminous with the preexisting Term. Upon termination or expiration of this Agreement ifPeople will make available to Company Company's Data within thirty (30) days of the effective date of such termination or expiration, upon Company's request. 5.2 Termination: Company may terminate this Agreement or reduce its number of Users at the end of each Term by notifying ifPeople in writing at least ten (10) business days prior to the end of the then-current Term. ifPeople may terminate this Agreement without cause or reduce the number of Users at any time by notifying Company in writing at least thirty (30) days prior to such termination. ifPeople may terminate Company's use of the Service if, in ifPeople's sole discretion, Company breaches or otherwise fails to comply with this Agreement and Company has not cured such breach within thirty (30) days of ifPeople's notice specifying the alleged breach. Company's obligation to make a payment of any outstanding, unpaid fees and to keep Confidential Information confidential shall survive termination or expiration of this Agreement.
- Confidentiality. Company and ifPeople agree to maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure including, without limitation, non-public technical and business information ("Confidential Information") for a period of two (2) years after the termination of this Agreement. This section shall not apply to any publicly available or independently developed information or the open source version of the Vtiger software. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care.
- Disclaimer of Warranties: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE AND THE VTIGERCRM TECHNOLOGY IS PROVIDED TO COMPANY 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. IFPEOPLE DOES 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 OR SOFTWARE, (B) THE SERVICE OR VTIGERCRM TECHNOLOGY WILL MEET COMPANY'S REQUIREMENTS OR EXPECTATIONS, (C) ERRORS OR DEFECTS WILL BE CORRECTED, OR (D) THE SERVICE OR VTIGERCRM TECHNOLOGY ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. VTIGERCRM'S SERVICES MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND IFPEOPLE IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
- Force Majeure, Limitation of Liability: 8.1 Force Majeure. Except for the payment of fees, neither party shall be in breach of this Agreement due to failure of performance that arises out of causes beyond its reasonable control. 8.2 Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL IFPEOPLE BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR VTIGERCRM'S PERFORMANCE INCLUDING WITHOUT LIMITATION (A) THE VTIGERCRM TECHNOLOGY OR THE SERVICES, (B) ANY INTERRUPTION OF USE OF THE VTIGERCRM TECHNOLOGY OR THE SERVICE OR (C) FOR LOSS, INACCURACY OR CORRUPTION OF COMPANY DATA, EVEN IF IFPEOPLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 8.3 Limitation on All Damages. IN NO EVENT SHALL IFPEOPLE'S LIABILITY HEREUNDER FOR CLAIMS IN THE AGGREGATE, EXCEED THE AMOUNT THAT COMPANY PAID TO IFPEOPLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY.
