Privacy Terms

CrmOne Privacy Policies

We at CrmOne and our affiliates are committed to protecting your privacy. This Privacy Policy applies to the personal information and data collected by CrmOne when you interact with our websites, product and services, and any other sites or services that link to this Privacy Policy. This includes when you:

• interact with us on our websites or through other channels (for example, by communicating with us or attending one of our events);
• use our product and services (including the CrmOne Subscription Service); and
• when you use any other websites or services that link to this Privacy Policy (for example our other brands such as the Hustle, Trends, and Connect.com).

This Privacy Policy describes how we collect, receive, use, store, share, transfer, and process your Personal Data. This Privacy Policy also describes your choices and rights with respect to your Personal Data, including your rights of access and correction of your Personal Data. For the purposes of this Privacy Policy “Personal Data” means any information relating to an identified or identifiable individual. If you do not agree with this Privacy Policy, you should not use our websites, product and services, or any other sites or services that link to this Privacy Policy.

CrmOne customers may collect and manage Personal Data when using our product and services, or what we may refer to as the Subscription Service. “Subscription Service” is defined in the CrmOne Terms & Conditions and means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via https://www.crmone.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you. When you use the Subscription Service, CrmOne processes Personal Data as a processor under the direction of our customers. Our customers, as data controllers, are responsible for complying with any regulations or laws that require providing notice, disclosure, and/or obtaining consent prior to collecting their customers’ Personal Data using the Subscription Service. Please see Section 1.b “Information We Process on Behalf of our Customers When They Use the Subscription Service” and Section 1.c “Information We Collect and Process When You Use the Subscription Service” for more information.

We update this Privacy Policy from time to time and we encourage you to review this Privacy Policy periodically. We will post any Privacy Policy changes on this page and, if the changes are material, we will provide a more prominent notice by sending you an email notification, or if you subscribe to our CrmOne product and services, through the Notification app in your CrmOne account. Terms not otherwise defined in this Privacy Policy will have the meaning as set forth

If you have any questions about this Privacy Policy or to exercise the privacy rights and choices we offer please contact us as follows:

1. What Information We Collect and Process

a. Information You Provide to CrmOne

When you interact with us via our websites or any sites or services that link to this Privacy Policy or use the Subscription Service, we may collect Personal Data and other information from you, as further described below.

When You Visit Our Websites

We collect Personal Data from you when you submit web forms or interact with our websites, for example by subscribing to a CrmOne blog, signing up for a webinar, subscribing to one of our services or requesting customer support. We may ask for your email address, first and last name, job title, and other similar business information. You are free to explore some of our websites without providing any Personal Data about yourself.

Event Information

When you register for a CrmOne event, we collect information such as name, address, phone number, and email address. We use this information to communicate with you and in some cases facilitate your registration. Additionally, we may share your registration data with service providers in order to provide event information and improve your experience for future CrmOne events.

Account and User Information

We collect Personal Data when you sign-up for a CrmOne account, create or modify user information, set preferences, or provide any other related information to access or utilise our Subscription Service.

Payment Information

We collect payment and billing information when you register for paid products or services. For example, we may ask you to provide a billing address, or a billing contact for your CrmOne account. If you give us payment information, we use it solely as authorised by you in accordance with this Privacy Policy.

You may also provide payment information, such as a credit card number or bank account numbers, when purchasing products or services. We use secure third-party payment service providers to manage payment processing, which is collected through a secure payment process.

Customer Testimonials

We post customer testimonials and comments on our websites. We obtain each customer’s consent via email between customers and CrmOne prior to posting the customer’s name and testimonial.

b. Information We Process on Behalf of Customers When they Use the Subscription Service

Our product, or the Subscription Service, allows our customers to create and share marketing, sales and customer service content. When customers use our product, they may collect Personal Data such as first and last name, email address, physical address, phone number, or other information about you. We call the information that our customers submit or collect via the product ‘Customer Data’ under our Customer Terms of Service.

We do not control the content of our customers’ webpages or the types of Personal Data that our customers may choose to collect or manage using the Subscription Service. We store our customers’ information on our service providers’ servers but process it as a processor under our customers’ instructions and in accordance with our Customer Terms of service, which prohibit us from using the information except as necessary to provide and improve the Subscription Service and as required by law. Our customers control and are responsible for correcting, deleting or updating the information they process using the Subscription Service and for complying with any regulations or laws that require providing notice, disclosure, and/or obtaining consent prior to transferring the Personal Data to CrmOne for processing purposes.

c. Information We Collect and Process When You Use the Subscription Service

Usage Data

We collect usage data when you or your users in your CrmOne account interact with the Subscription Service. Usage data includes metrics and information regarding your use and interaction with the Subscription Service such as what product features you use the most, when an object (like a ticket) is opened and closed, and how often certain features (like workflows) are triggered in your account.

We engage third party providers to collect usage data. For more information about how we protect your information with these service providers, please see Section 3 “How We Share Personal Data”.

Mobile

When you access or use the Subscription Service via our mobile applications, we automatically collect information such as your device model and version, operating system, or device identifiers.

Third Party Integrations

You may connect third party integrations to your CrmOne account, which may ask for certain permissions to access data or send information to your CrmOne account. It is your responsibility to review any third party integrations you authorise. We may collect information about what types of integrations you use in your CrmOne account.

Any permission(s) granted by you, grants these third parties access to your data, which may include (but is not limited to) granting third party applications access to view, store, and modify your CrmOne account data. We are not responsible for the practices of third party integrations, so please carefully review the permissions you grant to third party applications. For more information on integrations with third party providers, please see HERE.

Gmail Integration

If you use the Gmail integration or choose to integrate any other Google Workspace application with CrmOne, you will be asked to give us access to information from your Gmail or Google account. You can learn more about how we access this data HERE or via in-app notice when you connect to Gmail.

By using the Gmail integration with the Subscription Service you will grant the Subscription Service access to information associated with your account, including contacts, emails, calendar, distribution lists, subject lines, and URLs of tracked links from your email, if you use the email tracking functionality. In addition, the Subscription Service will be able to read, modify, create, and send emails from your connected Gmail account. The Subscription Service will scan the content of your emails to identify which emails you have elected to track in order to provide you with the notifications feature. The Subscription Service will store replies, outgoing mail, email headers, subject line, distribution lists, aliases, time sent, and email bodies. Your email may contain sensitive information, such as names of your contacts, your private communications, or financial or medical information. You understand that the correspondences you track will be visible to other users on your Subscription team.

If you connect your Gmail account via IMAP (or Generic Inbox Connection), the Subscription Service will have access only to email address, password, server information, email metadata, and message bodies. Additionally, connecting your Gmail account via IMAP does not require you to connect any other Google Workspace applications.

Additional Limits on Use of Your Google User Data

CrmOne’s use and transfer to any other app of information received from Google APIs will adhere to the Google API Services User Data Policy , including the Limited Use requirements.

Google Calendar Integration

The Subscription Service will have access to both your Google Calendar and any other calendar you access via Google in order to power our Meetings tool, and allow you to associate events with contacts in your CrmOne account. The Subscription Service will have the ability to: create or change your calendars, and update individual calendar events.

d. Information We Collect From Other Sources

CrmOne Partners

We may receive information about you or other users of your CrmOne account from our global network of partners. We may receive this data from our deal and lead the registration process through our partners.

We may also collect information about you through our partner co-marketing partnerships. For example, you may sign up to a webinar or download a white paper published by CrmOne and a CrmOne co-marketing partner. For more information about our co-marketing program and how we share data with our partners please see below and read about our co-marketing program under the channel partner policies.

Third Parties

We may receive information from third party service providers, from related companies, and from our business and solution partners.

Personal Data from Different Sources

We may combine the personal information we collect from you with personal information we receive from other sources, such as third party providers of business information and publicly available sources (like social media platforms). This may include physical mail addresses, job titles, email addresses, phone numbers, IP addresses, and social media profiles. This helps us to update and improve our records, identify new customers, create more personalised advertising, suggest products and services that may interest you, deliver personalised communications and promote events. The collection of your Personal Data by these other third party providers is governed by the provider’s privacy policy.

Log Files

Like most websites and technology services delivered over the Internet, we automatically collect and store information about your computer hardware and software when you visit our websites, use our product and services, or visit other sites or services that link to this Privacy Policy. This information can include your IP address, browser type, domain names, internet service provider (ISP), and the files viewed on our websites (e.g., HTML pages, graphics, etc.), the files viewed on our, or our customer’s websites (if those websites are hosted on CrmOne e.g. HTML pages or, graphics etc), your operating system, access times and referring website addresses.

When you use the Subscription Service, we collect and store the categories of information listed above in logs in the following instances, subject to the customer’s implementation settings:

• When a CrmOne user logs into their account and accesses tools in the CrmOne Platform;
• When an individual visits a customer’s website, if the website is hosted by the CrmOne product; or
• When an individual visits a customer’s website, if the customer’s website is self-hosted, if the customer uses our plug-ins, and the customer uses CrmOne scripts and content (such as embedded forms).

Buttons, tools, and content from other companies

Our websites may include features and widgets (such as the share and/or “like” button or interactive mini-programs) that run on our websites. These features may collect your IP address, which page you are visiting on our sites, and may set a cookie to enable the feature to function properly. These features and widgets are either hosted by a third party or hosted directly on our websites. This Privacy Policy does not apply to these features. Your interactions with these features are governed by the privacy policy and other policies of the companies providing them. You can learn more about data collected by Google and what this data is used for in Google’s Privacy Policy. Additional information on Google services and products is available in Google’s Terms of Service.

Other CrmOne Companies

We may receive information about you from other companies that are owned or operated by CrmOne.

2. How We Use Personal Data

a. To Communicate with You About the Product and Services

We use the account information you provide to CrmOne when signing up for the Subscription Service and Trends services to send you transactional emails or in-app notification about billing, account management, and other administrative matters. We may also send you updates regarding our Customer Terms of Service or other legal agreements, and may also communicate with you about security incidents via email or in-app notification.

We use your information to provide customer support, such as resolving technical issues you encounter and analysing product outages or bugs.

If you use the CrmOne mobile applications, we may send you push notifications from time to time in order to update you about events and promotions. If you no longer wish to receive such communications, you may turn them off at the device level.

b. To Provide the Subscription Service

We use your account information and Customer Data to provide the product and services to you. For example, we use the email address you provide when signing up for the product to create your user account, and we use your payment information to process payments for paid use of the Subscription Service. We also use this information to authenticate you when you log in and to provide customer support.

c. To Improve and Develop Our Product and Services

We collect usage data about how you or your users interact with our product and services. We use this data to develop and improve our products and services. For example, we use usage data to assess trends and usage across the product to help us determine what new features or integrations our users may be interested in.

We use Customer Data for machine learning that supports certain products and development of features and functionality with the Subscription Service and similar products and services. For example, machine learning helps power the business card scanner tool if you use our mobile apps and allows for easier imports of data into your CrmOne account. You may opt-out of having your Customer Data used for machine learning by emailing at connect@crmone.com

We may publish data about how our product and services are being used across our customer base. When we share statistical information externally in this way, the data will be aggregated and we will not identify individual users or customers. For example, we may publish blog posts on trends or insights into how users are interacting with our product.

d. To Secure and Protect our Product and CrmOne Users

We use your account information to investigate and help prevent security incidents. We may also use this information to meet legal requirements. We use your information to verify user accounts, new product sign-ups, and to detect and prevent product abuse. This includes enforcing our Customer Terms of Service..

We use log files to provide general statistics regarding use of the websites by you, including how you use our websites, what country you are logging in from (for analytics, export control and regulatory purposes) and to help improve the navigation experience. Your IP addresses are also collected and logged for security and debugging purposes, for example to track access patterns, investigate security events and incidents. For these purposes we do link this automatically-collected data to other personal data provided by you such as name, email address, address, and phone number.

e. To Market and Promote the Subscription Service

We use the information you provide to CrmOne to market and promote the products, services, and other offerings. For example, we use the information, like your email or physical address, to send information or CrmOne content to you which we think may be of interest to you by post, email, or other means and send you marketing communications relating to our business.

You may opt out of receiving this promotional content by following the instructions contained in each communication that we send to you or by contacting us connect@crmone.com. If you unsubscribe from our marketing lists, we will continue to contact you regarding administrative matters, and to respond to your requests.

We may also reach out to you via telephone to ask about other CrmOne products or services you may be interested in. If you have a call scheduled with a CrmOne representative, we may record and transcribe the call. You will be notified prior to the call that the call is being recorded, and you will be offered an opportunity to opt-out of having the call recorded.

Where required by law, we will only send marketing communications with your consent. Otherwise, we will market and advertise our products and services on the basis of our legitimate business interests.

We receive information from third party service providers and other sources such as third party providers of business information and publicly available sources. We may receive and use this information from these service providers and other sources in combination with other information we collect through other means described in this Privacy Policy for the purposes of providing you with updates and an improved Subscription Service, like personalised communications, event promotion, and tailoring the websites or product to improve user experience.

f. Other purposes if we obtain your consent

We share your data with third parties when you give us consent to do so.

g. Legal Basis for Processing Personal Data (EEA and UK visitors only)

If you are a website visitor located in the European Economic Area (“EEA”) or United Kingdom (“UK”), CrmOne Ireland Limited is the data controller of your Personal Data. CrmOne’s Data Protection Officer can be contacted Customer Terms of Service.

Our legal basis for collecting and using the Personal Data described above will depend on the Personal Data concerned and the specific context in which we collect it. However, we will normally collect Personal Data from you only where we have your consent to do so, where we need the Personal Data to perform a contract with you, or where the processing is in our legitimate interests and not overridden by your data protection interests or fundamental rights and freedoms. In some cases, we may also have a legal obligation to collect Personal Data from you.

If we ask you to provide Personal Data to comply with a legal requirement or to perform a contract with you, we will make this clear at the relevant time and advise you whether the provision of your Personal Data is mandatory or not (as well as of the possible consequences if you do not provide your Personal Data). Similarly, if we collect and use your Personal Data in reliance on our legitimate interests (or those of any third party), we will make clear to you at the relevant time what those legitimate interests are.

3. How We Share Personal Data

a. Service Providers

We may share Personal Data with our third party service providers to support our websites, products, and services. For example, we use service providers for data hosting, application development, marketing, sales support and customer support. We may need to share your information with service providers to provide information about products or services to you. Examples may include removing repetitive information from prospect lists, analysing data or performing statistical analysis on your use of the Subscription Service or interactions on our websites, providing marketing assistance, processing credit card payments, supplementing the information you provide us in order to provide you with better service, developing and improving the product and services, and providing customer service or support. These service providers are prohibited from using your Personal Data except for these purposes, and they are required to maintain the confidentiality of your information. In all cases where we share your information in this way, we explicitly require the third party service providers to acknowledge and adhere to our privacy and data protection policies and standards.

b. Partners

We may share data with trusted CrmOne partners to contact you based on your request to receive such communications, help us perform statistical analysis, provide sales support, or provide customer support. Partners are prohibited from using your Personal Data except for these purposes, and they are required to maintain the confidentiality of your data.

We also partner with trusted third parties to provide you with co-marketing content that we think may be relevant to you. When you engage with these co-marketing partners, we will tell you who we are sharing data with, and provide a link to the co-marketing partner’s privacy policy so you can learn more about how to opt-out of the partner’s communications. These co-marketing partners are required to adhere to our privacy and data protection policies.

c. Corporate Events

If we (or our assets) are acquired by another company, whether by merger, acquisition, bankruptcy or otherwise, that company would receive all information gathered by CrmOne on the websites and the Subscription Service. In this event, you will be notified via email and/or a prominent notice on our website, of any change in ownership, uses of your Personal Data, and choices you may have regarding your Personal Data.

d. Public Forums

Our websites may offer publicly accessible message boards, blogs, and community forums (e.g. CrmOne Community and Connect.com). Please keep in mind that if you directly disclose any information through our public message boards, blogs, or forums (including profile information associated with the account you use to post the information) it may be read, collected and used by any member of the public who accesses these websites. Your posts and certain profile information may remain even after you terminate your account. We urge you to consider the sensitivity of any information you may disclose in this way. We will correct or delete any information you have posted on the websites if you so request, as described in Section 7 “Your Privacy Rights and Choices” below. In some cases, we may not be able to remove your information, in which case we will let you know if we are unable to and why.

e. Compelled Disclosure

We reserve the right to use or disclose your Personal Data if required by law or if we reasonably believe that use or disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or comply with a law, court order, or legal process. If you use the Subscription Service, Customer Data is considered Confidential Information and you should review the Confidentiality terms in the Customer Terms of Service for more information. CrmOne shares data about requests for customer information, to learn more see our Customer Terms of Service.

4. How We Transfer Personal Data Internationally

a. International Transfers within the CrmOne Group

To facilitate our global operations, we may transfer information to other CrmOne Affiliates where we have operations for the purposes described in this policy. Please see Customer Terms of Service for a list of CrmOne Affiliates and their locations.

This Privacy Policy will apply even if we transfer Personal Data to other countries. We have taken appropriate safeguards to require that your Personal Data will remain protected wherever it is transferred. When we share Personal Data of individuals in the European Economic Area (“EEA”), Switzerland or the United Kingdom (“UK”) within and among CrmOne’s Affiliates, we make use of the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (collectively, the “Data Privacy Framework”). We also implement the Standard Contractual Clauses (approved by the European Commission and Swiss authorities) and UK Addendum to the Standard Contractual Clauses (approved by the UK authorities) where required, as well as additional safeguards where appropriate (such as commercial industry standard secure encryption methods to protect customer data at rest and in transit, TLS for CrmOne hosted sites, web application firewall protection, and other appropriate contractual and organisational measures), Please see our Data Privacy Framework below for more information.

b. International transfers to third parties

Some of the third parties described in this Privacy Policy, which provide services to us under contract, are based in other countries that may not have equivalent privacy and data protection laws to the country in which you reside. When we share Personal Data of individuals in the EEA, Switzerland or UK with third parties, we use a variety of legal mechanisms to safeguard the transfer including the European Commission-approved Data Privacy Framework Standard Contractual Clauses, as well as additional safeguards where appropriate. For transfers to or from the United Kingdom, we make use of the UK Addendum. For transfers to or from Canada, we make use of the standard contractual clauses. With respect to personal data received from or transferred to Canada, CrmOne is subject to the regulatory enforcement powers of the Office of the Privacy Commissioner of Canada. Please contact us if you need more information about the legal mechanisms we rely on to transfer personal data outside the EEA, Switzerland, Canada, and UK.

c. Data Privacy Framework Notice

CrmOne complies with the EU-U.S. Data Privacy Framework (“EU-U.S. DPF”), the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (“Swiss-U.S. DPF”) as set forth by the U.S. Department of Commerce (collectively “the Data Privacy Framework”).

CrmOne has been certified to the U.S. Department of Commerce that it adheres to the EU-US DPF Principles with regard to the processing of Personal Data received from the European Union, and the United Kingdom (and Gibraltar) and to the Swiss-US DPF Principles with regard to the processing of Personal Data received from Switzerland. If there is any conflict between this Privacy Policy and the DPF Principles, the DPF Principles shall govern. To learn more about the Data Privacy Framework, and to view our certification, please visit https://www.dataprivacyframework.gov/

If you are located in the EU, UK or Switzerland, you have the right to request access to the Personal Data that we hold about you and request that we correct, amend or delete your Personal Data if it is inaccurate or processed in violation of the DPF Principles. We will give you an opportunity to opt out where Personal Data we control about you is to be disclosed to an independent third party or used for a purpose that is materially different from those set out in this Privacy Policy. If you would like to exercise any of your rights, please contact us via the details provided below.

In compliance with the DPF Principles, CrmOne commits to resolve DPF Principles-related complaints about our collection and use of your Personal Data. We will investigate and attempt to resolve any DPF Principles-related complaints within 45 days. EU, UK and Swiss individuals with inquiries or complaints regarding our handling of Personal Data received in reliance on the DPF Principles should first contact CrmOne here.

If you have unresolved DPF-related complaints that we have not addressed satisfactorily, please contact our U.S.-based third party dispute resolution provider (free of charge) at https://feedback-form.truste.com/watchdog/request

Under certain conditions, more fully described on the DPF website, you may be entitled to invoke binding arbitration when other dispute resolution procedures have been exhausted. The Federal Trade Commission has jurisdiction over CrmOne’s compliance with the DPF Principles.

In the context of an onward transfer, CrmOne is responsible for the processing of Personal Data it receives under the DPF Principles and subsequently transfers to a third party acting as an agent on our behalf. CrmOne shall remain liable under the DPF Principles if our agent processes your Personal Data in a manner inconsistent with the DPF Principles, unless CrmOne is not responsible for the event giving rise to the damage.

Please note that under certain circumstances, we may be required to disclose your Personal Data in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.

5. How We Store and Secure Personal Data

a. Data Storage and Security

We use a variety of security technologies and procedures to help protect your Personal Data from unauthorised access, use or disclosure. We secure the Personal Data you provide on computer servers in a controlled, secure environment, protected from unauthorised access, use or disclosure. All Personal Data is protected using appropriate physical, technical and organisational measures.

b. Retention of Personal Data

How long we keep information we collect about you depends on the type of information and how we collect and store it. After a reasonable period of time, we will either delete or anonymize your information or, if this is not possible, then we will securely store your information and isolate it from any further use until deletion is possible. We retain Personal Data that you provide to us where we have an ongoing legitimate business need to do so (for example, as needed to comply with our legal obligations, resolve disputes and enforce our agreements).

When we have no ongoing legitimate business need to process your Personal Data, we securely delete the information or anonymize it or, if this is not possible, securely store your Personal Data and isolate it from any further processing until deletion is possible. We will delete this information at an earlier date if you so request, as described in the section “Privacy Rights and Choices” below.

If you have elected to receive marketing communications from us, we retain information about your marketing preferences for a reasonable period of time from the date you last expressed interest in our content, products, or services, such as when you last opened an email from us or ceased using your CrmOne account. We retain information derived from cookies and other tracking technologies for a reasonable period of time from the date such information was created.

The data our customers process in connection with the Subscription Service is retained according to the Customer Terms of Service.

6. Cookies and Similar Technologies

a. Cookies

When you visit our websites, sign up for a CrmOne account, attend a CrmOne virtual event, or request more information about CrmOne, we collect information automatically using tracking technologies, like cookies and tracking pixels. For more information, and to learn how to opt out, please refer to our Cookie Policies below.

CrmOne and our partners use cookies or similar technologies (such as web beacons and JavaScript) to analyze trends, administer the website, monitor how visitors navigate around the websites, and to gather demographic information about our user base as a whole. To find out more about how we use cookies on our websites and how to manage your cookie preferences please see:

b. Advertising

We partner with third party ad networks to display advertising on our website or to manage our advertising on other sites. Our ad network partner uses cookies and web beacons to collect information about your activities on this and other websites to provide you targeted advertising based upon your interests. If you wish to not have this information used for the purpose of serving you targeted ads, you may opt-out by using these services: https://optout.networkadvertising.org/?c=1 or https://optout.aboutads.info/ (or if located in the European Union, by clicking here: https://youronlinechoices.eu/). Please note this does not opt you out of being served advertising you will continue to receive generic ads.

7. Your Privacy Rights and Choices

a. Personal Data Requests

You have the following data protection rights:

• Access, Correction or Deletion. You can request access, correction, updates or deletion of your Personal Data.
• Objection. You can object to our processing of your Personal Data, ask us to restrict processing of your Personal Data or request portability of your Personal Data.
• Withdraw Consent. If we have collected and processed your Personal Data with your consent, then you can withdraw your consent at any time. Withdrawing your consent will not affect the lawfulness of any processing we conducted prior to your withdrawal, nor will it affect processing of your Personal Data conducted in reliance on lawful processing grounds other than consent.
• Complaint. You have the right to complain to a data protection authority about our collection and use of your Personal Data. Contact details for data protection authorities in the EEA are available here.

We do not sell personal information.

To exercise any of these rights:

• for CrmOne, including our websites and product or services, please connect with us at connect@crmone.com;
• for all CrmOne brands write to us by mail at connect@crmone.com: Privacy and Data Protection Officer.

Please note that to protect personal information, we may verify your identity by a method appropriate to the type of request you are making. Depending on where you reside, you may be entitled to empower an “authorised agent” to submit requests on your behalf. We will require authorised agents to confirm their identity and authority, in accordance with applicable laws. You are entitled to exercise the rights described above free from discrimination.

We will respond to your request to change, correct, or delete your data within a reasonable timeframe and notify you of the action we have taken. In some instances, your rights may be limited, such as where fulfilling your request would impair the rights of others, our ability to provide a service you have requested, or our ability to comply with our legal obligations and enforce our legal rights.

If you are a customer, prospect, or otherwise interact with a CrmOne customer that uses our Subscription Service and would like to access, correct, amend or delete your data controlled by the customer, please contact the relevant customer directly. CrmOne acts as a processor for our customers and will work with our customers to fulfil these requests when applicable.

b. Anti-Spam Policy

Our Policy applies to us and to our customers and, among other things, prohibits use of the Subscription Service to send unsolicited commercial email in violation of applicable laws, and requires the inclusion in every email sent using the Subscription Service of an “opt-out” mechanism and other required information. We require all of our customers to agree to adhere to the Acceptable Use Policy at all times, and any violations of the Acceptable Use Policy by a customer can result in immediate suspension or termination of the Subscription Service.

c. To Unsubscribe From Our Communications

You may unsubscribe from our marketing communications through one of the following methods:

• by clicking on the “unsubscribe” link located on the bottom of our emails;
• updating your communication preferences;
• for CrmOne, by contacting us at connect@crmone.com ;

for all CrmOne brands write to us by mail at connect@crmone.com Privacy and Data Protection Officer.

Customers cannot opt out of receiving transactional emails related to their account with us or the Subscription Service.

d. To Unsubscribe From Our Customers’ Communications

Our customers are solely responsible for their own marketing emails and other communications; we cannot unsubscribe you from their communications. Individuals who interact with a CrmOne customer can unsubscribe from our customers’ marketing communications by clicking on the “unsubscribe” link located on the bottom of their emails, or by contacting them directly.

8. California Privacy Rights

a. Applicability

This section applies only to California consumers. For purposes of this section “Personal Information” has the meaning given in the California Consumer Privacy Act (“CCPA”). It describes how we collect, use, and share California consumers’ Personal Information in our role as a business, and the rights applicable to such residents. The California Consumer Privacy Act (“CCPA”) requires businesses to disclose whether they sell Personal Information. CrmOne is a business, and does not sell Personal Information. We may share Personal Information with authorised service providers or business partners who have agreed to our contractual limitations as to their retention, use, and disclosure of such Personal Information.

If you are unable to access this Privacy Policy due to a disability or any physical or mental impairment, please contact us and we will arrange to supply you with the information you need in an alternative format that you can access.

b. How We Collect, Use, and Share your Personal Information

We have collected the following statutory categories of Personal Information in the past twelve (12) months:

• Identifiers, such as name, e-mail address, mailing address, and phone number. We collect this information directly from you or from third party sources.
• Commercial information, such as subscription records. We collect this information directly from you.
• Internet or network information, such as browsing and search history. We collect this information directly from your device.
• Geotracking data, such as Mobile Device, Model No, Battery, Network. We collect this information from your device.
• Financial information, such as Payment Information or financial account numbers in the process of providing you with a subscription. We collect this information from you.
• Inferences.
• Other Personal Information, in instances when you interact with us online, by phone or mail in the context of receiving help through our help desks or other support channels; participation in customer surveys or contests; or in providing the Subscription Service.

The business and commercial purposes for which we collect this information are described in Section 2 of this Privacy Policy. The categories of third parties to whom we “disclose” this information for a business purpose are described in Section 3 of this Privacy Policy. The period of time for which we retain this information is described in Section 5 of this Privacy Policy.

c. Your California Rights

You have certain rights regarding the Personal Information we collect or maintain about you. Please note these rights are not absolute, and there may be cases when we decline your request as permitted by law.

The right of access means that you have the right to request that we disclose what Personal Information we have collected, used and disclosed about you in the past 12 months.

The right of deletion means that you have the right to request that we delete Personal Information collected or maintained by us, subject to certain exceptions.

The right of correction means that you have the right to request that we correct any inaccurate personal information that we maintain about you.

The right to non-discrimination means that you will not receive any discriminatory treatment when you exercise one of your privacy rights.

CrmOne does not sell or share Personal Information to third parties (pursuant to California Civil Code §§ 1798.100–1798.199, also known as the California Consumer Privacy Act of 2018).

d. How to Exercise your California Rights

You can exercise your rights yourself or you can alternatively designate an authorised agent to exercise these rights on your behalf. Please note that to protect your Personal Information, we will verify your identity by a method appropriate to the type of request you are making. We may also request that your authorised agent have written permission from you to make requests on your behalf, and we may also need to verify your authorised agent’s identity to protect your Personal Information.

Please use the contact details below, or see Section 7 “Your Privacy Rights and Choices” above, if you would like to:

• Access this policy in an alternative format;
• Exercise your rights;
• Learn more about your rights or our privacy practices; or
• Designate an authorised agent to make a request on your behalf.

9. Data Protection Officer

If you have any questions about this Privacy Policy or our privacy practices, or if you have a disability and need to access this notice in a different format: – for CrmOne contact us at connect@crmone.com:

10. Other Important Privacy Information

a. We Never Sell Personal Data

We will never sell your Personal Data to any third party.

b. Information About Children

The websites, products and services are not intended for or targeted at children under 16, and we do not knowingly or intentionally collect Personal Data about children under 16. If you believe that we have collected Personal Data about a child under 16, please contact us at connect@crmone.com , so that we may delete the information.

CrmOne Security

Security, Privacy, and Control

Your business runs on trust, that’s why it runs on CrmOne.

With CrmOne’s end-to-end approach to data security, privacy, and control, each product includes tools that empower your teams to achieve compliance with confidence and security infrastructure that keeps your data safe.

Trusted By

We’ve got your back

CrmOne is trusted by over 4,000+ individuals in over 50 different countries.

Need the fine print? We’ve got you covered. Check out our Trust Center to access documents and reports, and to learn about CrmOne’s data privacy, security, and compliance.

Hear CrmOne’s leaders give a high-level overview of the end-to-end approach CrmOne takes to data security, privacy, and controls.

Crafted, not cobbled

When your tools are cobbled together without a solid foundation, each tool has a different standard for security or protocols for controlling data. Too much data spread across systems leaves gaps and cracks.

CrmOne is crafted, not cobbled.

Our product team takes a forward-thinking approach to privacy and security. We don’t build anything new unless we are meeting the security and privacy standards we’ve laid out.

Scale your company with software you can trust

Secure by design

The core tenets of CrmOne’s security program are to safeguard customer data and to maintain customer trust.

CrmOne uses a defense-in-depth approach to implement layers of security throughout our organization. We’re passionate about defining new security controls and continuously refining our existing ones.

Our security program is driven not only by compliance and regulatory requirements, Security Controls and threat intelligence.

Privacy and protections

Whether you’re using CrmOne products that are free or paid, feature-rich or lightweight, CrmOne works hard to maintain the privacy of data you entrust with us.

Data you store in CrmOne products is yours — we put our security program in place to protect it, and use it only as permitted in our Customer Terms of Service and Privacy Policy. We never share your data across customers and never sell it.

Compliance with confidence

Whether it’s GDPR or a similar local regulation, it’s more important than ever that your teams be mindful of data privacy.

With product features hat permanently deletes record data, “lawful basis to communicate” consent tracking, subscription settings, and cookie tracking consent banners that are customization across regions — CrmOne makes it easier than ever to comply with GDPR and similar regulations.

Data security, privacy, and control that scales with you.

CrmOne’s CRM platform was built for your front office teams — the backbone of our products’ success is providing a safe and trustworthy place for your data.

CrmOne employs the same sophisticated security measures of secure software development processes, infrastructure management, and alerting methodologies across the entire CRM platform.

Keep your data safe and protected from bad actors.

Popular Features

Free Secure Hosting Experience worry-free web hosting with our free, secure hosting service your website’s safety is our top priority

Standard SSL Certificate Secure your content and lead data with standard SSL on all CrmOne-hosted content. It gives your visitors peace of mind, and can also increase visibility in search results.

Single sign-on (SSO) Let users sign in to CrmOne using single sign-on credentials, making it easy for them to log in while enhancing security and your control over who has access.

Lawful basis processing We’ve overhauled our subscription setup to make “lawful basis to communicate” easy to track, including consent. You can track both opt-ins and opt-outs in CrmOne.

Field-level permissions Disable the editing of specific properties for certain reps to keep your team efficient and your database clean.

User roles Give each team member using your account the right permission levels for different functionality.

Hierarchical teams Organize users on multiple levels based on team, region, business unit, brand, or any other dimension, to suit the way your business works.

Partitioning Give teams different permissions for your blog posts, site pages, emails, forms, CTAs, lists, or workflows based on role, region, and more, so they can only see and edit content relevant to them.

Admin tools Includes permissions, partitioning, exporting user permissions, and more.

Data sync Automatically sync data two ways between CrmOne and dozens of popular third-party apps. Only available for select CrmOne-built integrations.

Security & Reliability

Cyber attacks happen every day. As you work to grow your business, you cannot afford for your website to be compromised. But managing servers, and monitoring the health of your website takes time, money, and resources.

Handles the security of your website for you so you can focus on your visitors’ and customers’ experience. Our goal is to provide you with the peace of mind that your site is hosted on one of the most secure available on the market today.

Speed

When making a decision on what you will build your site on, a few things are simply table stakes. If your isn’t fast, it can have a significant impact on your business. Your customer experience, or your rank in Google search results, should never suffer due to a slow site. That’s why it gives you the tools you need to make sure that your site is as fast as possible.

We asked our partners at Pingdom to run a study on how performs against other popular content management systems on the market. Below are the results.

Scalability

When choosing, you want to make sure that it has the features you’ll need to accommodate your business as it grows. It has everything you need to control who on your growing team can edit content, enabling you to grow your business by monitoring your site for quality.

You also want to ensure that your platform will scale as your traffic increases. With It, we take care of this for you, ensuring your bill doesn’t change month to month as your traffic fluctuates over time.

Ecosystem

Many content management systems have extensive ecosystems with a number of plugins, extensions, or apps that you can use to enhance your website. It is no different — except we take the time to vet every single integration available within our ecosystem to ensure they are safe and reliable on your site. Never stress over updating and managing plugins again. We take care of making sure these integrations are constantly up to date.

CrmOne – Channel Partner Policy

Introduction: Welcome to CrmOne! We are excited to have you as a channel partner and appreciate your interest in selling our CrmOne (Customer Relationship Management) solution. To ensure a successful and mutually beneficial partnership, we have established the following Channel Partner Policies for CrmOne Sales. These policies outline the terms and conditions that govern our collaboration and provide guidelines for conducting business as a channel partner.

Channel Partner Policy Criteria :

Membership	Recurring Commission
CrmOne Membership	40 %

FLAT 40% ON EVERY RENEWAL

Release Information:

A- Channel partners will be informed about any new product releases or updates.

B- We will provide help to ensure channel partners are well- equipped to promote and support the latest offerings.

Eligibility and Selection:

A- Prospective partners interested in selling CrmOne must meet specific criteria defined by us. These criteria may include but are not limited to experience in software sales, a strong customer base, industry expertise, and a commitment to promoting CrmOne effectively.

B- We reserve the right to evaluate and select channel partners based on the fulfillment of eligibility criteria and alignment with our company values and goals.

C- Each channel partner is required to maintain communication with clients exclusively via email. It is mandatory to include a CrmOne representative under the CC section of these emails.

Sales and Marketing Collaboration:

A- Channel partners will have access to marketing materials, sales collateral, and product information created and approved by us. These materials are to be used for promoting CrmOne accurately and professionally.

B- Any custom marketing materials or campaigns developed by channel partners must be reviewed and approved by us before usage.

Pricing and Discounts:

A- Pricing for CrmOne will be provided by us. Channel partners must adhere to the approved pricing structure and refrain from offering unauthorized discounts or rebates.

B- Special pricing or discounts for bulk purchases or enterprise-level deals may be negotiated with us on a case-by-case basis.

Lead Management and Deal Registration:

A- All leads generated by channel partners will be registered through our CrmOne system or a designated portal. Deal registration helps protect partner- generated opportunities and ensures fair compensation for successful sales.

B- We will review and approve deal registrations based on certain criteria, such as new opportunities, qualified prospects, no existing active opportunities.

Confidentiality and Data Protection:

A- Channel partners will have access to sensitive information about CrmOne, and customers. All such information must be treated with the utmost confidentiality and not shared with any unauthorized parties.

B- Channel partners must comply with all applicable data protection laws and regulations when handling customer data and CrmOne-related information.

Modification of Policies:

A- We reserve the right to modify these Channel Partner Policies for CrmOne Sales at any time. In such cases, partners will be notified of the changes, & the updated policies will be made available for review.

B- By proceeding with selling CrmOne, you acknowledge that you have read & understood the Channel Partner Policies outlined above & agree to abide by them.

CrmOne Referral Program

Disclaimer: This policy is subject to change at CrmOne’s discretion, and the company reserves the right to make adjustments or terminate the program as needed. Please refer to the latest policy for the most up-to-date information.

1. Introduction

CrmOne is excited to introduce its Referral Program, designed to reward our valued customers for referring new clients to our CRM software solution. As a token of our appreciation, we offer a referral incentive where you can enjoy a free subscription to CrmOne as long as the referred clients remain active on our platform. This policy outlines the details of our Referral Program, including eligibility, rewards, and terms and conditions.

2. Eligibility

To participate in CrmOne’s Referral Program, you must be an active CrmOne customer with a paid subscription. The Referral Program is available to all CrmOne customers, whether you are an individual user or part of an organization

3. Referral Process

A- To refer a new client to CrmOne, you must submit their contact information to our sales team or through the referral portal on our website.

B- The referred client must be a new customer to CrmOne and should not have an existing account or trial subscription.

4. Referral Incentive

As a token of our appreciation, when your referred clients subscribe to CrmOne, and they maintain an active subscription, you will be eligible for a free subscription to CrmOne, subject to the following conditions:

A- You must have successfully referred and maintained at least five (5) active clients on CrmOne.

B- An active client is defined as one who is not in arrears, has not cancelled their subscription, and is actively using the CrmOne platform.

C- Your free subscription will remain valid as long as you have a minimum of five (5) active clients referred by you who maintain their subscriptions.

D- If the number of active clients referred by you falls below five (5), your free subscription will be discontinued. You will have the option to revert to a paid subscription or refer additional clients to maintain your free subscription.

5. Payment and Billing

Your free subscription, as part of the referral program, will not be billed.The billing cycle will continue as usual, but no charges will be applied to your account as long as you meet the eligibility criteria.

6. Termination and Changes

CrmOne reserves the right to terminate, modify, or suspend the Referral Program at any time. Any changes to the program will be communicated to customers via email or through our website. In the event of termination or changes to the program, the existing free subscriptions will remain in effect as long as the referred clients remain active and the existing criteria are met.

7. Disqualification

CrmOne reserves the right to disqualify any referrals or participants that violate our terms and conditions or engage in fraudulent activity.

8. Conclusion

The CrmOne Referral Program is our way of thanking you for your trust in our platform and for spreading the word about our CRM solution. We appreciate your support and look forward to continuing to serve you and your referred clients with exceptional CRM services. Should you have any questions or require further clarification about our Referral Program, please do not hesitate to contact our CrmOne customer support team.

Specific Product / Services Policies

Product Specific Terms

PLEASE READ THESE TERMS CAREFULLY.

The CrmOne Product Specific Terms are intended to highlight some of the important things about using our different Subscription Services. The Product Specific Terms form part of the CrmOne Customer Terms of Service and are hereby incorporated therein.

If you are using any of the Subscription Services described below, the terms corresponding to those product(s) apply to your use. We periodically update this page by posting a revised copy at https://www.crmone.com/privacy-policy so please check back here for current information.

1. CrmOne CRM AND FREE SERVICES

1.1 CrmOne Subscription Fees

CrmOne, If you use the CrmOne CRM or any of our Free Services, we will make those services available to you free of charge for 21 Days until earlier of (a) the date on which your free subscription is terminated or (b) the start date of your paid subscription.

1.2 Email Send Limit

For the CrmOne, if you only use our Free Services, the CRM Email Send Limit is no limit; it completely depends upon the email you are using to send the mail per calendar month (the “CrmOne Email Sent Limit”).

If you reach your CrmOne CRM Email Send Limit, you will not be able to send any more emails until the start of the next calendar month, including emails pre-scheduled to go out after reaching the CrmOne CRM Email Send Limit. Kick-back emails from form conversion will not be interrupted. You may not increase your CrmOne CRM Email Send Limit.

1.3 Limits

You agree to not use the Free Services in any manner that substantially exceeds typical use projections, including but not limited to storage and bandwidth consumption.

We may change the limits that apply to your use of the CrmOne CRM or Free Services at any time in our sole discretion without notice to you, regardless of whether or not these are used in conjunction with other Subscription Services for which you pay us a fee.

1.4 Modifications

We may make changes to the CrmOne CRM or Free Services that materially reduce the functionality provided to you during the Subscription Term.

1.5 Non-Renewal Notice Period

To discontinue Free Services under this Agreement, you or we may close your account in accordance with the General Terms.

1.6 Retrieval of Customer Data

If you want to export Customer Data during your Subscription Term, you can retrieve Customer Data by following the instructions at the following knowledge base articles:

• Export your Content Data:
• Export your Contacts, Companies, Deals, or Tickets:
• Export your Ads Campaign Data:
• Export your Overall Email Performance Data:

If you need help retrieving your Customer Data during the Subscription Term, we will provide reasonable assistance to you, at your cost, and in accordance with the ‘Confidentiality’ section of the General Terms.

We strongly recommend retrieving your Customer Data prior to the end of your Subscription Term; for the CrmOne and Free Services, we will not provide you with any access to Customer Data after termination or expiration of your Subscription Term.

1.7 Unified Database

By using CrmOne CRM with other parts of the Subscription Service, you understand that all Contact Information will be stored in a unified database of Contacts associated with your subscription, and that all workflows you use will pull from this unified list of Contacts. While there’s no charge for Contacts in CrmOne CRM Product and Services Catalog.

2. Start-up, Professional, Enterprise

The terms in this Section 2.1 apply to any purchase of the following products: Start-up, Professional, Enterprise Products as defined below.

2.1.1 Definitions

“Start-up, Professional, Enterprise” means Contacts that are able to receive marketing emails and be targeted with ads, and are designated as Start-up, Professional, Enterprise in your CrmOne account.

“Start-up, Professional, Enterprise Products” means

as further described in the Product and Services Catalog, and including any additional Start-up, Professional, Enterprise that you may purchase with the above products. Details of Your Start-up, Professional, Enterprise subscription will be set out on your Order Form.

Terms not otherwise defined here will have the meaning as set out in the General Terms.

2.1.2 Start-up, Professional, Enterprise Products Email Send Limit

The CRM Email Send Limit is no limit; it completely depends upon the email you are using to send the mail per calendar month. If you reach your Email Send Limit, you may not be able to send any more emails. You may increase your Email Send Limit by upgrading in which case your fee will increase during the course of a Billing Period as described in the ‘Fee Adjustments’ section below.

2.1.3 Start-up, Professional, Enterprise Products Subscription Fees

The Subscription Fee for Start-up, Professional, Enterprise Products will remain fixed during the Subscription Term unless you:

(i) upgrade products or base packages,

(ii) subscribe to additional features or products, including additional Start-up, Professional, Enterprise, or

(iii) unless otherwise agreed to in the Order Form.

For our Start-up, Professional, Enterprise Products, once increased, your Subscription Fee will not decrease, even if there is a subsequent reduction in the number of Start-up, Professional, Enterprise or emails sent. Your Subscription Fee will not increase if you add Contacts which are not designated as Start-up, Professional, Enterprise by you in your account.

You can learn more about how your fees may be otherwise adjusted in the remainder of this ‘Fees Adjustments’ section below.

2.1.4. Fee Adjustments

2.1.4.2 Other Fee Adjustments. For detail on renewal pricing, see the ‘Fees’ section of the General Terms. We may choose to decrease or increase your fees upon written notice to you.

2.1.7 Limits

For all Start-up, Professional, Enterprise Products and paid Add-Ons to those products, we may change the limits that apply to you at any time in our sole discretion by updating the Product and Services Catalog.

Please refer to the Product and Services Catalog and your Order Form for details of any additional limits that apply to your Start-up, Professional, Enterprise Product subscription.

2.1.8 Downgrades

For our Start-up, Professional, Enterprise Products, you may designate your contacts as at any time. In order to avoid additional charges, you should purchase the appropriate tier of Subscription Service for your anticipated needs.

2.1.9 Modifications

We will not make changes to the – Start-up, Professional, Enterprise, and paid Add-Ons to these products that materially reduce the functionality provided to you during the Subscription Term.

We may make changes to our Start-up, Professional, Enterprise and Add-Ons to that Subscription Service that materially increases the functionality provided to you during the Subscription Term.

2.1.10 Notice of Non-Renewal

Unless otherwise specified in your Order Form, to prevent renewal of your Marketing Hub with Start-up, Professional, Enterprise subscription or paid Add-Ons to Marketing Hub with Start-up, Professional, Enterprise, you or we must give written notice of non-renewal and this written notice must be received before the next renewal period begins.

2.1.11 Retrieval of Customer Data

For Marketing Hub Professional – If you make a written request within thirty (30) days after termination or expiration of your subscription, we will provide you with temporary access to the Subscription Service to retrieve, or we will provide you with copies of, all Customer Data then in our possession or control. If we provide you with temporary access to the account, we may charge a reactivation fee. Thirty (30) days after termination or expiration of your Subscription, we will have no obligation to maintain or provide you the Customer Data. We will delete all Customer Data in our systems or otherwise in our control unless (i) we are legally prohibited or (ii) save as set out in the ‘Deletion or Return of Personal Data’ section of the DPA, then such Personal Data will be Processed in accordance with our DPA.

For Start-up, Professional, Enterprise, if you want to export Customer Data during your Subscription Term, you can retrieve Customer Data by following the instructions at the following knowledge base articles:

• Export your Contacts, Accounts, Survey, Forms, Deals.

2.1.12 Start-up, Professional, Enterprise Products

Notwithstanding anything to the contrary in the CrmOne General Terms, once you’ve purchased a Start-up, Professional, Enterprise Product, you cannot choose to re-purchase the product with additional contacts, which is not bill differently for Contacts,if it’s not listed in our Product & Services Catalog.

2.1.13 Brand Domains

In order to host multiple root domains associated with your company in a single CrmOne account, you must purchase a subscription to the Marketing Hub Enterprise – Start-up, Professional, Enterprise Subscription Service with the Brand Domain Subscription Service. A root domain is considered to be a different domain name that immediately precedes the top-level domain indicator.

2.3 SMS for Marketers

The terms in this section apply to your use of SMS for Marketers. To use SMS for Marketers, a Contact must be set as a Marketing Contact before being eligible to receive an SMS.

You are responsible for all compliance obligations related to applicable laws, rules and regulations relating to SMS communications when using SMS for Marketers, including those relating to marketing and data privacy, and carrier requirements and penalties. For your convenience, you may review the CrmOne Knowledge Base for additional information on SMS for Marketers Please note, we do not guarantee the availability of this feature in any or all geographical areas where SMS for Marketers is offered. Your use of this feature may, from time to time, be affected by full or partial outages.

3. Other Services

As a reminder, if your Subscription Service includes Start-up, Professional, Enterprise, Section 2 of these Product Specific Terms also applies; or if your Subscription Service reflected in your Order Form includes our legacy Marketing Hub, the Legacy Marketing Hub terms will apply.

3.1 “Paid Users” means those types of Users (defined in the General Terms) for which we charge you fees as set forth in our Product and Services Catalog.

3.2 Subscription Fees

The Subscription Fee for the Subscription Services will remain fixed during the Subscription Term unless you:

(i) exceed User or other applicable limits (see the ‘Limits’ section below),

(ii) upgrade Subscription Services or base packages,

(iii) subscribe to additional features or Subscription Services, or

(iv) unless otherwise agreed to in the Order Form.

For our Sales Hub and Service Hub Subscription Services, you will be charged fees associated with all Paid Users. For Sales Hub and Service Hub Professional and Enterprise, your number of Paid Users will not decrease, even if there is a subsequent reduction in the number of assigned Paid Users.

3.3 Fee Adjustments

For details on renewal pricing, see the ‘Fees’ section of our General Terms.

3.4 Limits

For our Subscription Services and paid Add-Ons, we may change the limits that apply to you at any time at our sole discretion.

Please refer to the Product and Services Catalog and your Order Form for details of any additional limits that apply to your Subscription Services.

3.5 Downgrades

You may downgrade your Subscription Services at your next renewal date if you complete a new Order Form.

3.6 Modifications

We may make changes to the Subscription Services and Add-Ons that materially reduce the functionality provided to you during the Subscription Term.

3.7 Non-Renewal Notice Period

Unless otherwise specified in your Order Form, to prevent renewal of your Subscription Services or paid Add-Ons, you or we must give written notice of non-renewal, which must be received before the next renewal period begins.

3.8 Retrieval of Customer Data

If you want to retain or export Customer Data during your Subscription Term, you can retrieve Customer Data by following the instructions at the following knowledge base articles

• Export your Content Data:
• Export your Contacts, Companies, Deals, or Tickets:
• Export your Ads Campaign Data:

We will provide reasonable assistance to you, at your cost, if you require any assistance to retrieve your Customer Data during the Subscription Term, and in accordance with the ‘Confidentiality’ section of the Terms of Services.

We strongly recommend retrieving your Customer Data prior to the end of your Subscription Term; for the Sales Hub, Service Hub, CMS Hub, and Operations Hub, we will not provide you with any access to Customer Data after termination or expiration of your Subscription Term.

3.9 Sales Hub

The terms in this Section also apply to any purchase of Sales Hub:

3.9.1 Documents. Files that you upload using the ‘Documents’ feature are stored by us and shared with other users of your CrmOne CRM team

3.9.2 Sales Extension Uninstall. The Sales Extension for Google Chrome and Outlook may leave remnants of application settings and log files on your device even after the Sales Extension has been uninstalled. For more information on how to uninstall the Sales Extension, please refer to this knowledge base article

3.9.3 Revenue Reporting Tools. Revenue reporting tools provided as part of the Subscription Service are not intended to be used as systems of record for financial, tax, employee commission, or other regulatory compliance or reporting. You are responsible for ensuring the accuracy or reports derived using the revenue reporting tools.

3.9.4 E-signature. The e-signature feature provided as part of the Subscription Service allows you to obtain electronic signatures on documents. We strongly encourage you to take appropriate measures to secure, store and backup your important documents.

3.10 Operations Hub

The terms in this Section also apply to any purchase of Operations Hub:

You are responsible for ensuring the completeness, accuracy and configuration of all Customer Data transferred using the Operations Hub data sync feature. You are also responsible for ensuring you have all necessary licences and consents to share two-way and historical Customer Data syncing features described in the Product and Services Catalog.

4. OTHER SERVICES

4.1 Consulting Services

You may purchase Consulting Services by placing an Order with us. Unless we otherwise agree, the Consulting Services we provide are described in the Product and Services Catalog and will be delivered in English. Fees for these Consulting Services are in addition to your Subscription Fee. If you purchase Consulting Services that recur, they will be considered part of your subscription and will renew in accordance with your subscription.

4.1.1 Location. All Consulting Services are performed remotely, unless you and we otherwise agree. For Consulting Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.

4.1.2 Delivery. If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”).

If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description, which delivery period will commence upon purchase (the “Delivery Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase.

If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.

4.1.3 Third Party Providers. We might provide some or all elements of the Consulting Services through third party service providers. Consulting Services are non-cancellable and all fees for Consulting Services are non-refundable.

4.2 Communication Services

“Communication Services” means third-party forums, online communities, blogs, personal web pages, calendars, and/or other social media communication facilities (such as Facebook, Twitter and LinkedIn) linked to or from the Subscription Service that enable you to communicate with the public or with a private group. If you use the WhatsApp Business Messenger, this section applies to you, in addition to the WhatsApp Business Messenger terms below.

You agree to use Communication Services only in compliance with any terms of use specified by each Communication Service. We do not control the content, messages or information found in the Communication Services. We will not have any liability with regards to the Communication Services and any actions resulting from your use of the Communication Services.

4.3 CrmOne Directory and Community

If you use the CrmOne Directory (as defined in the CrmOne Marketplace Terms of Use), you agree to comply with the CrmOne Marketplace Terms of Use available. If you use the CrmOne Community (as defined in the CrmOne Community Terms of Use), you agree to comply with the CrmOne Community Terms of Use available.

4.4 CrmOne Academy

We may offer educational seminars or certifications through CrmOne Academy. The descriptions of these educational seminars and certifications, and the terms and conditions that apply to your participation in CrmOne Academy are available. By participating in a CrmOne Academy educational seminar or certification, you agree to abide by the applicable terms and conditions for CrmOne Academy.

4.5 CrmOne Insights and Enrichment Data

CrmOne Insights is a database of company information that CrmOne gathers from public and third party sources. It is updated in real-time as we get new information.

“Enrichment Data” means the company level information we make available to you as part of the CrmOne Insights database. Enrichment Data does not include Personal Data. We do not use Customer Data to populate Enrichment Data. You’ll recognize Enrichment Data in the CrmOne CRM because it is flagged with a grey information icon (or highlighted in some other way), which on hover, identifies the property as being filled from CrmOne’s Insights database. These properties may include information such as company name, company location, and company address.

If we make Enrichment Data available to you, then you may only use that Enrichment Data in connection with your use of the Subscription Service. We may change what Enrichment Data we provide, or discontinue providing Enrichment Data at any time with or without notice to you.

4.6 Calling

You agree to comply with all applicable laws, rules and regulations when using CrmOne’s calling tool. Your use of the calling tool within the Subscription Services is limited to the number of minutes included in your Subscription Service. We do not guarantee the availability of our calling feature in any or all geographical areas. If you are interested in obtaining a list of countries to which we currently offer calling, please contact our Support team. We may update this list at any time without notice to you. We may also disable your ability, or charge you a fee, to make calls to certain countries if we choose to, even if we generally offer calling to these countries. One reason we may do this is if you are making a disproportionate or excessive number of calls to these countries.

Please note, we do not guarantee the availability of this feature in any or all geographical areas where calling is offered. Your use of this feature may, from time to time, be affected by full or partial outages.

4.7 Call Recording

You agree to comply with all applicable laws, rules and regulations relating to the recording of phone calls or other electronic communications. You also agree to obtain proper consent to record phone calls prior to making any recordings as required by applicable law. While the CrmOne call recording tool includes features to help you comply with call recording laws, we make no representation or warranty with respect to these features. You may use this tool to record your calls or to import call recordings from another source. You agree to be responsible for any content and communications exchanged on calls. You represent and warrant that you have obtained all necessary rights to share such content and communications with us and allow us to process and use them to provide the Subscription Service to you.

4.8 WhatsApp Integration

The terms in this Section apply to your use of our WhatsApp integration by connecting your WhatsApp Business account as a channel in the conversations inbox. If you connect your WhatsApp Business account to the conversations inbox, you also agree to WhatsApp’s Business Solution Terms available at

https://www.whatsapp.com/legal/business-solution-terms/.

If you connect your WhatsApp Business account to the conversations inbox, (i) you agree that Meta Platforms, Inc. (“Meta”) will function as a Sub-Processor under the DPA, and (ii) if your Customer Data is hosted outside of the United States, you agree Meta will be an Exclusion as detailed in the CrmOne Regional Data Hosting Policy available at

https://legal.crmone.com/CrmOne-regional-data-hosting-policy.

Please note, we do not guarantee the availability of this feature in any or all geographical areas where WhatsApp is offered. Your use of this feature may, from time to time, be affected by full or partial outages caused by WhatsApp and/or Meta. While we do not assume any responsibility for the results of these outages, we will investigate them in a timely manner to the extent feasible. CrmOne may notify you of these outages at its sole discretion, but is not obligated to do so.

4.9 Beta Services

If we make beta access to some or all of the Subscription Service (the “Beta Services”) available to you (i) the Beta Services are provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Beta Services for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind, except in respect of losses that cannot be legally limited or excluded under law, related to your use of the Beta Services. For all Beta Services, the CrmOne Beta Terms available also apply. If we inform you of additional terms and conditions that apply to your use of the Beta Services, those will apply as well. We might require your participation to be confidential, and we might also require you to provide feedback to us about your use of the Beta Services. You agree that we own all rights to use and incorporate your feedback into our services and products, without payment or attribution to you.

4.10 Third Party Sites and Products

You can choose to integrate Third Party Sites and Products with the Subscription Service. We are not responsible for any Third-Party Sites and Products or for any issues arising from or related to the Third Party Site or Product. The availability of any integration to a Third-Party Site or Product does not mean we endorse, support or warrant the Third-Party Site or Product.

5. AI PRODUCTS

We may offer products, features, or tools as part of the Subscription Services that are powered by artificial intelligence, machine learning, or similar technologies (collectively, “AI Products”). The terms in this section govern your use of the AI Products within the Subscription Services. They do not apply to the use of any Third-Party Products or Third-Party Sites that are powered by artificial intelligence, machine learning, or similar technologies.

The AI Products may be provided to you as a Beta Service, and if so, the CrmOne Beta Terms available at: https://legal.crmone.com/CrmOne-beta-terms also apply. Some of the AI Products in your account may be toggled on or off by default; you can adjust these settings at any time in your account. Additional information is available in the CrmOne Knowledge Base.

5.1 Input and Output

You are responsible for any text, images, or other content you upload or submit to the AI Products (“Input”) as well as the text, images, or other content generated by the AI Products based on your Input (“Output”). You will ensure that your use of the AI Products, including Input and Output, complies with our Agreement and with applicable law. You acknowledge that (i) except to the extent it is Customer Data (as defined in the CrmOne Customer Terms of Service), Input will not be treated as Confidential information, therefore, you should not include any data or information in your Input that you’re restricted from using or sharing (for example, third party confidential information); (ii) Output will not be Confidential Information, also except to the extent it contains Customer Data); and (iii) Output may not be accurate or reliable and that you should independently review all Output before using or sharing it.

5.2 Ownership and Rights

Between you and CrmOne, you retain all rights you may have to use and exploit your Output and we retain all ownership in and to the AI Products, including but not limited to all algorithms or models and aggregated results of developing the AI Products. This means you can use your Output for any lawful purpose, including commercial purposes such as sale or publication, in accordance with the Customer Terms of Service (including these Product Specific Terms).

You acknowledge that Output may not be unique across users and that the AI Products may generate the same or similar Output for you or a third party. For example, you may provide Input into an AI Product such as “What color is the sky?” and receive responses such as “The sky is blue.” These responses are not unique to you and you may not claim ownership in them.

5.3 Availability and Modifications

We do not guarantee the availability of the AI Products in any or all geographical areas. Notwithstanding anything to the contrary in this Agreement, any production downtime impacting the AI Products that results from a failure of a third party service provider will not be included in the Service Uptime Commitment.

Notwithstanding anything to the contrary in our Terms of Service or these Product Specific Terms, we may make changes to the AI Products that materially reduce the functionality provided to you during the Subscription Term or change the limits that apply to you at any time in our sole discretion.

6. SERVICE UPTIME COMMITMENT

6.1 For the purposes of this ‘Service Uptime Commitment’ section, the following definitions will apply:

“Downtime” means a critical full outage/severe issue that constitutes a catastrophic problem causing complete inability to use the Subscription Service, excluding Free Services, across a significant portion of the production environment (e.g. crash or hang), resulting in production downtime and where there is no workaround or solution to the problem.

“Excluded” means the following: (i) unavailability caused by circumstances beyond our reasonable control, including, without limitation, act of God, acts of government, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving our employees), or any other force majeure event or factors; (ii) any problems resulting from Customer’s combining or merging the Subscription Service with any hardware or software not supplied by us or not identified by us in writing as compatible with the Subscription Service; (iii) interruptions or delays in providing the Subscription Service resulting from telecommunications or internet service provider failures outside of our datacenter as measured by our third party website availability monitoring provider; (iv) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Subscription Service; and (v) unavailability while we perform maintenance on the Subscription Service when necessary, in CrmOne’s sole, reasonable discretion.

“Service Uptime” means (total hours in calendar month – Excluded duration – Downtime duration) / (total hours in calendar month – Excluded duration ) x 100% = Service Uptime.

6.2 We will use commercially reasonable efforts to meet a Service Uptime of 96% for our Subscription Service in a given calendar month. All availability calculations will be based on our system records. Notwithstanding anything to the contrary in this Agreement, as Customer’s sole and exclusive remedy for failure to meet Service Uptime commitments, in the event there are two (2) or more consecutive calendar months during which the Service Uptime falls below 96% in a given calendar month, Customer will be entitled to receive a credit equal to the pro-rated amount of fees applicable to the downtime as measured within two (2) or more consecutive calendar months during which the Service Uptime fell below 96%. The credit will be applied against an invoice or charge for the following renewal Subscription Term, provided Customer requests such credit within twenty (20) days of the end of the relevant calendar month in which CrmOne did not meet the Service Uptime of 96%. Notwithstanding anything to the contrary in the Agreement or this section, this ‘Service Uptime Commitment’ section does not apply to our Free Services.

7. CUSTOMER SUPPORT

If you pay us a Subscription Fee for our Starter edition products, you can select from support options available in-app, at no additional cost at starting. If you pay us a Subscription Fee for our Professional or Enterprise edition products or have purchased the CrmOne CMS, phone, email and in-app support is included at no additional cost.

7.1 Email

Email is provided during phone support hours only. We attempt to respond to email within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time. We may limit or deny your access to support if we determine, in our reasonable discretion, that you are acting, or have acted, in a way that results or has resulted in misuse of support or abuse of CrmOne representatives.

7.2 Phone Support

Phone support for Professional or Enterprise edition subscriptions is available from 9 am Monday to 9 pm everyday IST (Indian Standard Time). Please note, these hours will be reduced i) during holidays ii) in all locations during CrmOne’s company-wide designated week of rest. We accept email and in-app support questions 24 hours per day x 7 days per week. Email and in-app questions can be submitted through the help widget in the lower right hand corner of your account

7.3 Support Limitations

Issues resulting from your use of API’s or your modifications to code in the Subscription Service may be outside the scope of support. We will only provide support for integrations which are listed in-app as being supported by CrmOne.

7.4 Free Services

If you do not pay a Subscription Fee, support is available to you through the CrmOne Community…

CrmOne Cookie Policy

This Cookie Policy explains how CrmOne, Inc. and our affiliated entities listed on use cookies and similar technologies to recognise you when you visit our Websites www.crmone.com. It explains what these technologies are and why we use them, as well as your rights to control our use of them.

What are cookies?

A cookie is a small file containing a string of characters that is sent to your computer when you visit a website. When you visit the site again, the cookie allows that site to recognize your browser. Cookies may store user preferences and other information.

Cookies provide a convenience feature to save you time, or tell the Web server that you have returned to a specific page.

Cookies set by the website owner (in this case, CrmOne) are called “first party cookies”. Cookies set by parties other than the website owner are called “third party cookies”. Third party cookies enable third party features or functionality to be provided on or through the website (e.g. like advertising, interactive content and analytics). The parties that set these third party cookies can recognize your computer both when it visits the website in question and also when it visits certain other websites.

Why do we use cookies?

We use first party and third party cookies for several reasons. Some cookies are required for technical reasons in order for our Websites to operate, and we refer to these as “essential” or “strictly necessary” cookies. Other cookies also enable us to track and target the interests of our users to enhance the experience on our Websites and Subscription Service. For example, CrmOne keeps track of the Websites and pages you visit within CrmOne, in order to determine what portion of the CrmOne Website or Subscription Service is the most popular or most used. This data is used to deliver customized content and promotions within the CrmOne Website and Subscription Service to customers whose behavior indicates that they are interested in a particular subject area. Third parties serve cookies through our Websites for advertising,

Analytics and other purposes. This is described in more detail below.

What types of cookies do we use and how do we use them?

The specific types of first and third party cookies served through our Websites and the purposes they perform. These cookies include:

• Essential website cookies: These cookies are strictly necessary to provide you with services available through our Websites.
• Performance and functionality cookies: These cookies are used to enhance the performance and functionality of our Websites but are non-essential to their use. However, without these cookies, certain functionality may become unavailable.
• Analytics and customization cookies: These cookies collect information that is used either in aggregate form to help us understand how our Websites are being used or how effective our marketing campaigns are, or to help us customize our Websites for you.
• Advertising cookies: These cookies are used to make advertising messages more relevant to you. They perform functions like preventing the same ad from continuously reappearing, ensuring that ads are properly displayed for advertisers, and in some cases selecting advertisements that are based on your interests.
• Social networking cookies: These cookies are used to enable you to share pages and content that you find interesting on our Websites through third party social networking and other websites. These cookies may also be used for advertising purposes too.

How can I control cookies?

You have the right to decide whether to accept or reject cookies. You can exercise your cookie preferences by clicking on the appropriate opt-out links provided below.

You can set or amend your web browser controls to accept or refuse cookies. If you choose to reject cookies, you may still use our website though your access to some functionality and areas of our website may be restricted. As the means by which you can refuse cookies through your web browser controls vary from browser-to-browser, you should visit your browser’s help menu for more information.

In addition, most advertising networks offer you a way to opt out of targeted advertising. Please note this does not opt you out of being served advertising. You will continue to receive generic advertisements.

Essential website cookies: Because these cookies are strictly necessary to deliver the Websites to you, you cannot refuse them. You can block or delete them by changing your browser settings however, as described above.

What about other tracking technologies, like web beacons?

Cookies are not the only way to recognise or track visitors to a website that help us better manage the Website and Subscription Service by informing us what content is effective. They are tiny graphics with a unique identifier, similar in function to cookies, and are used to track the online movements of Web users. In contrast to cookies, which are stored on a user’s computer hard drive, are embedded invisibly on Web pages or in emails and are about the size of the period at the end of this sentence. We use or pixels in our HTML-based emails to let us know which emails have been opened by recipients. This allows us to gauge the effectiveness of certain communications and the effectiveness of our marketing campaigns. We tie the information gathered by in emails to our customers’ Personal Information.

Do you use Flash cookies or Local Shared Objects?

The Adobe Flash Player (and similar applications) use technology to remember settings, preferences and usage similar to browser cookies but these are managed through a different interface than the one provided by your Web browser. This technology creates locally stored objects that are often referred to as “Flash cookies.” CrmOne does not use Flash cookies. However, our customers of our software platform may create pages on the CrmOne platform that employ Adobe Flash cookies. CrmOne does not have access or control over our customers’ Flash cookies, but you may access your Flash management tools from Adobe’s website directly here.

Similarly, our customers may create pages using the CrmOne Subscription Service that use technology from tracking utility companies. The use of these technologies by our customers is not covered by our Cookie Policy or Privacy Notice. We do not have control over third party cookies or trackers our customers use.

Do you serve targeted advertising?

Third parties may serve cookies on your computer or mobile device to serve advertising through our Websites. These companies may use information about your visits to this and other websites in order to provide relevant advertisements about goods and services that you may be interested in. They may also employ technology that is used to measure the effectiveness of advertisements. This can be accomplished by using cookies or web beacons to collect information about your visits to this and other sites in order to provide relevant advertisements about goods and services of potential interest to you. The information collected through this process does not enable us or them to identify your name, contact details or other personally identifying details unless you choose to provide these.

How often will you update this Cookie Policy?

We may update this Cookie Policy from time to time in order to reflect, for example, changes to the cookies we use or for other operational, legal or regulatory reasons. We will notify you of any material changes to this Cookie Policy prior to the changes becoming effective by posting the changes on this page and providing a more prominent notice with on-site or email notifications. Please therefore re-visit this Cookie Policy regularly to stay informed about our use of cookies and related technologies.

The date at the top of this Cookie Policy indicates when it was last updated.

Where can I get further information?

If you have any questions about our use of cookies or other technologies, please email us at connect@crmone.com.

CrmOne GDPR Compliant

What is the GDPR anyway?

The GDPR (General Data Protection Regulation) is an EU Regulation that significantly enhances the protection of the personal data of EU citizens and increases the obligations on organisations who collect or process personal data. The regulation builds on many of the 1995 Directive’s requirements for data privacy and security, but includes several new provisions to bolster the rights of data subjects and add harsher penalties for violations. The regulate came into effect on May 25th, 2018.

What was the story before the GDPR?

You’ve likely heard a lot about the GDPR in 2018, but did you know we’ve had data protection legislation in the EU for quite a while already? Although the 1995 EU Data Protection Directive was replaced by the GPDR in May 2018, the Directive sets out the eight data protection principles which have been governing the treatment of personal data by organizations for over two decades!

Does the GDPR apply to me?

The GDPR applies to businesses that a) market their products to people in the EU or who b) monitor the behavior of people in the EU. In other words, even if you’re based outside of the EU but you control or process the data of EU citizens, the GDPR will apply to you.

Disclaimer:  This website is neither a magnum opus on EU data privacy nor legal advice for your company to use in complying with EU data privacy laws like the GDPR. Instead, it provides background information to help you better understand how CrmOne has addressed some important legal points. This legal information is not the same as legal advice, where an attorney applies the law to your specific circumstances, so we insist that you consult an attorney if you’d like advice on your interpretation of this information or its accuracy. In a nutshell, you may not rely on this paper as legal advice, nor as a recommendation of any particular legal understanding.

Important components of the GDPR

• Individual’s Rights
• Internal Procedures
• Supervisory Authorities
• Scope, Accountability and Penalties

Consent 

The GDPR steps up the standard for disclosures when obtaining consent, as it needs to be “freely given, specific, informed and unambiguous,” with controllers using “clear and plain” legal language that is “clearly distinguishable from other matters”. Controllers will also be required to provide evidence that their processes are compliant and followed in each case.

Essentially, your customer cannot be forced into consent, or be unaware that they are consenting to processing of their personal data. They must also know exactly what they are consenting to and they must be informed in advance of their right to withdraw that consent. Obtaining consent requires a positive indication of agreement – it cannot be inferred from silence, pre-ticked boxes or inactivity. This means that informing the user during the opt-in is becoming more important.

New Rights for Individuals

The regulation also builds in two new rights for data subjects: a “right to be forgotten” that requires controllers to alert downstream recipients of deletion requests and a “right to data portability” that allows data subjects to demand a copy of their data in a common format. These two rights make it easier for users to request that any information stored should be deleted or that information that has been collected should be shared with them.

Access Requests

Data subjects always had a right to request access to their data. But the GDPR enhances these rights. In most cases, you will not be able to charge for processing an access request, unless you can demonstrate that the cost will be excessive. The timescale for processing an access request will also drop to a one month period but this can be extended a further two months in some circumstances. In certain cases, organizations may refuse to grant an access request, for example where the request is deemed manifestly unfounded or excessive. However, organizations will need to have clear refusal policies and procedures in place, and demonstrate why the request meets these criteria.

Privacy by Design and DPIA

There are several new principles for entities that handle personal data, including a requirement to build in data privacy “by design” when developing new systems and an obligation to perform a Data Privacy Impact Assessment (DPIA) when processing using “new technologies” or in risky ways. A DPIA is the process of systematically considering the potential impact that a project or initiative might have on the privacy of individuals so that potential privacy issues can be identified before they arise, giving the organization time to come up with a way to mitigate them before the project is underway.

Data Privacy Officer

On the security side, the GDPR requires many businesses to have a Data Privacy Officer (DPO) to help oversee their compliance efforts. Organizations requiring DPOs include public authorities, organizations whose activities involve the regular and systematic monitoring of data subjects on a large scale, or organizations who process sensitive personal data on a large scale.  

Contracts & Privacy Documentation

Since the GDPR is all about transparency and fairness, Controllers and Processors need to review their Privacy Notices, Privacy Statements, and any internal data policies to ensure they meet the requirements under the GDPR. If a Controller engages third party vendors to process the personal data under their control, they need to ensure their contracts with those Processors are updated to include the new, mandatory Processor provisions set out in Article 28 of the Regulation. Similarly, Processors should consider what changes they’ll need to make to their customer contracts to be GDPR compliant.

One-Stop Shop

One particular item in the GDPR should serve to make the lives of these Data Protection Officers easier: the GDPR’s new “one stop shop” provision, under which organizations with offices in multiple EU countries will have a “lead supervisory authority” to act as a central point of enforcement so they don’t struggle with inconsistent directions from multiple supervisory authorities.

Reporting Breaches

The GDPR contains a requirement that controllers must notify their country’s supervisory authority of a personal data breach within 72 hours of learning of it unless the data was anonymize or encrypted. In practice, this will mean that most data breaches must be reported to the Data Protection Commissioner.  Breaches that are likely to bring harm to an individual – such as identity theft or breach of confidentiality – must also be reported to the individuals concerned.

Scope

The GDPR applies to non-EU businesses who market their products to people in the EU or who monitor the behavior of people in the EU. In other words, even if you’re based outside of the EU but you control or process the data of EU citizens, the GDPR likely applies to you.

Accountability

This concept requires Controllers and Processors to be able to demonstrate their compliance with the GDPR to their local supervisory authority. Processes should be recorded, implemented and reviewed on a regular basis. Staff should be trained and appropriate technical and organizational measures should be taken to ensure and demonstrate compliance.

Severe Penalties

The importance of the GDPR’s new provisions is underscored by the new penalties it imposes for violations. Depending on the type of violation in question, controllers and processors who mishandle personal data or otherwise violate data subjects’ rights could incur fines of up to €20 million or 4% of their global annual turnover (whichever is greater).

If you’re already a CrmOne customer or partner, please contact your account manager if you have any further questions, comments or suggestions.

What did the law say before the GDPR?

Although the DPD was replaced by the GPDR, it sets out the eight data protection principles which the GDPR builds on. These rules govern how organizations should treat personal data and are set out below:

Obtain and process the personal data fairly

Keep it only for one or more specified and lawful purposes

Process it only in ways compatible with the purposes for which it was given to you initially

Keep it safe and secure

Keep it accurate and up-to-date

Ensure that it is adequate, relevant and not excessive

Retain it no longer than is necessary for the specified purpose or purposes

Give a copy of his/her personal data to any individual, on request.

The DPD was a Directive, which is a legislative act that sets out a goal that all EU countries must achieve. However, it is up to the individual countries to devise their own laws on how to reach these goals. In Ireland for example, the goals of the DPD were implemented through the Irish Data Protection Act, 1998.

A Regulation on the other hand, such as the GDPR, is a binding legislative act which applies in its entirety across the EU. 

Is double-opt-in mandatory?

For those unfamiliar with the term, “double-opt-in” is a 2-step mechanism where a person must confirm their email address after initially signing up. The GDPR does not require double-opt-in (though certain countries may make this mandatory).

It’s worth noting that subscribers to the CrmOne service may already choose to enable double-opt-in functionality in their portals as an additional protective measure in proving they obtained the required consent.

How will Brexit impact the compliance for businesses based in the UK?

In June 2016, a majority of UK voters voted in favour of leaving the EU in the “Brexit” referendum. In March 2017, Theresa May gave notice to leave the EU under Art. 50 which triggered the commencement of the Brexit negotiations. This regulator resource may be helpful as the terms of Brexit morph over time:

If you’re based outside the UK but have vendors or affiliates in the UK with whom you share personal data, you’ll also need to keep an eye on developments in this area. When the UK leaves, cross-border data flows may not automatically have adequate safeguards and therefore additional projections may be required to protect data you transfer to the UK.

How are the Rights of Individuals affected by the GDPR?

Individuals already had a lot of rights which protected their personal data under the 1995 Data Protection Directive, but the GDPR significantly strengthened these rights such that data subjects can now:

obtain details about how their data is processed by an organization or business;

obtain copies of personal data that an organization holds on them;

have incorrect or incomplete data corrected;

have their data erased by an organization, where, for example, the organization has no legitimate reason for retaining the data;

obtain their data from an organization and to have that data transmitted to another organization (Data Portability);

object to the processing of their data by an organization in certain circumstances;

not to be subject to (with some exceptions) automated decision making, including profiling.

Does EU data now have to be stored in the EU?

No. There is no obligation under the GDPR for data to be stored in the EU and the rules regarding transfer of personal data outside the EU will not change. This means that, as long as the personal data is “adequately protected”, data may be transferred abroad. For example, the EU has prepared a list of countries which they deem to provide an adequate standard of protection (known as “white listed countries”), so it is permissible to transfer data to those countries. Where a country is not on that EU list (for example, the USA), the controller must rely on use of approved contractual provisions (e.g. the Model Clauses or Corporate Binding Rules) or one of the other alternative measures, provided for in Law, such as the Privacy Shield certification.

Where can I find additional resources?

We’ve compiled a list of additional sites for more information around the new regulation down below. Please feel free to check them out. 

The Irish Data Protection Commissioner’s GDPR

Guidance from the German Federal Commissioner for Data Protections’ on the GDPR

EU Data Protection Supervisor

Find your Supervisory Authority

Full text of the GDPR

Full text of the GDPR in German

The EU’s GDPR

The UK Information Commissioner’s Office

Are you GDPR ready?

Read through our checklist to find out more.

Since every business is different and the GDPR takes a risk-based approach to data protection, companies should work to assess their own data collection and storage practices (including the ways they use CrmOne’s marketing and sales tools), seek their own legal advice to ensure that their business practices comply with the GDPR. In determining your next steps, here are some of the questions you should consider. 

The Assessment

What personal data do we collect/store?

Have we obtained it fairly? Do we have the necessary consents required and were the data subjects informed of the specific purpose for which we’ll use their data? Were we clear and unambiguous about that purpose and were they informed of their right to withdraw consent at any time?

Are we ensuring we aren’t holding it for any longer than is necessary and keeping it up-to-date?

Are we keeping it safe and secure using a level of security appropriate to the risk? For example, will encryption or pseudonymisation be required to protect the personal data we hold?  Are we limiting access to ensure it is only being used for its intended purpose?

Are we collecting or processing any special categories of personal data, such as ‘Sensitive Personal Data’, children’s data, biometric or genetic data etc. and if so, are we meeting the standards to collect, process and store it?

Are we transferring the personal data outside the EU and if so, do we have adequate protections in place?

The GDPR Project Plan

Have we put a project plan together to ensure compliance by the May 2018 deadline?

Have we secured buy-in at executive level to ensure we have the required resources and budget on hand to move the project forward?

Do we require a Data Privacy Impact Assessment?

Do we need to hire a Data Privacy Officer?

Are we implementing a policy of ‘Data Protection by Design and Default’ to ensure we’re systematically considering the potential impact that a project or initiative might have on the privacy of individuals?

Have we considered how we handle employee data in our plan?

The Procedures and Controls

Are our Security team informed to ensure they’re aware of their obligations under the GDPR and do they have sufficient resources to implement any required changes or new processes?

Do we have procedures in place to handle requests from data subjects to modify, delete or access their personal data? Do these procedures comply the new rules under the GDPR?

Do we have security notification procedures in place to ensure we meet our enhanced reporting obligations under the GDPR in case of a data breach in a timely manner?

Are our staff trained in all areas of EU data privacy to ensure they handle data in a compliant manner?

Do we review and audit the data we hold on a regular basis?

The Documentation

Do we have a Privacy Policy in place and if so, do we need to update it to comply with the GDPR?

Do we have a defined policy on retention periods for all items of personal data, from customer, prospect and vendor data to employee data? Is it compliant with the GDPR?

Are our internal procedures adequately documented?

If we’re a data processor, have we updated our contracts with the relevant controllers to ensure they include the mandatory provisions set out in Art. 28 of the GDPR?

In cases where our third party vendors are processing personal data on our behalf, have we ensured our contracts with them have been updated to include those same processor requirements under the GDPR?

Disclaimer

This legal information is not the same as legal advice, where an attorney applies the law to your specific circumstances, so we insist that you consult an attorney if you’d like advice on your interpretation of this information or its accuracy. In a nutshell, you may not rely on this paper as legal advice, nor as a recommendation of any particular legal understanding.

Personal data

Any information related to a person or contact, for example: name, national ID number, address, IP address, etc. This type of information is also known as personally identifiable information (PII).

General Data Protection Regulation (GDPR)

A European Union (EU) law that protects the personal data of EU and European Economic Area citizens and residents. It outlines requirements necessary for both EU businesses and any business that collects or processes this personal data. Similar requirements can also be found in many national data privacy laws outside of the EU.

Controller

A business or person that decides why and how to process data about a person. One example is a business owner serving as a Controller over its data stored in CrmOne, where the business makes decisions about how to use the data. Note: A business or person can be both a controller and a processor at the same time.

Processor

A business or person that processes data. They process the data as instructed, but don’t have control over how or why it’s processed. For example, CrmOne is a processor for a business owner when CrmOne stores and processes data based on the business owner’s instructions. Note: A business or person can be both a controller and a processor at the same time.

Processing (data processing)

Any action performed on personal data. This can be automated or manual. Examples include: collecting, organizing, recording, storing, or deleting data.

Consent

Giving permission to use or share data. This could be done via opting-in or can be implied.

Under the GDPR and similar data privacy laws, consent must be freely given, specific, informed and unambiguous. Consent must be positive and affirmative, and in some cases it must be explicitly given.

Affirmative or explicit consent

When a person communicates clear approval and agreement to process their data. For example, responding “Yes” to receiving text messages from a business.

Implicit consent

When consent can reasonably be assumed from a person’s action or inaction. For example, when a customer buys a product from a business, their personal data would be processed in order to ship the product, to provide customer support, etc.

Consent to process (data)

When a contact has agreed to the collecting, storing, sending, etc. of their data, also known as processing data. Under the GDPR and other privacy laws, this permission must be “freely given, specific, informed and unambiguous.”

Consent to communicate

When a contact has given permission to be contacted or receive communication. For example, via SMS, email, etc.

Double opt in

A type of consent that requires two separate positive actions. For example, to double-opt-in to receive marketing emails would mean first signing up for the emails, then clicking on a separate email confirmation link.

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App Partner Program

PLEASE READ THIS APP PARTNER PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the Company) and us (CrmOne). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot have you take part in our App Partner Program unless you agree to them. By taking part in our App Partner Program , you are agreeing to these terms and agree to and accept the following: our Developer Terms, our Developer Policy (together our “Platform Policy”), and our Business Partner DPA. If there’s a conflict between the Developer Terms and this App Partner Program Agreement, the App Partner Program Agreement shall control.

1. Definitions

“Agreement” means this App Partner Program Agreement and all materials referred or linked to here. If you’re keeping track, this used to be called the Connect Partner Program Agreement.

“App Marketplace” refers to CrmOne’s App Marketplace

“App Partner Participant(s)” or “App Partner” means participants in the App Partner Program , including Company

“App Partner Program ” means the App Partner Program as described in this Agreement.

“Certified Partner” means an entity who has completed the additional requirements described

“Company Product(s)” means your Solution (as defined in the Developer Terms) and your products and services.

“Customer” means the authorized actual user of the CrmOne Products.

“CrmOne Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our products and services.

“CrmOne Products” means all of our web-based inbound marketing and sales applications, tools and platforms.

“Installs” means an activated integration between a Company Product and CrmOne Customers.

“Listed Integrator” means an entity or individual which has completed the requirements located here: “Program Policies” means the policies applicable to App Partner Participants, including the CrmOne Developer Policy, as in effect from time to time, which we will publish at or other website we may choose.

“We”, “us”, “our”, and “CrmOne” means CrmOne, Inc.

“You” and “Company” means the party, other than CrmOne, entering into this Agreement and participating in the App Partner Program .

2. Company Acceptance

Once you complete an application to join the App Partner Program , we will review your application and let you know whether you have been accepted or not. Before we accept an application, we may reach out to review your application with you . We may require that you complete certain requirements (besides those listed), questionnaires, assessments, or certification(s) before we accept your application. If we do not let you know that you are accepted to take part in the App Partner Program within sixty (60) days from your application, your application is considered to be rejected.

If you are accepted into the App Partner Program , then upon notification of acceptance, the terms and conditions of this Agreement and the Platform Policy shall apply in full force and effect until terminated, per the terms set forth below.

The App Partner Program includes two tiers of App Partner Participants: (1) Listed Integrators, (2) Certified Partners. If you are accepted we will specify your initial tier at the time of your acceptance. The Program Policies may include criteria and/or requirements that you must complete in order to qualify for a certain App Partner Participant tier. We may adjust your tier based on your completion of the criteria we make available to you (whether in this Agreement or communicated elsewhere). We will calculate the number of Installs based on our records, and make reasonable efforts to share install data with you.

3. Company Products

a. Certification of Company Products. If you are an App Partner then the App Partner Program offers an opportunity for you to become a Certified Partner and have your Company product listed as a “Certified App”. We will certify a Company Product if you are eligible for certification based on your completion of he Certified Partner requirements and if we decide, in our good faith discretion, that the Company Product: (i) is of potentially significant benefit to our Customers, (ii) protects its users’ data, (iii) has achieved a minimum adoption level among our customers, (iv) complies with our Platform Policy and (iv) meets the interoperability, support, usage and other requirements set forth in this Agreement, Program Policies, and in the Platform Policy

b. Rights to Company Products. Subject to the terms and conditions of this Agreement, you hereby grant to us a non-transferable, non-exclusive, royalty-free license to internally use e Company Products, solely for (i) testing and certifying interoperability between the Company Products and the CrmOne Products, and (ii) providing maintenance support to our Customers. Unless you and we otherwise agree in writing, in no event will we: (a) modify, enhance, translate, supplement, create derivative works from reverse engineer, reverse compile or otherwise reduce the Company Products to human readable form, (b) sell, lease, transfer or sublicense the Company Products to any third party, (c) disclose or otherwise provide all or any portion of the Company Products to any person, (d) use the Company Products or any component thereof in a business production mode. Title to and ownership of the Company Products, and all patents, copyrights and property rights applicable thereto, shall at all times remain solely and exclusively with you.

c. Testing. We may offer you, at any time, with a test suite to be performed by you to output log files to be returned to us for review. We may review the output log files or test the operation of your Company Products to determine, in our good faith discretion, whether there is sufficient interoperability between the Company Products and the CrmOne Products, and whether the Company Products meet our security standards as described in the Platform Policy. We make suggestions and/or recommendations to you to modify the Company Products to help assure interoperability and/or security, you will either implement such suggestions and/or recommendations or terminate your participation in the App Partner Program

Additionally, we may use third party tools or applications to test your Solution or any other public facing assets (including but not limited to your website and product pages). We may require you to make modifications or corrections to your Solution or public facing assets based on the results of these tests. Failure to make corrections or modifications may result in your termination or removal from the App Partner Program.

d. Questionnaires. We may provide you, at any time, with questionnaires, assessments, or surveys regarding the Company Products. Failure to respond or complete questionnaires or surveys may result in termination of your participation in the App Partner Program. Based on your answers, we make suggestions and/or recommendations to you to modify the Company Products, you will either implement such suggestions and/or recommendations or terminate your participation in the App Partner Program .

e. Modifications. We reserve the right to modify, cancel, and/or charge for the CrmOne Products, and you reserve the right to modify, cancel, and/or the Company Products, as each party sees fit, including new releases or updates (each, a “Modification”). Each party agrees to give the other party access to, or, as applicable, copies of all such Modifications that impact the interoperability between the Company Products and the CrmOne Products, free of charge for interoperation testing only, during the term of this Agreement.

If any Modification impacts compliance with our Platform Policy or interoperability between one of the Company Products and the CrmOne Products, we may by written notice to you (the “Resubmission Notice”): (i) request another full demonstration of the Company Product interoperating with the CrmOne Products as described above, (ii) offer reasonable suggestions to you in the event Modifications to the Company Product are required in an effort to ensure interoperability between the Company Product and the CrmOne Products, and (iii) provided you choose to support the interoperability certification status of the Company Product, you agree, within 30 days after the Resubmission Notice, to resubmit the Company Product, with any Modifications and, if applicable, an updated interoperability guide, to us for review of your recertification. If you elect not to have the Company Product re-certified or the Company Product fails to pass the interoperability testing within 30 days after the Resubmission Notice, your interoperability certification will be limited to the Company Product and CrmOne Product versions prior to the Modifications.

f. Compliance with Program Policies. You agree to comply with the terms and conditions of the Platform Policy at all times, including the App Partner Program Policies in effect from time to time, which are incorporated herein by reference. The Program Policies may include requirements that you must complete in order to qualify for App Partner Program benefits. If you use CrmOne products or services, you agree to the CrmOne Customer Terms of Service

4. Audit Rights.

In addition to the terms of the Platform Policy, we may ask you to assist us in determining your compliance with this Agreement and/or our Platform Policy. You will use reasonable efforts to help us in this effort, including, but not limited to, allowing us to review your Company Products, your access logs, your systems, or appointing an independent party to conduct an audit.

5. Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both of us will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products. Other App Partners and CrmOne may develop new features or products that are similar to or compete with your Company Products.

6. No Fees

No fees, commissions or other payments will be due or payable under this Agreement. Each party is responsible for its own costs and expenses related to this Agreement and their respective products and services.

7. Your Duties and Restrictions

During the term of this Agreement, you agree that you shall (a) make the Company Products commercially available to our Customers, (b) give your Customers with qualified sales, installation, training, support and service for use of the Company Products in conjunction with the CrmOne Products, (c) give Customers a Service Level Agreement (d) promptly give us all reasonably requested information regarding the use of the Company Products in conjunction with the CrmOne Products, including appropriate documentation on the setup and configuration of the Company Products in conjunction with the CrmOne Products, (e) comply with all applicable laws and regulations, and (f) give us a written notification within twenty-four (24) hours of problem identification describing any technical issues that may impact the performance of the Company Products when used with the CrmOne Products.

You will use the CrmOne Products for your internal business purposes and will not: (i) willfully tamper with the security of the CrmOne Products or tamper with our customer accounts, (ii) access data on the CrmOne Products not intended for you, (iii) log into a server or account on the CrmOne Products that you are not authorized to access, (iv) attempt to probe, scan or test the vulnerability of any CrmOne Products or to breach the security or authentication measures without proper authorization, (v) willfully render any part of the CrmOne Products unusable, (vi) lease, distribute, license, sell or otherwise commercially exploit the CrmOne Products or make the CrmOne Products available to a third party other than as contemplated in this Agreement, (vii) use the CrmOne Products for time sharing or service bureau purposes or otherwise for the benefit of a third party, or (viii) provide to third parties any evaluation version of the CrmOne Products without our prior written consent

8. Training and Support

We will make available to you, without charge, the webinars, marketing materials and other resources as applicable to you. We ask that you encourage your sales representatives and other relevant personnel to take part in our online end-user training and the ‘Inbound Marketing Certification’ program, as well as any training we may offer in new features and upgrades. If you are a Certified Partner, you may be eligible to receive certain technical support offerings as described in the Program Policies. Such technical support program offerings are provided under our technical support policies in effect at the time the support is provided. We may also choose to make benefits or offerings available dependent on your applicable App Partner Participant tier and status, and these benefits or offerings may require agreement to additional terms and conditions. We may change or discontinue any such benefits or offerings at any time without notice.

9. Optional Participant Programs

We may from time to time, and solely at our discretion, offer you the opportunity to take part in promotional programs (the “Optional Participant Programs”). Participation in these Optional Participant Programs is optional, and to participate, you may be required to agree to additional terms and conditions. If you choose to take part in any Optional Participant Programs, you grant us all rights and permissions to take all actions reasonably necessary to effectuate the purpose of the Optional Participant Programs (for example, promoting your products to our prospects and customers). We may discontinue the Optional Participant Programs at any time without notice.

10. Trademarks; Non-Disparagement

You grant to us a nonexclusive, non-transferable, royalty-free right to use and display your trademarks, service marks and logos (the “Company Marks”) in connection with the App Partner Program and this Agreement.. We shall not acquire any interest, right, or title in any of your trademarks, copyrights, or content, and all associated goodwill shall reside with you.

During the term of this Agreement, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you(our brand guidelines), without altering them in any way, (ii) only use our trademarks in connection with the App Partner Program and this Agreement, and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading way, (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products, or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. Further, you will not make any express or implied statement or suggestion, or use our trademark in a manner that dilutes, tarnishes, degrades, disparages or otherwise reflects adversely on us, or our business, products or services. The foregoing shall not apply to normal competitive activities that you may engage in.

If your Company Product successfully completes the interoperability certification process, you may create a link to our website and, at your option, use the “CrmOne Certified” mark, in accordance with this section, on your website and in marketing collateral relating to your Company Product.

11. CrmOne’s Proprietary Rights

No license to any software is granted by this Agreement. The CrmOne Products are protected by intellectual property laws. The CrmOne Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the CrmOne Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the CrmOne Content, or the CrmOne Products in whole or in part, by any means, except as expressly authorized in writing by us. CrmOne, the Sprocket Design, the CrmOne logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

We encourage all customers and partners to comment on the CrmOne Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the CrmOne Products, without payment to you.

12. Confidentiality

As used in this Agreement, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, (i) that is designated as confidential, and (ii) CrmOne customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party or (iii) was independently developed by the receiving party without reference to the Disclosing Party’s Confidential Information.

a. Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

b. Injunctive Relief. Each party acknowledges that the unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm to the other party. Accordingly, each party agrees that the other party will have the right to seek an immediate injunction against any breach or threatened breach of this “Confidentiality” section of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

c. No Insider Trading. During the Term of the Agreement with CrmOne, Partner and its officers, directors, employees, and agents (collectively, “Partner Representative(s)”) may be exposed to material, non-public information about CrmOne under federal or state securities laws. Partner Representatives understand that they may be found to be in violation of applicable laws if they take advantage of such information. If Partner Representatives are exposed to such material, nonpublic information, Partner Representatives agree not to: (1) trade in CrmOne’s securities (including common stock, stock options, other CrmOne-issued securities, or derivative securities), (2) have others trade in CrmOne’s securities on the Partner Representative’s behalf, (3) give trading advice of any kind about CrmOne, (4) disclose any material, nonpublic information to anyone else who might then trade, or (5) recommend to anyone that they purchase or sell CrmOne’s securities. Please contact John Kelleher, CrmOne’s General Counsel, at connect@crmone.com if you have any questions regarding compliance with this section.

13. Term and Termination

a. Term. This Agreement will apply for as long as you participate in the App Partner Program and are listed in the App Marketplace, until terminated.

b. Termination Without Cause. Both of us may terminate this Agreement on thirty (30) days written notice to the other party.

c. Termination. If you are accepted to the App Partner Program in the Listed Integrator tier and do not: (i) drop below 3 installs (90) days after we publish your listing on our integrations page, or (ii) complete all the requirements for publication of your listing within thirty (30) days after acceptance, then we may terminate this agreement immediately on written notice to you.

d. Termination for Cause. We may terminate this Agreement and/or suspend your access to the CrmOne Products: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you violate applicable local, state, federal, or foreign laws or regulations, (iii) immediately if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us for such subscription, or (iv) immediately, if we find that you are acting in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

e. Effects of Expiration/Termination. Upon termination or expiration of this Agreement, any certification granted pursuant to the App Partner Program shall be immediately terminated and you will immediately discontinue all use of our trademark, and will remove all CrmOne certification badges and App Partner Program information and references from your website(s) and other collateral. If after termination or expiration of this Agreement, technical support issues arise related to a Customer that is utilizing a previously certified version of the Company Product, then the parties agree to cooperate in good faith to respond to such Customer issues. Termination or expiration of this Agreement shall not cause your subscription agreement to be terminated, if you have one. You will continue to provide commercially reasonable support to Customers for a period of one (1) year after the expiration or termination of this Agreement.

14. Representations and Warranties

You represent and warrant that: (i) you have full power and authority to enter into this Agreement and that it is binding upon you and enforceable in accordance with its terms, (ii) your participation in this App Partner Program will not conflict with any of your existing agreements or arrangements, (iii) you own or have sufficient rights to use and to grant to us our right to use the Company Marks, and (iv) the Company Products do not infringe or misappropriate the intellectual property rights of a third party or violate applicable law.

15. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) to the extent that such Action is based upon or arises out of: (a) your participation in the App Partner Program , (b) use of the Company Products, (c) your noncompliance with or breach of this Agreement, (d) our use of the Company Marks, (e) your participation in Optional Participant Programs, or (f) any claim that the Company Products infringe or misappropriate the intellectual property rights of a third party or violate applicable law. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim, give you sole control of the defense or settlement of such a claim, and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us, (ii) requires us to make an admission, or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

16. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE CrmOne PRODUCTS, CrmOne CONTENT, THE App Partner Program OR THE OPTIONAL PARTICIPANT PROGRAMS FOR ANY PURPOSE. TO THE EXTENT PERMITTED BY LAW, THE CrmOne PRODUCTS AND OPTIONAL PARTICIPANT PROGRAMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE CrmOne PRODUCTS AND THE OPTIONAL PARTICIPANT PROGRAMS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO FIVE THOUSAND DOLLARS.

17. General

a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.

If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after the modification. If you give us this notice, this Agreement will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

b. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.

c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

d. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

e. Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the CrmOne Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the CrmOne Products to prohibited countries or individuals or permit use of the CrmOne Products by prohibited countries or individuals.

f. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

g. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To you: your address as provided in our account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

h. Entire Agreement. This Agreement is the entire agreement between us for App Partner Program and supersedes all other proposals and agreements (including all prior versions of the agreement applicable to the App Partner Program , if any), whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the CrmOne Products or dependent on any oral or written public comments made by us regarding future functionality or features of the CrmOne Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

i. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

j. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

k. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

l. Program Policies. We may change the Program Policies from time to time by updating our website. Your participation in the App Partner Program is subject to the Program Policies, which are incorporated herein by reference.

m. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the CrmOne Products, our trademarks, or any other property or right of ours.

n. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘CrmOne’s Proprietary Rights’, ‘Confidentiality’, ‘Effects of Expiration/Termination’, ‘Representations and Warranties’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, and ‘General’.

Startups Partner Program

PLEASE READ THIS CrmOne FOR STARTUPS PARTNER AGREEMENT CAREFULLY.

This is a contract between you, the Partner and us, CrmOne. It describes how we will work together and other aspects of our business relationship. It is a legal document, so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot have you participate in our Partner Program unless you agree to them. By participating in our Partner Program, you are agreeing to these terms.

We periodically update these terms and you can find the most recent version

1. Definitions

“Agreement” means this Partner Agreement and all materials referred or linked to here.

“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential. Whether or not marked or designated as confidential, Confidential Information shall include all information concerning: (a) Disclosing Party’s customer and prospect information, including Customer Data and Customer Materials, as defined in the Customer Terms of Service (b) Disclosing Party’s past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research and development materials. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

“Partner Program Benefits” means benefits that an active Partner is eligible to receive as part of the Partner Program. These benefits are outlined on the Partner Program Benefits page. CrmOne reserves the right to change Partner Program Benefits page from time to time.

“Partner Program” means our partner program as described in this Agreement and on the Website.

“Website” means https://www.crmone.com, or another website we may designate. CrmOne reserves the right to change Website from time to time.

“Partner Program Policies” means requirements of the Partner Program found on the Partner Program Policies page. CrmOne reserves the right to change Partner Program Policies page from time to time.

“We”, “us”, “our”, and “CrmOne” means CrmOne, Inc.

“You”, “your”, and “Partner” means the party, other than CrmOne, entering into this Agreement. For the Partner Program, this means the entity that applied to participate in the Partner Program

2. Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in the same or similar capacity.

3. Partner Acceptance and Participation

Once you complete an application to become a Partner, we will review your application and notify you if you have been accepted to participate in the Partner Program, or not. If we do not notify you that you are accepted to participate in the Partner Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Partner Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated pursuant to the terms set forth below.

To maintain Partner status in the Partner Program you shall abide by the Partner Program policies and actively participate in the program. Active participation means CrmOne receives at least three (3) program applications from the Partner’s members in any given twelve (12) month period. The twelve (12) month period shall be evaluated on a rolling basis. If you are found to be in violation of the Partner Program policies or are not actively participating in the program you may be terminated from the Partner Program pursuant to Section 3 of this Agreement.

As an active Partner of the Partner Program, you are eligible to receive Program Benefits.

4. No Fees

No fees, commissions, revenue share or other payments will be due or payable under this Agreement. Each party is responsible for its own costs and expenses related to this Agreement.

5. Trademarks and Press Release

You grant to us a nonexclusive, non transferable, royalty-free right to use and display your trademarks, service marks and logos (“Partner Marks”) in connection with the Partner Program and this Agreement.

During the term of this Agreement, you may use our trademark as long as you abide by our Trademark Usage Guidelines and follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Partner Program and this Agreement; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

If you are accepted as a Partner and would like to issue a press release announcing your partner status, you may do so upon our prior written consent. To seek to obtain this written consent, you should send a copy of your draft press release to connect@crmone.com.

6. Proprietary Rights

No license to any software is granted by this Agreement. The CrmOne products and services are protected by intellectual property laws. The CrmOne products and services belong to and are the property of us or our license (if any). We retain all ownership rights in the CrmOne products and services. CrmOne, the Sprocket Design, the CrmOne logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

We encourage all customers and partners to comment on the CrmOne products and services, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the CrmOne products and services, without payment to you.

7. Confidentiality

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) CrmOne customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

8. Term and Termination

a. Term. This Agreement will apply for as long as you participate in the Partner Program in accordance with Section 3 of this Agreement, until terminated.

b. Termination Without Cause. Both you and we may terminate this Agreement on thirty (30) days written notice to the other party.

c. Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) immediately, if you violate any applicable local, state, federal, or foreign laws or regulations, or (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, (vi) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers, or (vii) in accordance with Section 12 (a) of this Agreement.

d. Effects of Expiration/Termination. Upon termination or expiration, you will lose all Partner Benefits, including access to partner referral codes and partner dashboard. You shall also immediately discontinue all use of our trademarks, including any CrmOne badges, if applicable. Termination or expiration of this Agreement shall not cause your CrmOne software subscription agreement to be terminated, if you have one.

9. Partner Representations and Warranties

You represent and warrant that: (i) your participation in this Partner Program will not conflict with any of your existing agreements or arrangements; and (ii) you own or have sufficient rights to use and to grant to us our right to use the Partner Marks.

10. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Partner Program, (b) your noncompliance with or breach of this Agreement, or (c) our use of the Partner Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

11. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE CrmOne PRODUCTS OR SERVICES, OR THE PARTNER PROGRAM FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (API’s) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE CrmOne PRODUCTS AND SERVICES AND THE PARTNER PROGRAM ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE CrmOne PRODUCTS AND SERVICES, THE PARTNER PROGRAM INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO FIVE HUNDRED DOLLARS.

12. General

a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at www.crmone.com, or another website we may designate. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically.

If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, this Agreement will terminate ten (10) days after we receive this notice and you will no longer participate in the Partner Program. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

b. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.

c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

d. Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

e. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

f. Compliance with Applicable Laws. You shall comply with all applicable foreign and domestic laws (including without limitation export laws), governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Academy Content and the CrmOne products and services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the CrmOne products and services to prohibited countries or individuals or permit use of the CrmOne products and services by prohibited countries or individuals.

g. Data Processing. To the extent that any Personal Data is processed in connection with the Program the terms set forth in the CrmOne Business Partner Data Processing Agreement, which are hereby incorporated by reference, shall apply.

h. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

i. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To you: your address as provided in our partner account information for you. You are responsible for keeping this information up to date with us.

We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

j. Entire Agreement. This Agreement is the entire agreement between us for Partner Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

k. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

l. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

m. Growth Workshops. In addition to standard Partner Benefits, CrmOne may offer the Partner to host CrmOne for Startups Growth Workshops for Partner’s members or audience at CrmOne’s discretion. By participating in these CrmOne for Startups Growth Workshops the Partner agrees to the terms of the CrmOne for Startups Partner Agreement Co-marketing Addendum which are incorporated herein.

CrmOne for Startups Growth Workshops or Growth Series are CrmOne hosted workshops designed by the team to share tangible tactics startups can use to grow and scale their companies.

n. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the CrmOne products and services, our trademarks, or any other property or right of ours.

o. Sales by CrmOne. This Agreement shall in no way limit our right to make available or sell the CrmOne products and services, directly or indirectly, to any current or prospective customers.

p. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

q. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, and ‘General’.

Education Partner Program

PLEASE READ THIS EDUCATION PARTNER AGREEMENT CAREFULLY.

This is a contract between you (the Education Partner) and us (CrmOne). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible. These terms are so important though that we cannot have you participate in our Education Partner Program unless you agree to them. By participating in our Education Partner Program, you are agreeing to these terms.

For information on our CrmOne Solutions Partner Program that applies to our Solutions Partners and Providers, please see our CrmOne Solutions Partner Program Agreement.

We periodically update these terms, and you can find the most recent version.

1. Definitions

“Academic Portal” means all of our web-based marketing and sales applications, tools and platforms that we may make available to you, and are developed, operated, and maintained by us, accessible via www.crmone.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you for your use in accordance with the terms of this Agreement.

“Academy Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our CrmOne Academy certification resources and make available to you under this Agreement.

“Agreement” means this Education Partner Agreement and all materials referred or linked to in here.

“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential. Whether or not marked or designated as confidential, Confidential Information shall include all information concerning: (a) Disclosing Party’s customer and prospect information, including Customer Data and Customer Materials, as defined in the Customer Terms of Service (b) Disclosing Party’s past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research and development materials. Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

“Customer Terms of Service” means those terms and conditions, as modified from time to time.

“Educational Environment” or “Educational Program” means an organized program of instruction that is offered and maintained by an accredited higher educational institution and leads to the award of a certificate, diploma or degree upon satisfactory completion of course work requirements. Educational Program must grant academic credit to the enrolled students and the work that students perform as part of the course work cannot replace the work of a paid employee. Accredited in this context means the educational institution meets the requirements and standards of a higher learning establishment as set by the Department of Education of an applicable jurisdiction.

“Education Partner Benefits” means the benefits made available to partners which we have described at or another website we may designate.

“Education Partner Program” means our partner program as described in this Agreement.

“End User” means the authorized and actual user of the Academic Portal, which may include students enrolled in educational programs with Partner.

“CrmOne Academy Terms” means those terms and conditions applicable to participation in a CrmOne Academy educational seminar or certification.

“We”, “us”, “our”, and “CrmOne” means CrmOne, Inc.

“You” and “Partner” means the party, other than CrmOne, entering into this Agreement and participating in the Education Partner Program. For the Education Partner Program, this means the academic entity, school, college or university that applied to participate in this Education Partner Program.

2. Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in the same or similar capacity.

3. Partner Acceptance, Rights and Obligations

a. Partner Acceptance. Once you complete an application to become a CrmOne Education Partner, we will review your application and notify you have been accepted to participate in the Education Partner Program, or not. If we do not notify you that you are accepted to participate in the Education Partner Program within thirty (30) days from your application, your application is considered to be rejected.

If we notify you that you have been accepted into the Education Partner Program, the first thirty (30) days following acceptance is considered the “Provisional Acceptance Period”. During the Provisional Acceptance Period, we may desire to review your course(s) or learn more about your educational program. If you do not provide this information, or if we, in our sole discretion, otherwise decide not to move forward beyond the Provisional Acceptance Period, then we may terminate this Agreement in accordance with the ‘Provisional Acceptance Termination’ section below. If your participation is not terminated prior to the conclusion of the Provisional Acceptance Period, then you will continue to be considered a participant in the Education Partner Program, until one of us terminates the Agreement.

If you are accepted to participate in the Education Partner Program, then upon notification of acceptance the terms and conditions of this Agreement shall apply in full force and effect, until terminated pursuant to the terms set forth below.

b. Partner Rights and Obligations. We grant you, subject to the limitations set forth below, a non-transferable, non-exclusive right to use, demonstrate and promote the Academy Content solely in an educational environment, like a classroom setting, where the main purpose is to benefit the student and advance the student’s education.

You may not resell, lease, rent or otherwise use the Academy Content for profit, provided that the foregoing will not restrict you from charging tuition fees generally, which tuition fees would apply regardless of the inclusion of the Academy Content in your curriculum. You may not include the Academy Content in materials that are distributed outside of your classroom or organization (for example, for inclusion in a published book), without our review and express prior written consent. Please reach out ot connect@crmone.com for review and approval.

You may not alter the appearance of the Academy Content or remove our name or logo from the Academy Content. “Whitelabeling” is strictly prohibited. We determine the Academy Content that we make available to you under this Agreement, and there is certain content that may not be accessible by you unless you are a customer of ours or pay a fee.

You agree to abide by the CrmOne Academy Terms, and to instruct students using the Academy Content to do the same. You will take all reasonable steps to ensure that students using the Academy Content do not use the Academy Content in violation of the CrmOne Academy Terms. If you discover or have reason to believe that any student is making use of the Academy Content in violation of the CrmOne Academy Terms, then you will immediately notify us in writing.

4. Partner Support

We will make the Academy Content available to you without charge (unless we otherwise agree in writing), subject to the terms set forth in the ‘Partner Rights and Obligations’ section. We will make available to you those benefits as indicated in the Education Partner Benefits, which we may change from time-to-time without notice to you.

If we make an Academic Portal available to you, then you will use the Academic Portal solely in an educational environment, like a classroom setting, where the main purpose is to benefit the student, and you are not permitted to use it for any other purpose. You are permitted to allow End Users to use the Academic Portal and you remain fully liable and responsible for all use and misuse of the Academic Portal by End Users. You will not lease, distribute, license, sell or otherwise commercially exploit the Academic Portal. Commercial use or exploitation shall include use of the Academic Portal for the purposes of monetary reward.

The Customer Terms of Service apply to your use of the Academic Portal and it will be considered “Free Services” under the Customer Terms of Service. As indicated in the Customer Terms of Service, you will comply with our Acceptable Use Policy with respect to your use of the Academic Portal. We reserve the right to suspend, modify, or discontinue any or all part of the Academic Portal at any time without prior notice to you, and we may not give you the opportunity to retrieve your or your End User’s data. In the event of a conflict between the terms that apply to the Academic Portal as specified in this Agreement and the Customer Terms of Service, the terms of this Agreement shall control.

5. No Fees

No fees, commissions or other payments will be due or payable under this Agreement. Each party is responsible for its own costs and expenses related to this Agreement.

6. Trademarks and Press Release

You grant to us a nonexclusive, nontransferable, royalty-free right to use and display your trademarks, service marks and logos (“Partner Marks”) in connection with the Education Partner Program and this Agreement.

During the term of this Agreement, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) comply with this Agreement and our general Trademark Usage Guidelines (ii) only use the images of our trademark that we make available to you, without altering them in any way; (iii) only use our trademarks in connection with the Education Partner Program and this Agreement; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

If you are accepted as an Education Partner and would like to issue a press release announcing your partner status, you may do so upon our prior written consent. To seek to obtain this written consent, you should send a copy of your draft press release to connect@crmone.com for review and approval.

7. Proprietary Rights

No license to any software is granted by this Agreement. The Academy Content, the Academic Portal and the CrmOne products and services are protected by intellectual property laws. The Academy Content, the Academic Portal and the CrmOne products and services belong to and are the property of us or our license (if any). We retain all ownership rights in the Academy Content, the Academic Portal and the CrmOne products and services. CrmOne, the Sprocket Design, the CrmOne logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.

We encourage all customers and partners to comment on the Academic Portal and CrmOne products and services, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the CrmOne products and services, without payment to you.

8. Confidentiality

a. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

b. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) Receiving Party will provide Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, Receiving Party shall disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; and (ii) in no event shall Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure.

c. Injunctive Relief. Each party acknowledges that the unauthorized use or disclosure of the other party’s Confidential Information may cause irreparable harm to the other party. Accordingly, each party agrees that the other party will have the right to seek an immediate injunction against any breach or threatened breach of this “Confidentiality” section of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

d. No Insider Trading. During the Term of the Agreement with CrmOne, Partner and its professors, officers, directors, employees, and agents (collectively, “Partner Representative(s)”) may be exposed to material, non-public information about CrmOne under federal or state securities laws. Partner Representatives understand that they may be found to be in violation of applicable laws if they take advantage of such information. If Partner Representatives are exposed to such material, nonpublic information, Partner Representatives agree not to: (1) trade in CrmOne’s securities (including common stock, stock options, other CrmOne-issued securities, or derivative securities), (2) have others trade in CrmOne’s securities on the Partner Representative’s behalf, (3) give trading advice of any kind about CrmOne, (4) disclose any material, nonpublic information to anyone else who might then trade, or (5) recommend to anyone that they purchase or sell CrmOne’s securities. If you have any questions regarding compliance with this section contact at connect@crmone.com.

9. Term and Termination

a. Term. This Agreement will apply for as long as you participate in the Education Partner Program until terminated.

b. Provisional Acceptance Termination.We may terminate this Agreement immediately upon notice to you within the Provisional Acceptance Period. This termination right does not limit our right to otherwise terminate this Agreement in accordance with the ‘Termination for Cause’ section below.

.c. Termination Without CauseBoth you and we may terminate this Agreement on thirty (30) days’ written notice to the other party.

d. Termination for Cause.We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iii) immediately, if you or any of your students who use the Academy Content violate the CrmOne Academy Terms, (iv) immediately, if you violate any applicable local, state, federal, or foreign laws or regulations, (v) immediately, if you breach your confidentiality obligations under this Agreement or infringe or misappropriate CrmOne’s intellectual property rights, (vi) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (vii) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

e. Effects of Expiration/Termination.Upon termination or expiration, you will discontinue all use of and delete all Academy Content, cease promoting your partner status, and will immediately discontinue all use of our trademarks, including any CrmOne badges, if applicable. Termination or expiration of this Agreement shall not cause your customer service subscription agreement to be terminated, if you have one.

10. Partner Representations and Warranties

You represent and warrant that: (i) your participation in this Education Partner Program will not conflict with any of your existing agreements or arrangements; and (ii) you own or have sufficient rights to use and to grant to us our right to use the Partner Marks.

11. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Education Partner Program, (b) your noncompliance with or breach of this Agreement, (c) your or your End User’s use of the Academic Portal, or (d) our use of the Partner Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

12. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE CrmOne PRODUCTS OR SERVICES, THE ACADEMY CONTENT, THE EDUCATION PARTNER PROGRAM, OR THE ACADEMIC PORTAL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (API’s) AND THE ACADEMIC PORTAL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE CrmOne PRODUCTS AND SERVICES THE EDUCATION PARTNER PROGRAM AND THE ACADEMIC PORTAL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE CrmOne PRODUCTS AND SERVICES, THE ACADEMY CONTENT, THE EDUCATION PARTNER PROGRAM AND THE ACADEMIC PORTAL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

b. No Indirect Damages.TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c. Limitation of Liability.IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO FIVE HUNDRED DOLLARS.

d. Academic Portal.WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE ACADEMIC PORTAL THAT YOU OR YOUR END USERS USE.

13. Non-Solicitation

You agree not to intentionally solicit for employment any of our employees or contractors during the term of this Agreement and for a period of twelve (12) months following the termination or expiration of this Agreement. Both you and we acknowledge that (i) any newspaper or other general or public solicitation not directed specifically to such person shall not be deemed to be a solicitation for purposes of this provision, and (ii) this provision is not intended to limit the mobility of either our employees or contractors.

14. General

a. Amendment; No Waiver.We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted at www.crmone.com. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you do not agree with a modification to this Agreement, you must notify us in writing within thirty (30) days after receiving notice of modification. If you give us this notice, this Agreement will terminate ten (10) days after we receive this notice and our relationship will continue to be governed by the terms and conditions of the version of this Agreement applicable immediately prior to modification for the remainder of the Agreement term.

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

b. Applicable Law.This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, USA, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts, USA.

c. Force Majeure.Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

d. Actions Permitted.Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

e. Relationship of the Parties.Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

f. Compliance with Applicable Laws.You shall comply with all applicable foreign and domestic laws (including without limitation export laws), governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Academy Content and the CrmOne products and services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Academy Content or the CrmOne products and services to prohibited countries or individuals or permit use of the Academy Content or the CrmOne products and services by prohibited countries or individuals.

g. Data Processing.To the extent that any Personal Data is processed in connection with the Program the terms set forth in the CrmOne Business Partner Data Processing Agreement, which are hereby incorporated by reference, shall apply.

h. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

i. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To you: your address as provided in our partner account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

j. Entire Agreement.This Agreement is the entire agreement between us for Education Partner Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

k. Assignment.You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

l. No Third Party Beneficiaries.Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

m. Program Benefits.We may change the Education Program Benefits from time to time by updating our website.

n. No Licenses.We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the CrmOne products and services, our trademarks, or any other property or right of ours.

o. Sales by CrmOne.This Agreement shall in no way limit our right to make available or sell the Academy Content or the CrmOne products and services, directly or indirectly, to any current or prospective customers.

p. Authority.Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

q. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.

Affiliate Program

CrmOne Affiliate Program Agreement

PLEASE READ THIS AFFILIATE PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (the “Affiliate”) and us (“CrmOne”). It describes how we will work together and other aspects of our business relationship. It is a legal document so some of the language is necessarily “legalese” but we have tried to make it as readable as possible.

The Affiliate Program Agreement applies to your participation in our Affiliate Program (the “Affiliate Program”). These terms are so important that we cannot have you participate in our Affiliate Program unless you agree to them.

We periodically update these terms. We might also choose to replace these terms in their entirety if, for example, the Affiliate Program changes, ends, or becomes part of an existing program, including our partner programs. If we update or replace the terms we or the Affiliate Tool will let you know via electronic means, which may include an in-app notification or by email. If you don’t agree to the update or replacement, you can choose to terminate as we describe below.

Definitions

“CrmOne Affiliate” means a company owned, operated or controlled by CrmOne.

“Affiliate Program” means our affiliate program as described in this Agreement.

“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via the Affiliate Tool.

“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.

“Affiliate Policies” means the policies applicable to affiliates which we may make available to you from time to time.

“Affiliate Tool” means the tool that we make available to you upon your acceptance into the Affiliate Program and for you to use in order to participate in the Affiliate Program.

“Agreement” means this Affiliate Program Agreement and all materials referred or linked to in here.

“Commission” means an amount described in the Affiliate Tool (or if applicable, in the Program Policies) for each Customer Transaction.

“Customer” means the authorized actual user of the CrmOne Products who has purchased or signed up for the CrmOne products after being an Affiliate Lead.

“Customer Transactions” means those transactions by Affiliate Leads that are eligible for Commission pursuant to the ‘Customer Transactions’ section of this Agreement. Customer Transactions may include customer purchases or customer signups, as further described in the Affiliate Tool.

“Customer Data” means all information that Customer submits or collects via the CrmOne Products and all materials that Customer provides or posts, uploads, inputs or submits for public display through the CrmOne Products.

“CrmOne Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into our services.

“CrmOne Products” means both the Subscription Service and Other Products.

“Program Policies Page” means the landing page: where we will provide all the up to date guidelines and policies for the Affiliate Program.

“Other Products” means those products and services that we offer, which are not included in the Subscription Service (as detailed below); and, for the purposes of this Agreement, Other Products include all of our marketing software, legacy sales and marketing products, and any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

“Subscription Service” means our web-based sales software that is subscribed to, and developed, operated, and maintained by us, accessible via www.crmone.com or another designated URL, and add-on products to our sales software. For the purposes of this Agreement, the Subscription Service does not include our legacy sales products, any implementation, customization, training, consulting, additional support or other professional services, or fees for third-party products or services.

“We”, “us”, “our”, and “CrmOne” means CrmOne, Inc.

“You” and “Affiliate” means the party, other than CrmOne, entering into this Agreement and participating in the Affiliate Program.

Non-Exclusivity

This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.

Affiliate Acceptance

Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in the Affiliate Program, or not. Before we accept an application, we may want to review your application with you, so we may reach out to you for more information. We may require that you complete certain requirements or certification(s) before we accept your application. If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.

If you are accepted to participate in the Affiliate Program, then upon notification of acceptance, the terms and conditions of this Agreement shall apply in full force and effect, until terminated, pursuant to the terms set forth below. Further, you will need to complete any enrollment criteria set out in the Program Policies Page, if applicable. Failure to complete any enrollment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.

Your acceptance and participation in the Affiliate Program does not mean that you will be accepted into any of our CrmOne Partner Programs, including our Solutions Partner Program or our App Partner Program. In order to participate in these programs, you will need to apply in accordance with the relevant application procedure.

You will comply with the terms and conditions of this Agreement at all times, including any applicable Program Policies.

Customer Transactions

• Affiliate Program Limits. Each accepted Affiliate Lead will expire according to the information provided in the Affiliate Tool (or if applicable, in the Program Policies) from the date the Affiliate Lead clicked on the Affiliate Link that was made available by you. We will pay you Commission as described in the Affiliate Tool (or if applicable, in the Program Policies) for each new Customer who completes an applicable Customer Transaction after clicking on an Affiliate Lead made available by you, provided that you remain eligible to receive Commission pursuant to the terms of this Agreement. The start of the Customer’s subscription is determined by the date of the first purchase or sign up (as applicable) of the Subscription Service by the Customer and you will receive a Commission payment for that Customer Transaction only, regardless of any additional purchases made by that customer during their Subscription Service. For example, if the initial Customer Transaction is for one user of Sales Hub Professional, and there is a subsequent purchase by that same customer for an additional user of Sales Hub Professional for the same subscription, Affiliate will receive Commission for the initial user purchase only. The Affiliate will not be entitled to receive Commission on any additional purchases of CrmOne Products by that same Customer.
• Eligibility. To be eligible for Commission (i) an Affiliate Lead must be accepted and valid in accordance with the ‘Acceptance and Validity’ section, (ii) a Customer Transaction must have occurred, (iii) a Customer must remain a customer during the locking period in the Affiliate Tool (or if applicable, in the Program Policies). You are not eligible to receive Commission or any other compensation from us based on transactions for Other Products or if: (i) such compensation is disallowed or limited by federal, state or local law or regulation in the United States or the laws or regulations of your jurisdiction; (ii) the applicable Customer objects to or prohibits such compensation or excludes such compensation from its payments to us or CrmOne Affiliates; (iii) the Customer has paid or will pay such commissions, referral fees, or other compensation directly to you, (iv) the Commission payment has been obtained by fraudulent means, misuse of the Affiliate Link, in violation of any Affiliate Program Policies that we make available to you, misuse of the Affiliate Tool or by any other means that we deem to breach the spirit of the Affiliate Program, or (v) the Customer participates in any of our partner programs, including our Agency Partner Program, Sales Referral Partner Program or Sales Solutions Partner Program and is eligible to receive commission in relation to the Customer Transaction under any of these programs. If at any point you are eligible to receive a revenue share payment or commission under another Program at CrmOne, that payment amount will not change based on your participation in the Affiliate Program. For example, you will not be able to receive the Commission set out in this Agreement on any Partner Transaction that was completed whilst participating as a partner in the Solutions Partner Program (as defined in the Solutions Partner Program Agreement). In competitive situations with other affiliates, we may elect to provide the Commission to the affiliate that we deem to be the most eligible for Commission, at our discretion. We may discontinue Commission payments should any of the eligibility criteria set forth in this subsection fail to be met at any time.
• Acceptance and Validity. You will only be eligible for a Commission payment for any Customer Transactions that derived from Affiliate Leads generated by the Affiliate Link that we make available to you and are accepted by CrmOne. An Affiliate Lead will be considered valid and accepted if, in our reasonable determination: (i) it is a new potential customer of ours, and (ii) is not, at the time of submission or sixty (60) days prior, one of our pre-existing customers, or involved in our active sales process. Notwithstanding the foregoing, we may choose not to accept an Affiliate Lead in our reasonable discretion. If an Affiliate Lead does not purchase the Subscription Service within the time period described on the Affiliate Tool (or if applicable, in the Program Policies) of their first click on the Affiliate Link, you will not be eligible for a Commission payment, even if the Affiliate Lead decides to purchase after the time period has expired. An Affiliate Lead is not considered valid if its first click on the Affiliate Link is after this Agreement has expired or terminated. Engagement with Prospects. Once we have received the Affiliate Lead information, we may elect to engage with the prospect directly, regardless of whether or not the Affiliate Lead is valid. If an Affiliate Lead is not valid then we may choose to maintain it in our database and we may choose to engage with such Affiliate Lead. Any engagement between CrmOne and an Affiliate Lead will be at CrmOne’s discretion.
• Commission and Payment. In order to receive payment under this Agreement, you must have: (i) agreed to the terms of this Agreement (generally completed through the Affiliate Tool); (ii) completed all steps necessary to create your account in the Affiliate Tool in accordance with our directions, (iii) have a valid and up-to-date payment method in the Affiliate Tool with such account (iv) completed any and all required tax documentation in order for the Affiliate Tool to process any payments that may be owed to you.
• Requirements for Payment; Forfeiture. Notwithstanding the foregoing or anything to the contrary in this Agreement, if any of the requirements set forth in section 4(a)(i-iv) remain outstanding for six (6) months immediately following the close of a Customer Transaction, then your right to receive Commission arising from any and all Customer Transactions with the associated Customer will be forever forfeited (each, a “Forfeited Transaction”). We will have no obligation to pay you the Commission associated with a Forfeited Transaction. Once you comply with all of the requirements in section 5(a)(i-iv), then you will be eligible to receive Commission on Customer Transactions, as long as these Customer Transactions do not involve the same Customer associated with a Forfeited Transaction.
• Commission Payment. We or the Affiliate Tool will determine the currency in which we pay the Commission, as well as the applicable conversion rate. We will not pay more than one Commission payment or other similar referral fee on any given Customer Transaction (unless we choose to in our discretion). Taxes. You are responsible for payment of all taxes and fees (including bank fees) applicable to the Commission. All amounts payable by us to you are subject to offset by us against any amounts owed by you to us. Commission Amounts. We reserve the right to alter or change the Commission amount as per the Affiliate Tool.

Training and Support

We may make available to you, without charge, various webinars and other resources made available as part of our Affiliate Program. If we make such resources available to you, you will encourage your sales representatives and/or other relevant personnel to participate in training and/or other certifications as we recommend and may make available to you from time-to-time. We may change or discontinue any or all parts of the Affiliate Program benefits or offerings at any time without notice.

Trademarks

You grant to us a nonexclusive, non transferable, royalty-free right to use and display your trademarks, service marks and logos (“Affiliate Marks”) in connection with the Affiliate Program and this Agreement.

During the term of this Agreement, in the event that we make our trademark available to you within the Affiliate Tool, you may use our trademark as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademark that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with the Affiliate Program and this Agreement; (iii) comply with our vendor kit and Trademark Usage Guidelines; and (iv) immediately comply if we request that you discontinue use. You must not: (i) use our trademark in a misleading or disparaging way; (ii) use our trademark in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademark in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

Proprietary Rights

• CrmOne’s Proprietary Rights. No license to any software is granted by this Agreement. The CrmOne Products are protected by intellectual property laws. The CrmOne Products belong to and are the property of us or our licensors (if any). We retain all ownership rights in the CrmOne Products. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the CrmOne Content, or the CrmOne Products in whole or in part, by any means, except as expressly authorized in writing by us. If you wish to use CrmOne Content, you must comply with our Content Usage Guidelines. CrmOne, the Sprocket Design, the CrmOne logos, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission, except as otherwise set forth in this Agreement.
• We encourage all customers, affiliates and partners to comment on the CrmOne Products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the CrmOne Products, without payment to you.
• Customer’s Proprietary Rights. As between you and Customer, Customer retains the right to access and use the Customer portal associated with the CrmOne Products. For the avoidance of doubt, Customer will own and retain all rights to the Customer Data.

Confidentiality

As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), (i) whether orally or in writing, that is designated as confidential, and (ii) CrmOne customer and prospect information, whether or not otherwise designated as confidential. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party or (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party. The Receiving Party shall: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses with its own confidential information, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party, and (iv) limit access to Confidential Information of the Disclosing Party to its employees, contractors and agents. The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process.

Opt Out and Unsubscribing

You will comply promptly with all opt out, unsubscribe, “do not call” and “do not send” requests. For the duration of this Agreement, you will establish and maintain systems and procedures appropriate to effectuate all opt out, unsubscribe, “do not call” and “do not send” requests.

Term and Termination

• Term. This Agreement will apply for as long as you participate in the Affiliate Program, until terminated.
• Termination Without Cause. Both you and we may terminate this Agreement on fifteen (15) days written notice to the other party.
• Termination for Agreement Changes. If we update or replace the terms of this Agreement, you may terminate this Agreement on five (5) days written notice to us, provided that you send us written notice within ten (10) days after we send you notice of the change.
• Termination for Cause. We may terminate this Agreement: (i) upon thirty (30) days’ notice to you of a material breach if such breach remains uncured at the expiration of such period, (ii) upon fifteen (15) days notice to you of non-payment of any amount due to us if such amount remains unpaid at the expiration of such period, (iii) immediately, if you become the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, (iv) immediately, if you breach the terms applicable to your subscription with us (if you have one), including if you default on your payment obligations to us or our affiliate, or (v) immediately, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.
• Effects of Expiration/Termination. Expiration of this Agreement, and termination of this Agreement: (i) without cause by us,(ii) by you with cause, (iii) by you according to the ‘Termination for Agreement Changes’ section, shall not affect our obligation to pay you a Commission, so long as the related payment by the Customer Transaction is recognized by us within thirty (30) days after the date of such termination or expiration and provided that in no event shall you be entitled to payment of Commission under this Agreement if you are eligible to receive a revenue share payment under the Solutions Partner Program Agreement. We will not pay you fees on Customer Transactions recognized by us after thirty (30) days after the date of such termination or expiration set out above. Provided however, in the event of termination without cause by you, or for cause by us, our obligation to pay and your right to receive any Commission will terminate upon the date of such termination, regardless of whether you would have otherwise been eligible to receive Commission prior to the date of termination. Except as expressly set forth in this section, you are not eligible to receive a Commission payment after expiration or termination of this Agreement. Upon termination or expiration, you will discontinue all use of and delete the Affiliate Tool that we make available to you for your participation in the Affiliate Program. Upon termination or expiration, an Affiliate Lead is not considered valid, and we may choose to maintain it in our database and engage with such a prospect. Upon termination or expiration, you will immediately discontinue all use of our trademark and references to this Affiliate Program from your website(s) and other collateral. For the avoidance of doubt, termination or expiration of this Agreement shall not cause a Customer’s subscription agreement to be terminated.

Affiliate Representations and Warranties

You represent and warrant that: (i) you have all sufficient rights and permissions to participate in the Affiliate Program and to provision CrmOne with Affiliate Lead’s for our use in sales and marketing efforts or as otherwise set forth in this Agreement, (ii) your participation in this Affiliate Program will not conflict with any of your existing agreements or arrangements; and (iii) you own or have sufficient rights to use and to grant to us our right to use the Affiliate Marks.

You further represent and warrant that: (i) you will ensure that you are compliant with any trade or regulatory requirements that may apply to your participation in the Affiliate Program (for example, by clearly stating you are a CrmOne Affiliate on any website(s) you own where you make an Affiliate Link available); (ii) you will accurately provide in the Affiliate Tool all websites and domains you own where you intend to use Affiliate Links to generate Affiliate Leads; (iii) you will not purchase ads that direct to your site(s) or through an Affiliate Link that could be considered as competing with CrmOne’s own advertising, including, but not limited to, our branded keywords; (iv) you will not participate in cookie stuffing or pop-ups, false or misleading links are strictly prohibited; (v) you will not attempt to mask the referring URL information; (vi) you will not use your own Affiliate Link to purchase CrmOne products for yourself; and (vii) you will not use any mechanisms to deliver leads other than through an intended consumer. This includes sourcing leads through compilations of personal data such as phonebooks, using fake redirects or other tools or automation devices to generate leads (including but not limited to robots, lframes, or hidden frames), or offering incentives to encourage purchases or signups.

Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, license, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of (a) your participation in the Affiliate Program, (b) our use of the prospect data you provided us, (c) your noncompliance with or breach of this Agreement, (d) your use of the Affiliate Tool, or (e) our use of the Affiliate Marks. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

Disclaimers; Limitations of Liability

• Disclaimer of Warranties. WE AND OUR AFFILIATED COMPANIES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE CrmOne PRODUCTS, CrmOne CONTENT, THE AFFILIATE PROGRAM OR THE AFFILIATE TOOL FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (API’s) AND THE AFFILIATE TOOL MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE CrmOne PRODUCTS AND AFFILIATE TOOL ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE CrmOne PRODUCTS AND THE AFFILIATE TOOL INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
• No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
• Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE TOTAL COMMISSION AMOUNTS YOU HAVE ACTUALLY EARNED FOR THE RELATED CUSTOMER TRANSACTIONS IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.
• Affiliate Tool. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THE AFFILIATE TOOL THAT YOU USE. WE DO NOT PROMISE TO MAKE THE AFFILIATE TOOL AVAILABLE TO YOU, AND WE MAY CHOOSE TO DO SO, OR NOT TO DO SO, IN OUR DISCRETION.
• Cookie Duration. COOKIES USED AS PART OF THE AFFILIATE TOOL HAVE A SET DURATION. IF A POTENTIAL CUSTOMER CLEARS THEIR COOKIES DURING THIS PERIOD, CrmOne SHALL NOT BE LIABLE FOR ANY COMMISSIONS THAT MAY HAVE BEEN OWED TO YOU.

General

• Amendment; No Waiver. We may update and change any part or all of this Agreement, including by replacing it in its entirety. If we update or change this Agreement, the updated Agreement will be made available to you via the Affiliate Tool and/or by email. The updated Agreement will become effective and binding on the next business day after we or the Affiliate Tool have notified you. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you don’t agree to the update, change or replacement, you can choose to terminate as we describe above. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
• Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.
• Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
• Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
• Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.
• Compliance with Applicable Laws. You shall comply, and shall ensure that any third parties performing sales or referral activities on your behalf comply, with all applicable foreign and domestic laws (including without limitation export laws and laws applicable to sending of unsolicited email), governmental regulations, ordinances, and judicial administrative orders. You shall not engage in any deceptive, misleading, illegal or unethical marketing activities, or activities that otherwise may be detrimental to us, our customers, or to the public. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the CrmOne Products. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the CrmOne Products to prohibited countries or individuals or permit use of the CrmOne Products by prohibited countries or individuals.
• Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.
• Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.
• To you: your address as provided in our affiliate account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.
• Entire Agreement. This Agreement is the entire agreement between us for the Affiliate Program and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the CrmOne Products or dependent on any oral or written public comments made by us regarding future functionality or features of the CrmOne Products. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.
• Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without our prior written consent. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.
• No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
• Program Policies Page. We may change the Program Policies from time to time. Your participation in the Affiliate Program is subject to the Program Policies, which are incorporated herein by reference
• No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the CrmOne Products, our trademarks, or any other property or right of ours.
• Sales by CrmOne. This Agreement shall in no way limit our right to sell the CrmOne Products, directly or indirectly, to any current or prospective customers.
• Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.
• Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Commission and Payment’, ‘Proprietary Rights’, ‘Confidentiality’, ‘Effects of Termination/Expiration’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, ‘Non-Solicitation’ and ‘General’.
• Data Processing and Protection. The parties acknowledge that in connection with the Affiliate Program, each party may provide or make available to the other party Personal Data. To the extent that any Personal Data is processed in connection with the Project the terms set forth in the CrmOne Business Partner Data Processing Agreement (posted at:0000, which are hereby incorporated by reference, shall apply. Each party shall process the copy of the Personal Data in its possession or control: (i) in accordance with the CrmOne Business Partner DPA (ii) as an independent controller (not as a joint controller with the other party) (iii) for the purposes described in this Agreement; and/or (iv) as may otherwise be permitted under Applicable Data Protection Law. For the avoidance of doubt and without prejudice to the foregoing, CrmOne shall be an independent controller of any Personal Data that it receives or shares with Affiliate.

User Experience Research Program

This User Experience Research Participation Agreement (“Agreement”) is between CrmOne, Inc. (“CrmOne”, “we”, “us”, “our”) and the undersigned person or entity (“Participant”, “you”, “your”)(collectively “the parties”). We carry out user experience research (“Research”) on our products and services in order to gain insights into how users engage with them and to improve the current experience and interface of our products. In consideration of your agreeing to participate in the Research, you agree to the following:

1. Confidentiality. As used in this Agreement, “Confidential Information” means information disclosed by us to you that is of a competitively sensitive or proprietary nature. Examples of this type of information include, but are not limited to non-public information about our products, services, design features, functionality, and related documentation. Confidential Information does not include information that: (1) is now or becomes generally known or available to the public through no fault of yours, (2) was known by you before receipt from us, without any obligation of confidentiality, (3) is rightfully obtained by you from a third party, without breach of any obligation to us, or (4) is independently developed by you. You must use a reasonable degree of care to protect Confidential Information and to prevent any unauthorized use or disclosure of Confidential Information. If we request, you will promptly return and/or permanently destroy all copies of our Confidential Information and certify that you have done so. You acknowledge that the unauthorized use or disclosure of our Confidential Information may cause irreparable harm to us. Accordingly, you agree that we will have the right to obtain an immediate injunction against any breach or threatened breach of this Agreement, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

2. Feedback. As part of our participation in our Research, we may ask for or collect and/or you may provide written and/or verbal suggestions, feedback or comments on the features or functionality of our products or services (collectively, “Feedback”). You acknowledge and agree that such Feedback shall be deemed the property of CrmOne. We shall exclusively own all now known or hereafter existing rights to the Feedback throughout the universe in perpetuity and shall be entitled to use the Feedback for any purpose whatsoever, commercial or otherwise.

3. Voluntary participation. You understand that participating in this Research and giving Feedback is entirely voluntary. You may at any time choose to stop participating by contacting a member of our UX Research team.

4. Data. All information that you share with us will be treated according to our Privacy Policy.

a. What data we collect. CrmOne may record you in any format during the Research, including recording your use of our products, website and/or services, measurements, eye movements, answers, communications, and voice through any means, including without limitation, audio, video, photography, and screen captures (“Recordings”). In addition to your information collected via Recordings, CrmOne may also collect your information, including your first and last name, email address, phone number, opinions, and/or response to Research questions. This information, along with the Recordings, will be collectively referred to as “Personal Information”.

b. How we use your data. We may use your Personal Information to develop and improve our products, services, and customer experience.

c. Service providers. We use other third-party service providers to record video and / or transcribe audio of study sessions. These service providers are prohibited from using your Personal Information except for these purposes, and they are required to maintain the confidentiality of your information. In all cases where we share your information with such agents, we explicitly require the agent to acknowledge and adhere to our privacy and data protection policies and standards.

5. Consent. This Agreement outlines the ways in which your data will be collected and used by CrmOne. By agreeing to participate in this Research, you consent to the collection and use of your data for the purposes stated. You have the right to withdraw your consent before or after participating in the Research. If you would like to withdraw consent in the future, please fill out the form located online.

CrmOne TRADEMARK USAGE GUIDELINES

Here at CrmOne, we take pride in our logos and trademarks, so we wanted to share some guidelines for using them.

First, a reminder on the ground rules:

CrmOne, the sprocket design, the CrmOne logos, and other marks that we use are our trademarks (or simply, “marks”). For a list of some of our marks, check out Our Trademarks page. The appearance, layout, colour scheme, and design of the CrmOne site are part of CrmOne’s protected trade dress. As laid out in our Website TOU and Terms of Service, these are CrmOne’s intellectual property and you may not use them without our prior written permission.

If we think that your use of our property is in violation of any of our legal terms or these guidelines, or if we feel that your use isn’t in CrmOne’s best interest, we can revoke your right to use our property at any time.

If you’re looking to link to our site, republish our images, or reference our text content.

For partners and other CrmOne affiliates:

• If you are a CrmOne Solutions Partner, your use of our marks is governed by the “Trademarks” section of the CrmOne Solutions Partner Program Agreement and the CrmOne Solutions Partner Promotion Guidelines.
• If you are a CrmOne App Partner, your use of our marks is governed by the “Trademarks” section of the CrmOne App Partner Program Agreement and the CrmOne App Partner Program Branding Guidelines.
• If you want to use our marks and logos outside the scope of your program or affiliate agreement with us or in a way that implies we endorse, sponsor or approve of your services or products, you will need to seek written permission from us by emailing trademarks connect@crmone.com.
• You may not alter any partner badges or awards that we provide to you, including changing any information included in the badge or award, such as the date it displays. If you need to update a user level certificate for a partner related certification you’ve obtained from the CrmOne Academy, please see more information and instructions on how to do so here.
• You may ask for an updated partner badge if you uptier or downtier by reaching out to partners connect@crmone.com. Please use the most up-to-date version of your partner badge on your website and marketing materials.

For CrmOne Academy grads:

• The CrmOne Academy badges and certificates are available once you’ve successfully completed the relevant certification program.
• General guidelines for badges and certificates are available on the Academy FAQ page, with additional details on our certification expiration policy here.
• You may not alter any badges or certificates that we provide you with, including changing the date a certificate displays. If you need to update a user level certificate badge with a change in your name, you can do so by going into your CrmOne account and following these instructions.
• You and your company may not sell, transfer, or use Academy certifications for profit.
• If you’ve got questions about the use of the Academy marks, get in touch with us at connect@crmone.com.

For everyone:

• Your use of the marks should not suggest any sponsorship or endorsement by us, and shouldn’t confuse our brands with any other brands.
• This means that you can’t place our marks and logos on your website (other than Academy or partner badges and certificates, or other program or affiliate logos that we provide to you) unless you receive written permission from us.
• This also means that you can’t use or register a domain name that incorporates or is similar to our trademarks.

Please don’t do any of the following:

• Combine any of our marks with your name, your marks, or any generic terms
• Incorporate any of our marks into your name or logo
• Change the colour of our logo
• Photoshop or otherwise modify our logos
• Use old versions of our logos
• Use our sprocket logo as a letter in any word, other than where published by us
• Add words directly around the logos
• Overlap our logo with shapes or photos
• Associate our marks with any vulgar, obscene, indecent or unlawful material
• Translate our marks into other languages

You may use a CrmOne trademark, brand name, or product name (but not a stylized version of any CrmOne mark, and not any CrmOne logos or icons) in a referential phrase to describe that your business uses CrmOne or offers products or services related to CrmOne, and provided:

• Your use of the CrmOne word mark is referential and less prominent than your own business name or brand in the rest of the description. An example would be “[Solution Partners] webinar for CrmOne® platform users “or “[Solution Partner] provides implementation services for users of CrmOne software.”
• Your use, mention, or reference to CrmOne and/or its products does not deprecate CrmOne and/or its products.
• You do not use any CrmOne stylized logo, images, product icons, or other CrmOne-owned graphic symbols without CrmOne’s express written permission.
• You include a disclaimer, such as: “This webinar is independent of CrmOne, Inc., and is not authorized by, endorsed by, sponsored by, affiliated with, or otherwise approved by CrmOne, Inc.”

You may not create any Social media handle or other social media account whose username or title could suggest affiliation with or endorsement by us.

You may not use our marks in any advertising creative or copy (digital, social, PPC or otherwise). This includes phrases, such as “CrmOne Partner” or “CrmOne Design Certified”.

You may not use a trademark, domain name, or logo that is confusingly similar to our marks.

Looking to use one of our marks? Get in touch with us at connect@crmone.com.

What CrmOne Content You Can Use and How

• You can share links to any of our content by email and social media. We’ll love you for it!
• You can republish in full any CrmOne-original images (such as charts, graphs, cartoons, infographics), videos, or SlideShares by copying or embedding them and including them in your content – as long as you honor the Content Attribution Policy below. (Note: This does not include any stock images we’ve purchased for use in our content.)
• Feel free to reference or quote up to 75 words of any of our text content (facts, figures, quotes, etc.) in your own blog articles, presentations, documents, etc., as long as you honor the Content Attribution Policy below.
• Unfortunately, we cannot allow you to republish in full any of our text-based content (blog articles, PDFs, PPTs, DOCs) on the web. Why? Well, duplicate content is just bad for SEO, and Google will hate us for it (and since they invested in CrmOne, we like to keep them happy).
• Unfortunately, we cannot fulfill requests for original files (e.g. PDFs, PPTs, DOCs, or original video files). Sorry!
• You cannot monetize our content.
• You cannot claim our content as your original ideas (i.e., using our content and publishing it on a channel as your own). We love that you want to share it, please share the original link instead. Thank you!

Content Attribution Policy

Attribute CrmOne as the source.

Link to the original CrmOne source you’re referencing:

• For references to a CrmOne blog article, link to the URL of the specific blog article you’re referencing.
• For references to CrmOne’s downloadable content offers behind a form, please link to the landing page URL with the form for that individual offer.

Terms of Use Guidelines

CrmOne Website Terms of Use

PLEASE READ THESE WEBSITE TERMS OF USE CAREFULLY.

Hello and welcome to the CrmOne Website Terms of Use (“Terms of Use”) that applies to crmone.com and any website where we display these terms operates each Site to provide online access to information about CrmOne and the products, services, and opportunities we offer.

Please note, use of the CrmOne Subscription Services (free or paid) is governed by our Customer Terms of Service

By accessing and using a Site, you agree to these Terms of Use and to our Privacy Policy available

We reserve the right to modify these Terms of Use at any time without giving you prior notice. Your use of a Site following any such modification constitutes your agreement to follow and be bound by these Terms of Use, as modified. The last date these Terms of Use were revised is set forth above, so be sure to check back for updates.

Since our Terms of Use govern your use of a Site, please be sure to read the Terms of Use carefully, which includes the following sections:

1. Permitted Use of a Site

You may use a Site, and the information, writings, images and/or other works that you see, hear or otherwise experience on a Site (singly or collectively, the “Content”) solely for your non-commercial, personal purposes and/or to learn about CrmOne and the products, services, and opportunities we offer solely in compliance with these Terms of Use.

2. Prohibited Use of a Site

By accessing a Site, you agree that you will not:

• Use a Site in violation of these Terms of Use;
• Use a Site in violation of the terms of CrmOne’s Acceptable Use Policy. Copy, modify, create a derivative work from, reverse engineer or reverse assemble a Site, or otherwise attempt to discover any source code, or allow any third party to do so
• Sell, assign, sub license, distribute, commercially exploit, grant a security interest in or otherwise transfer any right in, or make available to a third party, the Content or Site in any way;
• Use or launch any automated system, including without limitation, “robots,” “spiders,” or “offline readers,” that accesses a Site in a manner that sends more request messages to the servers hosting CrmOne’s products, services, and Sites, in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser;
• Use a Site in any manner that damages, disables, overburdens, or impairs any CrmOne website or interferes with any other party’s use and enjoyment of a Site;
• Mirror or frame a Site or any part of it on any other web site or web page. Attempt to gain unauthorized access to a Site;
• Access a Site by any means other than through the interface that is provided by CrmOne for use in accessing a Site;
• Use a Site for any purpose or in any manner that is unlawful or prohibited by this Agreement.

Any unauthorized use of any Content or a Site may violate patent, copyright, trademark, and other laws.

3. Copyrights and Trademarks

Each Site is based upon proprietary CrmOne technology and includes the Content. Each Site is protected by applicable intellectual property and other laws, including trademark and copyright laws. Each Site, including all intellectual property rights in a Site, belongs to and is the property of CrmOne or its license (if any). CrmOne owns and retains all of its copyrights in the Content. Except as specifically permitted on a Site as to certain Content, the Content may not be copied, reproduced, modified, published, uploaded, posted, transmitted, performed, or distributed in any way, and you agree not to modify, rent, lease, loan, sell, distribute, transmit, broadcast, or create derivative works based on the Content or a Site, in whole or in part, by any means. CrmOne, the Sprocket Design, the CrmOne logos, and our other marks used by CrmOne from time to time, including those included on our trademarks page. The appearance, layout, colour scheme, and design of the CrmOne site are protected trade dress. You do not receive any right or licence to use the foregoing. CrmOne may use and incorporate into a Site or the CrmOne Service any suggestions or other feedback you provide, without payment or condition.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement on a Site or the Service should be sent to CrmOne’s designated Copyright Agent. See the Claims of Copyright Infringement instructions below.

4. Information and Materials You Post or Provide

You represent that you have all right, title, and interest to materials you post on a Site or provide to CrmOne (“Materials”), including but not limited to any consent, authorization, release, clearance or license from any third party (such as, but not limited to, any release related to rights of privacy or publicity) necessary for you to provide, post, upload, input or submit the Materials. You also represent that posting such Materials does not violate or constitute the infringement of any patent, copyright, trademark, trade secret, right of privacy, right of publicity, moral rights, or other intellectual property right recognized by any applicable jurisdiction of any person or entity, or otherwise constitute the breach of any agreement with any other person or entity. You grant to us all rights, licenses and permissions necessary to display, reproduce, disseminate Materials provided through or disclosed by you.

You represent and warrant that you are who you say you are, that you have not submitted fictitious, false or inaccurate information about yourself, and that all information contained in the posted Materials is true and your own work or work you are authorized to submit. You also represent the posted Materials that do not contain any threatening, harassing, libellous, false, defamatory, offensive, obscene, or pornographic, material, or other material that would violate any other applicable law or regulation. You agree that you will not knowingly or with intent to defraud provide material and misleading information. You represent and warrant that the Materials you supply do not violate these Terms of Use.

5. Links to Third-Party Web Sites

Links on a Site to third party web sites or information are provided solely as a convenience to you. If you use these links, you will leave the Site and be subject to the terms and privacy policies of those third parties. Such links do not constitute or imply an endorsement, sponsorship, or recommendation by CrmOne of the third party, the third-party web site, or the information there. CrmOne is not responsible for the availability of any such web sites. CrmOne is not responsible or liable for any such web sites or the content thereon.

6. Downloading Files

CrmOne cannot and does not guarantee or warrant that files available for downloading through a Site will be free of infection by software viruses or other harmful computer code, files or programs.

7. Disclaimers; Limitations of Liability

CrmOne AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF A SITE OR THE CONTENT FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL INFORMATION, SOFTWARE, PRODUCTS, SERVICES, SITES, AND RELATED CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. CrmOne AND ITS SERVICE PROVIDERS, LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO A SITE AND THE CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CrmOne IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. THE CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CrmOne AND ITS SERVICE PROVIDERS, LICENSORS OR SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER TYPE OF DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR COVER OR LOSS OF USE, DATA, REVENUE OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF A SITE, WITH THE DELAY OR INABILITY TO USE A SITE, OR FOR ANY CONTENT, OR OTHERWISE ARISING OUT OF THE USE OF A SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, THE FAILURE OF ANY LIMITED REMEDY TO ACHIEVE ITS ESSENTIAL PURPOSE, OR OTHERWISE, EVEN IF CrmOne OR ANY OF CrmOne’S SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, CrmOne IS DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AGREE THAT THE AGGREGATE LIABILITY OF CrmOne AND ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AFFILIATES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, LICENSORS OR SUPPLIERS SHALL IN ALL CASES BE LIMITED TO ONE HUNDRED DOLLARS.

8. Indemnification

You understand and agree that you are personally responsible for your behaviour on a Site. You agree to indemnify, defend and hold harmless CrmOne, its parent companies, subsidiaries, affiliated companies, joint ventures, business partners, license, employees, agents, and any third-party information providers from and against all claims, losses, expenses, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, resulting from or arising out of your use, misuse, or inability to use a Site or the Content, or any violation by you of these Terms of Use

9. Additional Terms

We may limit features related to profiles, including the number of connections and user ability to contact other members. We may edit or remove your Materials (defined below) at any time at our sole discretion. We also reserve the right to restrict or suspend your account at our sole discretion. Either you or we may remove your profile at any time; refer to the community rules and/or code of conduct of a Site for additional information.

You may access, correct, or delete your personal information by completing the form.

b. Customer Terms of Service. If you are a customer of CrmOne, or an employee, representative or agent of a CrmOne customer, your use of the CrmOne Subscription Service is subject to the CrmOne Customer Terms of Service.

10. General Provisions

a. Entire Agreement/No Waiver. These Terms of Use constitute the entire agreement of the parties with respect to the subject matter hereof. No waiver by CrmOne of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

b. Correction of Errors and Inaccuracies. The Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update the Content at any time without prior notice. We do not, however, guarantee that any errors, inaccuracies or omissions will be corrected.

c. Enforcement/ Choice of Law/ Choice of Forum. If any part of these Terms of Use is determined by a court of competent jurisdiction to be invalid or unenforceable, it will not impact any other provision of these Terms of Use, all of which will remain in full force and effect. Any and all disputes relating to these Terms of Use, CrmOne’s Privacy Policy, your use of a Site, any other CrmOne web site or the Content are governed by, and will be interpreted in accordance with, the laws of the Commonwealth of Massachusetts, without regard to any conflict of laws provisions. You agree to the sole and exclusive jurisdiction and venue of the federal or state courts in Boston, Massachusetts in the event of any dispute of any kind arising from or relating to these Terms of Use, CrmOne’s Privacy Policy, your use of a Site, any other CrmOne web site or the Content.

Copyright 2023 CrmOne. All rights reserved

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Claims of Copyright Infringement

DMCA Notices

CrmOne respects the intellectual property rights of others, and we ask our users to do the same. CrmOne may, in its sole discretion, suspend the access or terminate the accounts of users who violate others’ intellectual property rights.

If you believe that your work has been copied in a way that constitutes infringement on CrmOne’s website, please provide the following information to CrmOne’s Copyright Agent.

Contact CrmOne:

The CrmOne Copyright Agent for notice of claims of copyright infringement on or relating to this website (“Notifications”) can be reached either by sending an email to connect@crmone.com

Submission of Notification:

To be effective, the Notification must include the following:

1) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed (“Complaining Party”);

2) Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;

3) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit CrmOne to locate the material;

4) Information reasonably sufficient to permit CrmOne to contact the Complaining Party, such as an address, telephone number, and if available, an electronic mail address at which the complaining party may be contacted;

5) A statement that the Complaining Party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

6) A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Receipt of Notification:

Upon receipt of the written Notification containing the information as outlined in 1 through 6 above:

a) CrmOne will remove or disable access to the material that is alleged to be infringing;

b) CrmOne will forward the written notification to such alleged infringe (the “Alleged Infringe”);

c) CrmOne will take reasonable steps to promptly notify the Alleged Infringe that it has removed or disabled access to the material.

Counter Notification:

An Alleged Infringe may submit a Counter Notification to contest the claim of alleged infringement. To be effective, a Counter Notification must be a written communication provided to CrmOne’s Copyright Agent that includes substantially the following:

1) A physical or electronic signature of the Alleged Infringe;

2) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;

3) A statement under penalty of perjury that the Alleged Infringe has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

4) The Alleged Infringer’s name, address, and telephone number, and a statement that the Alleged Infringer’s consents to the jurisdiction of Federal District Court for the judicial district in which the Alleged Infringer’s address is located, or if the Alleged Infringer’s address is outside of the United States, for any judicial district in which CrmOne may be found, and that the Alleged Infringer’s will accept service of process from the person who provided notification or an agent of such person.

Receipt of Counter Notification:

Upon receipt of a Counter Notification containing the information as outlined in 1 through 4 above:

a) CrmOne will promptly provide the Complaining Party with a copy of the Counter Notification;

b) CrmOne will inform the Complaining Party that it will replace the removed material or cease disabling access to it within ten (10) business days;

c) CrmOne will replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days following receipt of the Counter Notification, provided CrmOne’s Copyright Agent has not received notice from the Complaining Party that an action has been filed seeking a court order to restrain Alleged Infringer from engaging in infringing activity relating to the material on CrmOne’s network or system.

Clients Terms of Service Guidelines

PLEASE READ THESE CUSTOMER TERMS OF SERVICE CAREFULLY.

Our Customer Terms of Service is a contract that governs our customers’ use of the CrmOne services. It consists of the following documents:

• General Terms: These contain the core legal and commercial terms that apply to your use of our products and services. Any references to Master Terms means these General Terms.
• Product Specific Terms: These include any additional terms that apply to your use of each of our product offerings, our consulting and other services, and third-party services.
• Jurisdiction Specific Terms: Depending on your location, some of these jurisdiction-specific terms will apply to you. They’ll also explain which CrmOne entity you’re contracting with, and which laws will govern our relationship.
• Data Processing Agreement (DPA): This explains how we process your data and includes the EU Standard Contractual Clauses.
• Acceptable Use Policy (AUP): This is the rulebook setting out what you can and can’t do while using our products and services.
• Your Order Form is the CrmOne-approved form created following your purchase of one of our products or services through our online payment process or via in-app purchase. It contains all of the details about your purchase, including your subscription term, products and services purchased and your fees. You’ll find your Order Form(s) in the Accounts and Billing section of your CrmOne portal. You can learn more about how to locate your Order Form, invoices and receipts at this knowledge base article.

We’ve aimed to keep these documents as readable as possible, but in some cases for legal reasons, some of the language is necessarily “legalese”. By using the Subscription Service or receiving the Consulting Services, you are agreeing to these terms.

We update these terms from time to time. If you have an active CrmOne subscription, we will let you know when we update the terms via in-app notification or by email (if you subscribe to receive email updates).

General Terms

1. DEFINITIONS

“Add-Ons” means additional product enhancements (including Limit increases and other add-ons) that are made available for purchase and are listed in the ‘Add-Ons & Limit Increases’ and the ‘Technical Limits and Definitions’ sections of our Products and Services Catalog.

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with a party to this Agreement. For purposes of this definition, control means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Agreement” or “Customer Terms of Service” means these General Terms and all materials referred or linked to in here, unless otherwise stated. Throughout this Agreement, we link to knowledge base articles to help facilitate your use of our products and services and manage your CrmOne Account; however, these knowledge base articles are for your information only, and they are not incorporated into this Agreement.

“Authorized Payment Method” means a current, valid, payment method accepted by us, as may be updated from time to time and which may include payment through your account with a third party.

“Billing Period” means the period for which you agree to prepay fees under an Order Form. This may be the same length as the Subscription Term specified in the Order Form, or it may be shorter. For example, if you subscribe to the Subscription Service for a one (1) year Subscription Term, with a twelve (12) month upfront payment, the Billing Period will be twelve (12) months.

“Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or a reasonable person would consider confidential. Confidential Information includes all information concerning: the Disclosing Party’s customers and potential customers, past, present or proposed products, marketing plans, engineering and other designs, technical data, business plans, business opportunities, finances, research, development, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.

“Contact” means a single individual (other than a User) whose Contact Information is stored by you in the Subscription Service.

“Contact Information” means the name, email address, phone number, online user name(s), and similar information submitted by visitors to your landing pages on the Subscription Service or uploaded by you to the Subscription Service.

“Consulting Services” means the professional services provided to you by us, which may include training services, installation, integration or other consulting services.

“Customer Data” means all information that you submit or collect via the Subscription Service. Customer Data does not include CrmOne Content.

“Customer Materials” means all materials that you provide or post, upload, input or submit for public display through the Subscription Service.

“DPA” means the CrmOne Data Processing Agreement

“Email Send Limit” means the number of emails that you may send in any given calendar month.

“Free Services” means the Subscription Service or other products or features made available by us to you on an unpaid trial or free basis.

“CrmOne Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including Enrichment Data.

“Jurisdiction-Specific Terms” means the additional terms that apply to your subscription, depending on your location.

“Order” or “Order Form” means the CrmOne-approved form or online subscription process by which you agree to subscribe to the Subscription Service and purchase Consulting Services.

“Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data and (ii) is protected as personal data, personal information, or personally identifiable information under applicable Data Protection Laws.

“Privacy Policy” means the CrmOne Privacy Policy as updated by us from time to time.

“Product and Services Catalogue ” means CrmOne’s Product and Services Catalogue as updated by us from time-to-time.

“Product Specific Terms” means the additional product-related terms that apply to your use of CrmOne products, our Consulting Services and Third-Party Products.

“Sensitive Information” means credit or debit card numbers; financial account numbers or wire instructions; government issued identification numbers (such as Social Security numbers, passport numbers), biometric information, personal health information (or other information protected under any applicable health data protection laws), personal information of children protected under any child data protection laws, and any other information or combinations of information that falls within the definition of “special categories of data” under GDPR or any other applicable law relating to privacy and data protection.

“Subscription Fee” means the amount you pay for the Subscription Service.

“Subscription Service” means all of our web-based applications, tools and platforms that you have subscribed to under an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via www.crmone.com or another designated URL, and any ancillary products and services, including website hosting, that we provide to you. CrmOne Payments are excluded from Subscription Services and are governed separately under the CrmOne Payments Terms of Use.

“Subscription Term” means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). For Free Services, the Subscription Term will be the period during which you have an account to access the Free Services.

“Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. These products and services include non-CrmOne apps available from, for example, our marketplaces, directories, and links made available through the Subscription Service and non-CrmOne services listed on services www.crmone.com.

“Third-Party Sites” means third-party websites linked to from within the Subscription Service, including Communications Services.

“Total Committed Subscription Value” means the aggregate amount of Subscription Fees paid or payable to us during your then-current Subscription Term(s) for all of your CrmOne accounts, but this amount excludes fees for renewals, Consulting Services and applicable taxes.

“Users” means your employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords for the Subscription Service.

“CrmOne”, “we”, “us” or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section.

“You”, “your” or “Customer” means the person or entity using the Subscription Service or receiving the Consulting Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase.

2. USE OF SERVICES

2.1 Access.

During the Subscription Term, we will provide your Users access to use the Subscription Service as described in this Agreement and the applicable Order. We may provide your Users access to use our Free Services at any time by activating them in your CrmOne account. We might provide some or all elements of the Subscription Service through third party service providers.

You must ensure that all access, use and receipt by your Users is subject to and in compliance with this Agreement. You may provide access and use of the Subscription Service to your Affiliate’s Users or allow them to receive the Consulting Services purchased under an Order; provided that, all such access, use and receipt by your Affiliate’s Users is subject to and in compliance with the Agreement and you will at all times remain liable for your Affiliates’ compliance with the Agreement.

2.2 Additional Features. You may subscribe to additional features of the Subscription Service by placing an additional Order or activating the additional features from within your CrmOne account (if this option is made available by us.). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your CrmOne account.

2.3 Availability and Uptime. For details of CrmOne’s Service Uptime Commitment, please see the Product Specific Terms.

2.4 Limits. The limits that apply to you will be specified in your Order Form, this Agreement or in our Product and Services Catalog, and for our Free Subscriptions, these limits may also be designated only from within the product itself. For further information on the limits that apply to your subscription, please refer to the Product Specific Terms.

You must be 18 years of age or older to use the Subscription Service.

2.5 Downgrades. Depending on your CrmOne product, you may be entitled to downgrade your subscription. For further information on the downgrade terms that apply to your subscription, please refer to the Product Specific Terms.

2.6 Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. For further information on our modification rights that apply to your subscription, please refer to the Product Specific Terms.

2.7 Customer Support. For information on the customer support terms that apply to your subscription, please refer to the Product Specific Terms.

2.8 Acceptable Use. You will comply with our Acceptable Use Policy (“AUP”).

2.9 Prohibited and Unauthorized Use. You will not use the Subscription Service in any way that violates the terms of the AUP or for any purpose or in any manner that is unlawful or prohibited by this Agreement.

You may not use the Subscription Service if you are legally prohibited from receiving or using the Subscription Service under the laws of the country in which you are resident or from which you access or use the Subscription Service.

The Subscription Service is not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA), so you may not use the Subscription Service where your communications would be subject to such laws. You may not use the Subscription Service in a way that would violate. Nothing contained in this section limits the usage restrictions specific to Sensitive Information under the Agreement.

You will notify us promptly of any unauthorized use of your Users’ identifications and passwords or your account by following the instructions at www.crmone.com

2.10 No Sensitive Information. YOU ACKNOWLEDGE THAT THE SUBSCRIPTION SERVICES HAVE NOT BEEN DESIGNED TO PROCESS OR MANAGE SENSITIVE INFORMATION AND ACCORDINGLY YOU AGREE NOT TO USE THE SUBSCRIPTION SERVICE TO COLLECT, MANAGE OR PROCESS SENSITIVE INFORMATION. WE WILL NOT HAVE AND WE SPECIFICALLY DISCLAIM ANY LIABILITY THAT MAY RESULT FROM YOUR USE OF THE SUBSCRIPTION SERVICE TO COLLECT, PROCESS OR MANAGE SENSITIVE INFORMATION.

2.11 Customer Responsibilities. To realize the full value of the Subscription Service and Consulting Services, your participation and effort are needed. Resources that may be required from you include a project manager, one or more content creators, a sales sponsor, an executive sponsor and a technical resource (or equivalent). Responsibilities that may be required include planning of marketing programs; setting of a content creation calendar; creating blog posts, social media content, Calls-To-Action (CTAs), downloads, emails, nurturing content, and other materials; acting as internal liaison between sales and marketing; providing top level internal goals for the use of the Subscription Service; attending regular success review meetings; and supporting the integration of the Subscription Service with other sales and marketing systems.

2.12 Free Trial. If you register for a free trial, we will make the applicable Subscription Service available to you on a trial basis free of charge until the earlier of (a) the end of the free trial period (if not terminated earlier) or (b) the start date of your paid subscription. Unless you purchase a subscription to the applicable Subscription Service before the end of the free trial, all of your data in the Subscription Service may be permanently deleted at the end of the trial, and we will not recover it. If we include additional terms and conditions on the trial registration web page, those will apply as well.

2.13 Legacy Products. If you have a legacy CrmOne product, some of the features and limits that apply to that product may be different than those that appear in these General Terms, Product Specific Terms and/or the Product and Services Catalog. If you have legacy CrmOne products, we may choose to move you to our then-current products at any time. If you determine that you are using a legacy product and would like to upgrade to a current-version, you must execute a new Order.

3. FEES

3.1 Subscription Fees. The Subscription Fee will remain fixed during the initial term of your subscription unless (i) you upgrade products or base packages, (ii) you subscribe to additional features or products, including additional Contacts, or (ii) otherwise agreed to in your Order. We may also choose to decrease your fees upon written notice to you. You can find all the information about how your fees may be otherwise adjusted in Product Specific Terms. Please review the Product Specific Terms for information on Commerce Hub Subscription Services that may have different fee structures.

3.2 Fee Adjustments at Renewal. Upon renewal, we may increase your Subscription Fees up to our then-current list price set out in our Product and Services Catalog. If this increase applies to you, we will notify you in advance of your renewal and the increased fees will apply at the start of the next renewal term. If you do not agree to this increase, either party can choose to terminate your subscription at the end of your then-current term by giving the notice required in the ‘Notice of Non-Renewal’ section below.

3.3 Payment of Fees. If you are paying by credit card, you authorise us to charge your Authorised Payment Method for all fees payable during the Subscription Term. You further authorise us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

In the event of a failed attempt to charge your Authorized Payment Method (for example, if your Authorized Payment Method has expired or is no longer valid), we reserve the right, and you Authorized us, to retry billing your Authorized Payment Method. If you update your Authorized Payment Method to remedy a change in validity or expiration date, we will automatically resume billing; we may also receive updates on your Authorized Payment Method through our payment service providers and automatically resume billing. We may suspend your access in accordance with the ‘Suspension’ section or terminate your account in accordance with the ‘Termination for Cause’ section if we remain unable to successfully charge a valid Authorized Payment Method.

3.4 Payment against invoice. If you are paying by invoice, we will invoice you before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable within specified in the Order Form.

3.5 Payment Information. You will keep your business information up to date, including your company name, address, and primary contact. You will also keep your Authorized Payment Method and billing information up to date for the payment of incurred and recurring fees, including your tax information.

Changes may be made on your Billing Page within your CrmOne account. You authorize CrmOne to continue to charge your Authorized Payment Method for applicable fees during your Subscription Term and until any and all outstanding Fees have been paid in full. All payment obligations are non-cancel able and all amounts paid are non-refundable, except as specifically provided for in this Agreement. All fees are due and payable in advance throughout the Subscription Term. If you are a CrmOne Solutions Partner that purchases on behalf of a client, you agree to be responsible for the Order Form and to guarantee payment of all fees.

3.6 Sales Tax. All fees are exclusive of taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service and performance of Consulting Services. You will have no liability for any taxes based upon our gross revenues or net income. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state. If you do not provide us with a VAT registration number prior to your transaction being processed, we will not issue refunds or credits for any VAT that was charged. If you are subject to GST, all fees are exclusive of GST. If you are located in Canada, all fees are exclusive of GST, PST and HST.

3.7 Withholding Tax. If you are required to deduct or withhold tax from payment of your CrmOne invoice, you may deduct this amount from the applicable Subscription Fee due to the extent it is due and payable as assessed withholding tax required under laws that apply to you (the “Deduction Amount”).

You will not be required to repay the Deduction Amount to us, provided that you present us with a valid tax receipt verifying payment of the Deduction Amount to the relevant tax authority within ninety (90) days from the date of the invoice. If you do not provide this tax receipt within the specified time period, then all fees, inclusive of the Deduction Amount, will be immediately due and payable, and failure to pay these fees may result in your account being suspended or terminated for non-payment.

4. TERM AND TERMINATION

4.1 Term and Renewal. Your initial subscription term will be specified in your Order, and, unless otherwise specified in your Order, your subscription will automatically renew for the shorter of the subscription term, or one year.

4.2 Notice of Non-Renewal. Unless otherwise specified in your Order, to prevent renewal of your subscription, you or we must give written notice of non-renewal. The deadline for sending this notice varies depending on the CrmOne product and edition you have subscribed to. For more information on non-renewal notice periods, please see the Product Specific Terms.

If you decide not to renew, you may send this non-renewal notice to us by indicating that you do not want to renew by turning auto-renew off by accessing the billing details information in your CrmOne account

4.3 Early Cancellation. You may choose to cancel your subscription early at your convenience provided that we will not provide any refunds of prepaid fees or unused Subscription Fees, and you will promptly pay all unpaid fees due through the end of the Subscription Term. See the ‘Notice of Non-Renewal’ section for information on how to cancel your subscription.

4.4 Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: (i) upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, cessation of business, liquidation or assignment for the benefit of creditors.

If we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

4.5 Suspension

4.5.1 Suspension for Prohibited Acts

We may suspend any User’s access to any or all Subscription Services without notice for:

(i) use of the Subscription Service in a way that violates applicable local, state, federal, or foreign laws or regulations or the terms of this Agreement,

(ii) use of the CrmOne email send service that results in excessive bounces, SPAM complaints via feedback loops, direct spam complaints (to our abuse desk), or requests for removal from a mailing list by recipients, or

(iii) repeated instances of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.

We may, without notice, review and delete any Customer Data or Customer Materials that we determine in good faith violate these terms or the AUP, provided that, we have no duty (unless applicable laws or regulations provide otherwise) to prescreen, control, monitor or edit your Customer Data or Customer Materials.

4.5.2 Suspension for Non-Payment

We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (7) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.

4.5.3 Suspension for Present Harm

If your website, or use of, the Subscription Service:

(i) is being subjected to denial of service attacks or other disruptive activity,

(ii) is being used to engage in denial of service attacks or other disruptive activity,

(iii) is creating a security vulnerability for the Subscription Service or others,

(iv) is consuming excessive bandwidth or storage, or

(v) is causing harm to us or others, then we may, with electronic or telephonic notice to you, suspend all or any access to the Subscription Service.

We will make commercially reasonable efforts to limit the suspension to the affected portion of the Subscription Service, and each party will make reasonable efforts to promptly resolve the issues causing the suspension of the Subscription Service. Nothing in this clause limits our right to terminate for cause as outlined above, if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers.

4.5.4 Suspension and Termination of Free Services

We may suspend, limit, or terminate the Free Services for any reason at any time without notice. We may terminate your subscription to the Free Services due to your inactivity.

4.6 Effect of Termination or Expiration. If your paid subscription is terminated or expires, we will continue to make available to you our Free Services provided however, this may not be the case if your Agreement was terminated for cause.

You will continue to be subject to this Agreement for as long as you have access to a CrmOne account.

Upon termination or expiration of this Agreement, you will stop all use of the Subscription Service and CrmOne Content. If you terminate this Agreement for cause, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination. For the avoidance of doubt, this refund does not include any fees owed from your use of CrmOne Payments, which is separately governed under the CrmOne Payments Terms of Use. If we terminate this Agreement for cause, you will promptly pay all unpaid fees due through the end of the Subscription Term. Fees are otherwise non-refundable.

5. CUSTOMER DATA

5.1 Customer’s Proprietary Rights. You own and retain all rights to the Customer Materials and Customer Data. This Agreement does not grant us any ownership rights to Customer Materials or Customer Data. You grant permission to us and our licensors to use the Customer Materials and Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as otherwise permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

5.2 Limits on CrmOne. We will not use Customer Data to contact any individual or company except as you direct or otherwise permit. We will use Customer Data only in order to provide the Subscription Service and Consulting Services to you and only as permitted by applicable law and this Agreement.

5.3 Data Practices and Machine Learning.

5.3.1 Usage Data.

We may collect information about you and your Users when you interact with the Subscription Service as permitted by the Agreement.

5.3.2 Machine Learning.

We may use Customer Data for machine learning to support and develop features and functionality within the Subscription Service and similar products and services. You instruct us to use Customer Data for such purposes. You may opt-out of having your Customer Data used for machine learning purposes by emailing connect@crmone.com.

5.3.3 Privacy Policy.

For more information on these practices, please see our Privacy Policy.

5.4 Protection of Customer Data. The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data. The DPA sets out how we will process Personal Data on your behalf in connection with the Subscription Services provided to you under this Agreement. We will maintain commercially appropriate administrative, physical, and technical safeguards to protect Personal Data as described in the DPA, including our Security Measures in Annex 2 of our DPA.

5.5 Regional Data Hosting. We will store your Customer Data in a specific location or geographical region (e.g. North America or Europe) as part of your subscription subject to the terms of this Agreement and our Regional Data Hosting Policy.

5.6 Customer Data Transfers. We and our Affiliates may transfer Customer Data (including Personal Data) to the United States in connection with the Subscription Service. To the extent we process Personal Data that is subject to the protection of European Data Protection Laws (as defined in the DPA) in the United States, we will process such Personal Data in accordance with the EU-U.S. Data Privacy Framework, the UK Extension to the EU-U.S. Data Privacy Framework, and the Swiss-U.S. Data Privacy Framework (collectively, the “Data Privacy Framework”) as set out in our DPA. For more information about the Data Privacy Framework, please see our Privacy Policy.

5.7 Retention, Deletion and Retrieval of Customer Data. For information regarding the retention and deletion of Customer Data, please see the ‘CrmOne Obligations’ section of our DPA. You can learn more about your right to retrieve Customer Data from your CrmOne account in the ‘Retrieval of Customer Data’ sections as specified in our Product Specific Terms.

6. INTELLECTUAL PROPERTY

6.1 This is an agreement for access to and use of the Subscription Service, and you are not granted a licence to any software by this Agreement. We retain all intellectual property rights to the CrmOne Content, the Subscription Service, the Consulting Services, and any other products or services provided under this Agreement. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the CrmOne Content, the Subscription Service, or the Consulting Services in whole or in part, by any means, except as expressly authorised in writing by us. Our trademarks include, but aren’t limited to, those trademarks (which we may update at any time without notice to you), and you may not use any of these without our prior written permission.

6.2 We encourage all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.

7. CONFIDENTIALITY

7.1 The Receiving Party will: (i) protect the confidentiality of the Confidential Information of the Disclosing Party using the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind, but in no event less than reasonable care, (ii) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, (iii) not disclose Confidential Information of the Disclosing Party to any third party (except those third party service providers used by us to provide some or all elements of the Subscription Service or Consulting Services and except for your CrmOne Solutions Partner bound by confidentiality obligations), and (iv) limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.2 The Receiving Party may disclose Confidential Information of the Disclosing Party if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process; provided, however, that (i) the Receiving Party will provide the Disclosing Party with prompt notice of any request that it disclose Confidential Information, sufficient to allow the Disclosing Party to object to the request and/or seek an appropriate protective order or, if such notice is prohibited by law, the Receiving Party will disclose the minimum amount of Confidential Information required to be disclosed under the applicable legal mandate; (ii) the Receiving Party will refer the request to the Disclosing Party and will provide reasonable assistance to the Disclosing Party, at the Disclosing Party’s cost, in opposing such disclosure or seeking a protective order, unless the Receiving Party is explicitly prohibited from doing so by law or court order; and (iii) in no event will the Receiving Party disclose Confidential Information to a party other than a government agency except under a valid order from a court having jurisdiction requiring the specific disclosure, including in circumstances where the Disclosing Party refuses to provide their consent or fails to respond to the Receiving Party’s inquiries in connection with the request to disclose the Confidential Information..

8. PUBLICITY

You grant us the right to add your name and company logo to our customer list and website. You can opt-out of this use by filling out the Publicity Opt-Out form by mailing us at connect@crmone.com

9. INDEMNIFICATION

You will indemnify, defend and hold us and our Affiliates harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, license, and Affiliates) by a third party not affiliated with us or our Affiliates to the extent that such Action is based upon or arises out of

(a) unauthorized or illegal use of the Subscription Service by you or your Affiliates,

(b) your or your Affiliates’ noncompliance with or breach of this Agreement,

(c) your or your Affiliates’ use of Third-Party Products, or

(d) the unauthorized use of the Subscription Service by any other person using your User information.

We will: notify you in writing of our becoming aware of any such claim; give you sole control of the defence or settlement of such a claim; and provide you (at your expens

e) with any and all information and assistance reasonably requested by you to handle the defence or settlement of the claim. You will not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

10. DISCLAIMERS; LIMITATION OF LIABILITY

10.1 Performance Warranty. We warrant that: (i) the Subscription Service and Consulting Services will be provided in a manner consistent with generally accepted industry standards, and (ii) we will not knowingly introduce any viruses or other forms of malicious code into the Subscription Service; provided however, this warranty will not apply to you if you only use the Free Services.

In the event of non-conformance with this warranty, we will use commercially reasonable efforts to correct such non-conformance. If we cannot correct such non-conformance within sixty (60) days from the date when you notified us of the non-conformity (the “Remedy Period”), then either party may terminate this Agreement by providing the other party written notice after the end of the Remedy Period. If you terminate the Agreement for this reason, we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.

We will not have any obligation or liability under this section if the non-conformance is caused by or based on: (i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by us, (ii) modification of the Subscription Service by anyone other than us, or modification of the Subscription Service by us in accordance with specifications or instructions that you provided, or (iii) use of the Subscription Service in violation of or outside the scope of this Agreement.

THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.

10.2 Disclaimer of Warranties. EXCEPT AS SET FORTH IN THE ‘PERFORMANCE WARRANTY’ SECTION AND WITHOUT LIMITING OUR OBLIGATIONS IN THE ‘PROTECTION OF CUSTOMER DATA’ SECTION OF THIS AGREEMENT, WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY, ACCURACY OR COMPLETENESS OF THE SUBSCRIPTION SERVICE, DATA SYNCHED TO OR MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, CrmOne CONTENT, OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, CrmOne CONTENT AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

10.3 No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, REVENUE, DATA OR BUSINESS OPPORTUNITIES ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY; PROVIDED THAT, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES.

10.4 Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM; PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO YOU IF YOU ONLY USE THE FREE SERVICES, AND IN THIS CASE, IF WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY ARISING FROM YOUR USE OF THE FREE SERVICES, THEN OUR AGGREGATE LIABILITY WILL BE LIMITED TO ONE HUNDRED U.S. DOLLARS.

10.5 Third Party Products. WE AND OUR AFFILIATES DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS WILL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

10.6 Agreement to Liability Limit. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE SUBSCRIPTION SERVICE TO YOU.

10.7 Additional Coverage Terms. If your Total Committed Subscription Value exceeds thirty-five thousand U.S. dollars (USD$35,000), then the CrmOne Additional Coverage Terms available at Appendix 1 to these General Terms will apply. If these terms apply to you, then they are incorporated into the Agreement.

11. MISCELLANEOUS

11.1 Amendment; No Waiver.

We may modify any part or all of the Agreement by posting a revised version. The revised version will become effective and binding the next business day after it is posted. We will provide you notice of this revision by email or in-app notification. If you would like to receive an email notification when we update the Agreement, complete the form found.

If you do not agree with a modification to the Agreement, you must notify us in writing after we send notice of the revision via mail. If you give us this notice, then your subscription will continue to be governed by the terms and conditions of the Agreement prior to modification until your next renewal date. However, if we can no longer reasonably provide the subscription to you under the terms prior to modification (for example, if the modifications are required by law or result from general product changes), then the Agreement and/or affected Subscription Services will terminate upon our notice to you and we will promptly refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement.

No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

11.2 Force Majeure. Except for payment obligations of amounts due under this Agreement, neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; pandemic; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

11.3 Actions Permitted. Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.

11.4 Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

11.5 Compliance with Laws. We will comply with all U.S. state and federal laws (where applicable) in our provision of the Subscription Service, the Consulting Services and our processing of Customer Data. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.

We will comply with our Code of Business Conduct and Ethics (a/k/a our Code of Use Good Judgment) which can be found on www.crmone.com the Code of Use Good Judgment is incorporated into this Agreement, but any other linked materials available on our Investor Relations Page are for information only and not incorporated into these terms. You will comply with all applicable laws in your use of the Subscription Service and Consulting Services, including any applicable export laws.

You must comply with all applicable laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the U.S. Department of the Treasury in your use and receipt of the Subscription Service and Consulting Services.

You will not directly or indirectly export, re-export, or transfer the Subscription Service or Consulting Services to prohibited countries or individuals or permit use of the Subscription Service or Consulting Services by prohibited countries or individuals.

11.6 Severability. If any part of this Agreement or an Order Form is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

11.7 Notices. To CrmOne: Notice will be sent to the contact address set forth in the Jurisdiction Specific Terms, and will be deemed delivered as of the date of actual receipt.

To you: your address as provided in our CrmOne Subscription account information for you. We may give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you or through the notifications centre of the Subscription Service. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you. You must keep all of your account information current.

11.8 Entire Agreement. This Agreement (including each Order), along with our Privacy Policy is the entire agreement between us for the Subscription Service and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, supplier portal, or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

11.9 Assignment. You will not assign or transfer this Agreement without our prior written consent, except that you may assign this Agreement to a successor by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, provided such successor is not a competitor of ours. We may assign this Agreement to any CrmOne Affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

11.10 No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

11.11 Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, will not apply to this Agreement. If you are located outside of the territory of the United States, the parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not govern this Agreement or the rights and obligations of the parties under this Agreement.

11.12 Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms. You further warrant and represent that you have the authority to procure your Affiliates compliance with the terms of this Agreement.

11.13 U.S. Government Entities. If you are a U.S. local, state or federal government entity, then the CrmOne Government Customer Additional Terms available at Appendix 2 to these General Terms will apply to your Agreement. If these terms apply to you, then they are incorporated into the Agreement and will control in the event of any conflict with the Agreement.

11.14 Survival. The following sections will survive the expiration or termination of this Agreement: ‘Definitions’, ‘Fees’, ‘Prohibited and Unauthorized Use’, ‘Early Cancellation’, ‘Termination for Cause’, ‘Suspension for Prohibited Acts’, ‘Suspension for Non-Payment’, ‘Suspension for Present Harm’, ‘Suspension and Termination of Free Services’, ‘Effect of Termination or Expiration’, ‘Intellectual Property’, ‘Customer’s Proprietary Rights’, ‘Confidentiality’, ‘Publicity’, ‘Indemnification’, ‘Disclaimers; Limitations of Liability’, ‘Miscellaneous’ and ‘Contracting Entity and Applicable Law’. Additionally, the ‘Retrieval of Customer Data’ sections and the ‘Beta Services’ section of the Product Specific Terms page will survive expiration or termination of this Agreement.

11.15 Precedence. In the event of a conflict between the terms of the Agreement and an Order, the terms of the Order will control, but only as to that Order.

APPENDIX 1

COVERAGE TERMS

If your Total Committed Subscription Value exceeds thirty-five thousand U.S. dollars (USD$35,000), then these Additional Coverage Terms apply. If, at any point during your Subscription Term, your Total Committed Subscription Value is below this amount, then these terms will not apply. We may update or change these terms in the same way as we can update or change our Agreement.

1. CrmOne Indemnification

We will indemnify, defend and hold you harmless, at our expense, against any Action brought against you (and your officers, directors, employees, agents, service providers, licensors, and Affiliates) by a third party not affiliated with you to the extent that such Action is based upon or arises out of (1) an allegation that the Subscription Service infringes a valid patent in a member state of the Patent Cooperation Treaty, registered trademark, or registered copyright (“IP Indemnification”), or (2) our breach of our confidentiality obligations or our use of Customer Data in violation of this Agreement (“Confidentiality and Data Misuse Indemnification”).

You will: notify us in writing within thirty (30) days of you becoming aware of any such claim; give us sole control of the defence or settlement of such a claim; and provide us (at our expense) with any and all information and assistance reasonably requested by us to handle the defence or settlement of the claim. We will not accept any settlement that (i) imposes an obligation on you; (ii) requires you to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on you without your prior written consent.

We will not have any obligation or liability under this section if the alleged claim is caused by or based on: (i) any combination of the Subscription Service with any hardware, software, equipment, or data not provided by us, (ii) modification of the Subscription Service by anyone other than us, or modification of the Subscription Service by us in accordance with specifications or instructions that you provided, (iii) use of the Subscription Service in violation of or outside the scope of this Agreement, (iv) an allegation that the Subscription Service consists of a function, system or method traditionally utilized in marketing, sales or services software that is not commercially unique to the Subscription Service, and the commercially unique aspects of the Subscription Service are not identified in the allegation giving rise to the claim, or (v) user interface or related user design elements not provided by us.

Notwithstanding the foregoing, in the event of such a claim, or if we believe that such a claim is likely, we may, at our sole option and expense: (a) modify the Subscription Service or provide you with substitute Subscription Service that is non-infringing; or (b) obtain a licence or permission for you to continue to use the Subscription Service, at no additional cost to you; or (c) if neither (a) nor (b) is, in our judgement, commercially practicable, terminate your access to the Subscription Service (or to a portion of the Subscription Service as necessary to resolve the claimed infringement) and refund any prepaid but unused fees covering use of the Subscription Service after termination in accordance with the ‘Effect of Termination or Expiration’ provision of this Agreement. THIS SECTION STATES OUR ENTIRE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO ANY CLAIM PROVIDED FOR UNDER THIS SECTION.

2. Limitation of Liability

The ‘Limitation of Liability’ sub-section in the ‘Disclaimers

“EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, OUR LIABILITY ARISING FROM OUR IP INDEMNIFICATION OBLIGATIONS UNDER THE ‘CrmOne INDEMNIFICATION’ SECTION AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY OR ITS AFFILIATES IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY, ITS AFFILIATES OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM”.

APPENDIX 2

U.S. GOVERNMENT CUSTOMER ADDITIONAL TERMS

If you are a U.S. local, state or federal government entity, including public institutions of higher education, that uses the CrmOne products or services (a “Government Customer”), then these CrmOne Government Customer Additional Terms apply. We may update or change these terms in the same way as we can our Agreement as we describe in the ‘Amendment; No Waiver’.

These terms apply to the extent required by applicable law.

1. Government Customer Purpose

Government Customers may only use the Subscription Service and Consulting Services for a governmental-related purpose. These terms will not apply in the event the Subscription Service and/or Consulting Services are used for any private, personal, or non-governmental-related purpose.

2. Indemnification

Government Customer’s obligations in the ‘Indemnification’ section of the General Terms will only apply to the extent permitted by applicable law.

3. Limitation of Liability

The ‘Limitation of Liability’ sub-section in the ‘Disclaimers; Limitations of Liability’ section of the General Terms applies to the extent permitted by applicable law. The following sentence is also added to the end of the ‘Limitation of Liability’ sub-section in the ‘Disclaimers; Limitations of Liability’ section of the General Terms, or to the amended ‘Limitation of Liability’ section in the CrmOne Additional Coverage Terms in Appendix 1 to the General Terms, if applicable: “ALSO PROVIDED HOWEVER, THIS LIMITATION WILL NOT APPLY TO EITHER PARTIES’ LIABILITY ARISING FROM ITS NEGLIGENCE THAT RESULTS IN BODILY INJURY, DEATH, OR DAMAGE TO TANGIBLE PROPERTY.”

4. Contracting Entity and Applicable Law

The ‘Contracting Entity and Applicable Law’ section of the Jurisdiction Specific Terms is revised to read as follows:

You are contracting with CrmOne, Inc. and this Agreement is governed by the laws applicable to you as a Government Customer, or if no such laws are specified, then the laws of the Commonwealth of Massachusetts, U.S.A., without reference to conflicts of law principles. Government Customer agrees that we have standing and privily of contract to bring a claim directly against Government Customer in a court or body of competent jurisdiction.

Developers Terms & Guidelines

CrmOne Developer Terms

Thanks for choosing to become a Developer on the CrmOne Platform! By using CrmOne’s API’s, Developer Tools including tools for development, software development kits (SDKs), and associated software (collectively, the “Developer Tools”), you are agreeing to the following CrmOne Developer Terms (“Terms”). We are excited to have you join the CrmOne Developer ecosystem and when you develop on the CrmOne Platform, you agree to be bound by these terms.

1. Welcome

These Developer Terms apply to your use of any of our Developer Tools that we make available to you, public or otherwise. By using the Developer Tools, you agree to our Platform Policy.

By accessing or using the Developer Tools, you are entering into a legal agreement with CrmOne that is governed by the terms below , as they may be changed from time to time, and by any applicable policies and guidelines, including our CrmOne Developer Policy (“Developer Policy”), and our Acceptable Use Policy (“AUP”) (collectively, the “CrmOne Platform Policy”). If you are an individual representing an entity, you acknowledge that: (i) You have the appropriate authority to accept these Terms on behalf of such entity; (ii) You are of legal age to form a binding contract, (iii) and are not prevented from using or receiving the Developer Tools under applicable laws.

We update these Developer Terms from time to time. We will post the updated Developer Terms and update the “Last Modified” date above to reflect the latest version

2. Definitions

Please reference these definitions when reviewing these Terms

““Content” means any data or content accessed via the Developer Tools.

“Customer” means the authorized actual user of the CrmOne Products.

“Customer Data” means any data that a customer submits or collects via any CrmOne Products or Services (see our ToS for more information).

“Developer Account” means a CrmOne Developer Account.

“Developer Credentials” means any passwords, keys, tokens, or other access credentials that allow you to access the Developer Tools or Content.

“CrmOne Account” has the same meaning as in our Terms of Service.

“CrmOne Platform” means all CrmOne products and services.

“Solution” means your software application, website, website asset, product, service, software module, template, connected service, integration, and/or anything you create using the Developer Tools.

“We”, “us”, “our”, or “CrmOne” means CrmOne, Inc.

“You” and “your” means the party, other than CrmOne, agreeing to these Terms and using the Developer Tools.

3. Developer Account and Documentation

You can sign up for a Developer Account(a CrmOne Account)you may use to test and build your Solution. Using a Developer Account is subject to our Terms of Service, including any applicable limits or restrictions. Please note that we may terminate or suspend your Developer Account at any time. The Developer Account is not meant to be used for any other purpose other than for testing or building your Solution.

In addition to compliance with these Terms, your use of our Developer Tools must comply with the Developer Documentation that we provide to you.

A. In addition to using our Developer Tools, you may choose to sign up for a Developer Account with us. A Developer Account is a CrmOne Account for you to test and develop your Solution and is assigned a specific account id number. Your use of the Developer Account is subject to the CrmOne Terms of Service. We may suspend or terminate your Developer Account at any time with or without notice to you.

B. When signing up for the Developer Tools, you may be required to submit information about yourself. You must keep this information accurate and up to date at all times. Any information you provide will be subject to our Privacy Policy. We may use the information you provide to us to contact you about our relevant content, products, services, and information about or changes to the Developer Tools You may unsubscribe from these communications at any time.

C. When using our Developer Tools you must comply with the technical documentation, usage guidelines, call volume limits, and other documentation maintained at the Developer Site or otherwise made available(together, the “Developer Documentation”, which are expressly incorporated into these Terms by reference). In the event of any conflict between the Developer Documentation and these Terms, these Terms shall control.

4. Use of the Developer Tools

We’re giving you the right to access and use our Developer Tools under these Terms. Your Solution belongs to you and the Developer Tools, our trademarks, and our products and services belong to us.

You must comply with applicable laws and our policies in order to use the Developer Tools. Additionally, you can only use the Developer Tools we make publicly available and must follow our usage guidelines. Additionally, your users (if applicable) must also comply with these Terms and any applicable laws.

A. Access and Use

Access to the Developer Tools. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right, non-sublicensable license, to access, and use the Developer Tools. We do not acquire ownership in your Solution, and by using the Developer Tools, you do not acquire ownership of any rights in the Developer Tools, Customer Data, our trademarks, our products and services , or the Content. You may only access those Developer Tools for which we provide documentation.

Permitted Uses

You must comply with all applicable laws (including laws regarding the import or export of data or software, privacy, and local regulations). Your solution should also require your users and customers to comply with applicable laws and regulations.

A. We may set or update the limits around the Developer Tools at any time with or without letting you know beforehand.

B. Do not use the Developer Tools in a way that violates our guidelines

C. Do not do anything that is illegal or would hurt the reputation of us or our Customers.

D. Do not store passwords for CrmOne Accounts, and do not attempt to reverse engineer our products and services.

E. Your solution can recreate or replace functionality of our products and services so long as it doesn’t cause us, our Customers, Partners, or affiliates harm. Both of us can create products and services which compete with one another.

F.Do not store Content or Customer for longer than you need to or are legally able to.

G.Make sure Content can always be attributed back to us in your Solution.

B. Limits and Restrictions

A. We may set and enforce limits on the Developer Tools at our choosing, and may change the limits at any time by modifying the Developer Tools Usage Guidelines on our Pricing Page https://www.crmone.com/pricing We will do our best to inform you prior to making changes to these limits, however, we may not always be able to do so.

B. You will not attempt to bypass the limitations documented in the Developer Tools Usage Guidelines.

C. You will not engage in any deceptive, misleading, illegal or unethical activities, or activities that otherwise may be detrimental to the Developer Tools, us, our Customers, or the public.

D. You will not collect, store, or share CrmOne Account passwords. You will not copy, reformat, reverse-engineer, or otherwise modify the Developer Tools or any CrmOne product or service.

E. Your Solution must not recreate a core functionality of, or replace, any CrmOne product or service in such a way as to cause us or our Customers, Partners, or Affiliates reputational or financial damage. However both you and us are permitted to independently develop, sell, and market products and services that are similar to or otherwise compete with such party’s products and services.

F. You must not cache or store any Content or Customer Data other than for reasonable and lawful periods in order to provide your Solution.

G. You must not aggregate retrieved Content with third-party content in such a way that Content cannot be attributed to us.

You must obtain permission and consent before accessing or using Customer Data. You must also follow applicable laws and regulations when accessing or processing Customer Data.

If you submit any of your own content through Developer Tools you give us permission to use it in order to provide the Developer Tools.

C. Obtaining Permission

A. You must obtain express permission from each Customer before you access their CrmOne Accounts or Customer Data. You agree only to retrieve or access Customer Data to the extent authorized and consented to by the Customer. You will ensure that all Customer Data is collected, processed, transmitted, maintained and used in accordance with: (i) your agreement(s) with the Customer, a legally adequate privacy policy which) covers what information you collect and how it will be used, stored, processed, protected, (ii)appropriate contextual notices to and consents from end users, (iii) all laws and regulations. You must also obtain express permission from each Customer before you share their data with any third parties.

B. Content and Customer Data accessible through the Developer Tools may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner or are otherwise permitted by law. To the extent that you submit any content via the Developer Tools, you give us a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to use that content for the purpose of providing the Developer Tools.

You must properly store Customer Data and have industry security practices for your Solution. In the event your Solution has a security incident, we require you to work with us in notifying Customers.

D. Security

You will always use and have in place, appropriate administrative, physical, and technical safeguards that (a) meet or exceed industry standards with respect to the sensitivity of the data you are accessing or providing; (b) are compliant with applicable laws and regulations (including data security and privacy laws and regulations), and (c) are designed to prevent unauthorized access, use, processing, storage, destruction, loss, alteration, disclosure of personal data and Customer Data. You will keep all Developer Credentials that we issue to you confidential and not make them publicly available or disclose them to third-parties. You will work with us to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruders. If your Solution or systems experience a security deficiency or intrusion, you will coordinate with us on any public statements (e.g. press, blog posts, social media, etc.) before publishing them.

If a Customer stops using your Solution, you must delete their data.

If we terminate your use of the Developer Tools, you must delete all Content and Customer Data retrieved by your Solution.

E. Deletion

If a Customer ends their relationship with you or requests you to delete their data, you must promptly delete all their Content and Customer Data, including all tokens, in accordance with applicable law.

You must immediately delete all Content and Customer Data if we terminate your use of the Developer Tools for breach of our Platform Policy, except when doing so would cause you to violate any law, your agreements with a Customer, or an obligation imposed by a governmental authority.

You will assist us in monitoring your use of the Developer Tools and your compliance with our Platform Policy.

F. Monitoring

You agree that we may monitor your use of the Developer Tools to ensure quality, security, improve our products and services, and verify your compliance with the Platform Policy and these Terms. You agree to assist us with this monitoring by providing us with information about your Solution, data security and protection practices, and storage of Content, which may also include access to your Solution and other materials related to your use of the Developer Tools. If you do not demonstrate full compliance with these Terms, we may restrict or terminate your access to the Developer Tools or Developer Account with or without notice to you.

5. Rights

We reserve the right to make modifications to the Developer Tools and how you use them.

We reserve the right to do any of the following with or without notice:

A. Charge fees for access to any of the Developer Tools.

B.Offer or cease to offer support for the Developer Tools.

C. Modify the Developer Tools and require you to use the latest versions.

D.Require you to use the Developer Tools in a different manner.

E. Remove any of the Developer Tools at our sole discretion.

If we determine that your use of the Developer Tools or Developer Credentials is against the interests of us or our Customers, we reserve the right to deactivate any Developer Credentials you have obtained from them, block your IP address, or otherwise prevent your use or access of the Developer Tools.

6. Branding, Publicity, and Feedback

We need the ability to use your logos and content from your Solution and/or Integration in order to promote or market to our mutual Customers. All benefits in your intellectual property belong to you.

We allow you to use our marks (e.g. CrmOne or our sprocket logo) in order to promote your Solution. Please see our brand guidelines on how to properly use our marks.

You grant use the right to use any feedback you give us regarding the Developer Tools

a. Branding.

You grant to us all necessary rights to produce and distribute incidental depictions, including screenshots, video, or other content from your Solution as well as to use your company or product names and logos, in order to promote, market, and demonstrate your Solution and associated CrmOne products. We shall not acquire any interest, right, or title in any of your trademarks, copyrights, or content, and all associated goodwill shall reside with you

During the term of these Terms, you may use our trademarks as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademarks that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with your Solution; and (iii) immediately comply if we request that you stop using our marks. You must not: (i) use our trademarks in a misleading or disparaging way; (ii) use our trademarks in a way that implies we endorse, sponsor, or approve of your services or products (unless authorized by CrmOne in writing or in another agreement); or (iii) use our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. Please make sure to see our branding guidelines.

b. Feedback

We welcome and encourage everyone to provide feedback or suggestions for improving our Developer Resources and Tools. You agree that all your feedback and suggestions will be non-confidential and you grant us a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable license to use, copy, modify, sublicense, and otherwise exploit any feedback (including any ideas, concepts, methods, know-how or techniques embodied in feedback) for any purpose, without any restriction or obligation to you based on intellectual property rights or otherwise.

7. Term and Termination

As long as you use the Developer Tools or have a Developer Account, these terms will continue to apply. We can terminate your use of the Developer Tools at any time.

These Terms will apply for as long as you use the Developer Tools, have a Developer Account, or until terminated as described by these terms. You may terminate these Terms at any time by discontinuing use of the Developer Tools and closing your Developer Account.

Upon any termination of these Terms or discontinuation of your access to the Developer Tools and Developer Account, you will immediately stop using the Developer Tools and Developer Account, cease all use of our trademarks, and delete any cached or stored Content. We may independently communicate with any customer whose account(s) are associated with your Solution and Developer Credentials to provide notice of the termination or suspension of your right to use the Developer Terms and/or the Developer Account.

8. Disclaimers and Limitation of Liability

The Developer Tools are provided As-Is and we disclaim all warranties and representations for the Developer Tools.

We disclaim all indirect damages that may result from your use of the Developer Tools

We both agree that any damages that result from the Developer Tools will be limited to $50.

You will not resell the Developer Tools.

a. Warranties.

WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE DEVELOPER TOOLS OR THE CONTENT FOR ANY PURPOSE. THE DEVELOPER TOOLS MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE DEVELOPER TOOLS AND CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE DEVELOPER TOOLS AND CONTENT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

b. No Indirect Damages.

TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c. Limitation of Liability.

IF, NOTWITHSTANDING THE OTHER TERMS OF THESE TERMS, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE GREATER OF ANY AMOUNT YOU PAID US TO USE THE APPLICABLE DEVELOPER TOOLS DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR $50 USD (FIFTY DOLLARS).

d. No Resale.

These Terms do not grant you the right to distribute or resell CrmOne Products or Services, nor do they create any binding commitment on behalf of us. In addition, you may not directly or indirectly charge end users for use of, or access to, the functionality of the CrmOne Products or CrmOne Developer Tools. You are free to charge for your Solution, and these Terms shall not restrict your ability to do so.

9. General

This Section provides important details regarding these Terms. Please review them thoroughly

a.Amendment; No Waiver.

We may update and change any part or all of these Terms at any time. If we update or change these Terms, the updated Terms will be posted. The updated Terms will become effective and binding when posted. When we change these Terms, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review these Terms periodically. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

b.Applicable Law.

These Terms shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with these Terms or any other dispute between the parties, the exclusive venue, and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.

c. Force Majeure.

Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other events outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

d.Relationship of the Parties.

You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

e. Compliance with Laws.

We will comply with all applicable U.S. state, federal laws, and international laws in our provision of the Developer Tools. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all applicable laws in your use of the Developer Tools and Content, including any applicable export laws. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Developer Tools or Content to prohibited countries or individuals or permit use of the Developer Tools or Content by prohibited countries or individuals.

f. Severability.

If any part of these Terms is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.

g. Notices.

Notice shall be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To you: your address as provided in our account information for you. CrmOne may give electronic notices specific to you by email to your e-mail addresses on record in our account information for you.

h. Entire Agreement.

These Terms are the entire agreement between us and you regarding the use of the Developer Tools and supersede all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Developer Tools or dependent on any oral or written public comments made by us regarding future functionality or features of the Developer Tools.

i. Assignment.

You may not assign or transfer these Terms, including any assignment or transfer by reason of merger, reorganization, the sale of all or substantially all of your assets, change of control or by operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign these Terms to any affiliate or in the event of a merger, reorganization, sale of all or substantially all of our assets, change of control or by operation of law.

j. No Third Party Beneficiaries.

Nothing in these Terms express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of these Terms.

k. Survival

The following sections shall survive the expiration or termination of these Terms. ‘Security’; ‘Deletion’; ‘Rights We Reserve’; ‘Branding, Publicity, and Feedback’; ‘Term; Termination’; ‘Disclaimers; Limitations of Liability’; ‘Indemnification’; and ‘General’.

l. Injunctive Relief.

You acknowledge that the unauthorized use or disclosure of the Content or any Developer Credentials may cause irreparable harm to us or our customers. Accordingly, you agree that we will have the right to obtain an immediate injunction against any breach or threatened breach of these Terms, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.

Content Moderation CrmOne

Our Acceptable Use Policy (AUP) prohibits use of the CrmOne Service with content or in a manner that promotes, encourages, or facilitates: illegal activity, hate speech, violence, or discrimination based on race, color, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information and citizenship. In April 2020, we updated our AUP to add sexual orientation, marital status, gender or identity expression and parental status and any/or other characteristics protected by law; we clarified that organizations or individuals who promote, encourage, or facilitate hate speech, violence, or discrimination, either through their own content or through distribution of user generated content, are prohibited from using the CrmOne Service, regardless of whether the CrmOne Service is used specifically for the prohibited activities.

We rely on our content moderation program to help us identify, review, and take action when CrmOne users violate these restrictions in our AUP. As part of this program, we’ve developed an internal content policy and guidelines to help us ensure we’re enforcing our AUP equitably and uniformly across our entire customer base. We’ve also formed a multi-member Content Review Committee (CRC) composed of diverse leaders from different parts and locations of CrmOne, which is responsible for reviewing reports about CrmOne users who engage in these activities, and determining what actions to take.

The CrmOne content moderation program is intended to help us make decisions about certain users of our platform and the content we will allow (and not allow). It also helps us live up to our core values and principles as a company. It does not supplant the AUP or address other violations of the AUP – for example, we will still take action against illegal content, spammers, those abusing our platform, pornography, etc. under separate processes and guidelines.

Complaints regarding CrmOne users may be provided by our employees, our customers or partners, or by anyone from the public. You may report content violations to us by sending an email to connect@crmone.com.

Developer Terms & Conditions

Thank you for choosing to develop on the CrmOne platform. Our goal is to provide an ecosystem where Customers and developers can easily build, deploy, and grow their business through a wide range of tools, integration’s, websites, plugins, modules, etc that connect to their CrmOne Accounts. Developers are required to comply with this CrmOne Developer Policy (this “Policy”), our Developer Terms and our Acceptable Use Policy (“AUP”). All capitalized terms used in this Policy are the same as those in the Developer Terms.

We’re focused on providing a secure, high-quality, and data protection and privacy-focused environment for Customers), and this policy outlines our expectations for all of our developers. This policy may not cover every type of Application or Integration, and there may be instances where your Application and/or Integration is not addressed by this Policy. We reserve the right to take any action or steps necessary we deem necessary if your Application and/or Integration violates the terms or spirit of this policy, or we feel that such action is necessary to preserve the integrity of our Developer ecosystem or to protect Customers.

Violations of this Developer Policy may result in your Application and/or Integration (as defined in the Developer Terms) being blocked from connecting to the CrmOne Platform. We reserve the right to make changes to this Policy with or without notification to you.

If you have questions about this Policy or our Developer ecosystem please contact CrmOne Support.

A. Data Protection

We take Data Protection very seriously at CrmOne and expect a high standard from our Developers. We expect that you will comply with all applicable laws and regulations. As such we have the following guidelines for data protection and privacy standards:

• You will not create Applications and/or Integration s which violate the applicable data protection laws and regulations.
• You will not create Applications and/or Integration’s which enable Customers to circumvent or violate the CrmOne Terms of Service, Developer Terms, Customer Data Processing Agreement (DPA), and/or AUP.
• You will not create Applications and/or Integration’s which enable Customers to circumvent or violate the terms or policies of other platforms, applications, integration’s, or any entity that has a relationship with the Customer.
• You will not sell, rent, exploit, or distribute CrmOne Customer Data without express consent from the Customer.
• Your Application and/or Integration should clearly explain your data privacy practices, and be prepared to tell Users how you plan to use the data that is being shared. This detail should be included in an easily accessible privacy policy which explains to Customers how their data will be collected, used, and processed and what control Users have over their data.
• Your Application and/or Integration should not collect, store, and/or use personal data (meaning any information relating to an identified or identifiable natural person) without the consent of the data subject or a lawful basis to collect, store, or use such information.
• If your Application and/or Integration stores the personal data for a Customer and the Customer requests for their data or Content to be erased, you must erase their data and/or Content.
• If your Application and/or Integration stores the personal data for a Customer and the Customer modifies their data, you must either erase or update the data.
• Your use and transfer to any other app of information received from Google API s will adhere to the Google API Services User Data Policy, including the Limited Use requirements.
• In the event CrmOne Customer Data or the CrmOne Platform is breached, compromised, or exploited by your Application and/or Integration, or by your organization, you must contact all affected Customers and CrmOne immediately.

B. Security.

In addition to Data Protection, we take security very seriously. We expect the following of our ecosystem developers:

• You will enforce a form of authentication for your Application and/or Integration, and will audit logins to secure your Application and/or Integration with the CrmOne Platform.
• You will securely handle any Customer credentials using industry-standard protocols.
• You will not make any misleading and/or deceptive statements about your Application functionality, performance, origin, or data use.
• You will not transmit any viruses or other code that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or CrmOne Customer Data.
• You will not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in our API’s.
• You will only ask Customers for permissions that your Application needs, and will not ask for permissions beyond the scope of what is required for the operation of your Application.

Using Customer Data.

• You will not collect, store, and/or use CrmOne Customer Data without obtaining proper consent of the Customer, as determined by applicable law.
• You will not ask Customers to provide sensitive, private, and confidential personal information, such as credit card numbers or passwords, or information that violates the CrmOne Terms of Service or AUP.
• Unless such information is necessary as part of your Application and/or Integration’s legitimate function and purpose, and You will not enable Customer to store or process such information through the CrmOne Platform.
• You will not create Applications and/or Integration’s that encourage or allow Customers to circumvent or interfere with their own data privacy and security policies in a negative way.
• You will not request, use scopes, or permissions not required for your Application and/or Integration’s functionality.

D. Compliance with Laws

We expect Developers to comply with applicable laws and regulations (in addition to data/privacy protection laws). As such we prohibit you or your Application and/or Integration from:

• Spamming, harassing, stalking, intimidating, or threatening Customers or other Developers.
• Allowing impersonation of Users or otherwise allowing for false representations within your Application and/or Integration.
• Facilitating violations of the law.
• Infringing on anyone else intellectual property rights (including CrmOne’s).
• Representing that your Application is authorized by or produced by another company or organization.
• Allowing or facilitating financial transactions conducted in an insecure and unapproved manner.

E. Design.

We want our Developers to create applications that are well designed and easy to use.

• Your Application should not violate the CrmOne brand guidelines.
• Your Application should not violate any third party’s trademark, copyright, or patent.
• The design of your application should comply with all applicable laws and regulations.
• We reserve the right to require you to make changes to the look and feel of your Application. We will do our best to provide you with a written notice with an explanation of changes required to the design of your application.
• We encourage you to develop Applications and/or Integration’s which enable Customers to comply with applicable data protection and privacy laws.

F. User Experience.

We expect all Applications and/or Integration’s to provide a good user experience, so we require the following:

• Your Application and/or Integration should not degrade or compromise the performance or user experience of the CrmOne Services.
• Your Application and/or Integration should not use vulgar or obscene language or images. Likewise, your Application or Integration should not contain or offer content that is violent, pornographic, extreme, or that a reasonable person would consider inappropriate.You should provide appropriate customer assistance.
• Every Application and/or Integration must include a link to technical instructions and customer support information, including a contact for customer support.
• You must keep your Application and/or Integration updated and provide timely and accurate support to Customers.Your Application and/or Integration must operate and function in accordance with the documentation you make available to Customer.

If requested, you must provide us with proof of compliance with this policy.

Violations of this policy may result in removal from our marketplace, token revocation, developer suspension, having your Application and/or Integration blocked, Customer notification, legal action or any other action deemed necessary solely by CrmOne.

If you violate this policy we may or may not provide notice before taking action. Please note that we may periodically audit Applications and Integrations. If you fail an audit before notifying us of any issues, penalties will be more severe.

CrmOne Terms & Conditions

CrmOne Marketplace Terms of Use

Welcome to the CrmOne Marketplace Terms of Use! These CrmOne Marketplace Terms of Use (“TOU”) cover your use of: (1) the CrmOne Solutions Directory, (2) the CrmOne App Marketplace, and (3) Template Marketplace (collectively “CrmOne Marketplace”). If you use any of these, whether you’re an App Partner, a Solutions Partner Program participant, Template Provider, user, client or customer of the Service Offering(s), then these TOU apply to you. If you are a Service Provider (as defined below), you may have to comply with other requirements or Agreements as we make them available to you and as required by the rules of the CrmOne program you participate in.

We hope that these will help ensure that the products, services, and information you might gain through your use of the CrmOne Marketplace will be beneficial to you and your business. These terms are so important that we cannot permit you to use the CrmOne Marketplace unless you agree to them. By using the CrmOne Marketplace you are agreeing to these terms.

Every Service Provider and user is required to comply with these TOU and is responsible for any violations. You are not allowed to assist or engage others in a way that would violate these TOU. We will enforce and ensure compliance with this TOU by using methods we consider to be appropriate and/or described in this TOU. We reserve the right to modify these TOU at any time without notice to you. Your use of the CrmOne Marketplace following any such modification constitutes your agreement to follow and be bound by these TOU as modified. You agree to review these TOU on a regular basis and always remain in compliance.

1. Definitions

“App Partner” means a Service Provider participating in our App Partner program.

“Agreement” or “TOU” means these CrmOne Marketplace Terms of Use and all materials referred to or linked to herein.

“Customer” or “Client” means the individual or entity that has purchased and uses the Service Offering(s).

“CrmOne”, “we”, “us” or “our” means CrmOne, Inc. and our affiliates.

“CrmOne Marketplace ” or “Marketplace” means the online directory that lists Service Providers that may offer products, services, integrations, templates, themes, applications, modules, or digital assets that may interoperate with or be used in connection with the CrmOne products. The CrmOne Marketplace includes (1) the Solutions Directory; (2) the App Marketplace; (3) Template Marketplace; or (4) any other directories or marketplaces we make available to you.

“Marketplace Reviews Policy” means the policies applicable to reviews submitted to the CrmOne Marketplace which we have published, or another website we designate.

“Service Offerings” means those products, services, integrations, templates, themes, applications, modules, or digital assets that are listed on or offered by Service Providers on the CrmOne Marketplace.

“Service Providers” are partners, service providers and other individuals or entities that list or provide the Service Offerings on the CrmOne Marketplace. Service Providers include, but not limited to CrmOne Solutions Partners and Providers, App Partners, and Template Providers.

“Service Provider Content” means all content, including without limitation, language, data, information, and images, provided through or disclosed by use of the CrmOne Marketplace, whether by us, our customers, or other users of the CrmOne Marketplace. Service Provider Content does not include Your Content.

“Solutions Partner” or “Solutions Provider” means a Service Provider participating in our Solutions Partner Program.

“Template Provider” means a Service Provider who uses the Marketplace to provide templates, themes, modules, or other content for use with the CrmOne products. Template Providers must comply with the Template Provider Agreement and Template Provider Policy.

“Third-Party Products” means products and professional services that are provided by third parties which may interoperate with or be used in connection with the CrmOne products.

“Third-Party Sites” means third-party websites linked from within or accessed through the CrmOne Marketplace.

“You”, “you”, or “your” means the person or entity using the CrmOne Marketplace, whether you are a partner, Service Provider, Client, customer, or user.

“Your Content” means all content, including without limitation, language, data, information, and images, provided through or disclosed by use of the CrmOne Marketplace, by you.

2. Access to the CrmOne Marketplace

We will provide you access to use the CrmOne Marketplace according to the terms of these TOU. Certain parts of the CrmOne Marketplace may only be accessible to you if you are a CrmOne Solution Partner, Template Provider, App Partner, or customer.

We can remove or discontinue all or a portion of the CrmOne Marketplace (including, without limitation, Service Providers or Service Offerings) at any time, without notice, in our sole discretion (for more information on our ability to terminate this TOU, see Section 9 below). We can choose which Service Providers or Service Offerings to promote, and we can also choose how we want to promote them, if at all. Provision of the CrmOne Marketplace does not mean we endorse, support or warrant the Service Provider or Service Offerings, even if the Service Provider or Service Offerings is listed or designated as ‘CrmOne Certified’.

3. Your Conduct and Content

a. Acceptable Use. You may use the CrmOne Marketplace to provide, purchase, or learn information about Service Providers, Service Offerings and to submit reviews for Service Providers and Offerings, solely in compliance with this Agreement and the CrmOne Acceptable Use Policy (“AUP”). Your use of the CrmOne Marketplace is subject to and must conform to the requirements of the AUP, our CrmOne Marketplace Reviews Policy, and the terms of this TOU.

b. Suspension and Notice of Violations. We may immediately suspend your use of the CrmOne Marketplace and/or remove a Service Offering or Service Provider listing, at any time without notice, for actual or suspected violations of the terms contained in this Section 3 (Your Conduct and Content). This right is in addition to any other rights of suspension and removal that we otherwise have under this Agreement or any other applicable agreement you may have with CrmOne.

c. Claims of Intellectual Property Violations. We respect the intellectual property rights of others, and we ask our Service Providers, customers, and users to do the same. We may, in our sole discretion, suspend the access or terminate the accounts or use of the CrmOne Marketplace of Service Providers, customers, or users who violate others’ intellectual property rights. If you believe that your work has been copied or used in a way that violates your intellectual property rights in CrmOne Marketplace please follow the steps and provide the information as detailed in the ‘Claims of Copyright Infringement’, ‘DMCA Notices’ section of the CrmOne Website Terms of Use available at

http://legal.crmone.com/website-terms-of-use.

d. Our Use of Your Content. You grant to us all rights, licenses and permissions necessary to display, reproduce, disseminate, and otherwise use Your Content in connection with the CrmOne Marketplace. We may edit or remove Your Content at any time at our sole discretion.

e. Brand Guidelines. Your use of the CrmOne Marketplace and any use of our marks or intellectual property must comply with our brand guidelines located here.

4. Use by Customers

If you are a Customer, you understand and agree that we are not responsible for your engagement with a Service Provider. If you elect to engage with a Service Provider or procure a Service Offering, the terms and conditions regarding your use or receipt of the Service Offerings are between you and the Service Provider of those Service Offerings. Any questions, concerns or disputes that arise out of your use of a Service Offering should be addressed with the Service Provider, not with us. The Service Offerings may use, transfer, and/or store your data or information outside of the CrmOne Marketplace or CrmOne product, and we are not responsible for any such use, transfer, or storage. Please see the applicable Service Provider’s terms and privacy policy for more information. If you use the CrmOne Marketplace, its content (including without limitation, reviews), a Service Provider listed on the CrmOne Marketplace, or any Service Offerings, you do so at your sole and exclusive risk.

5. Use by Service Providers

As a Service Provider, you must comply with and abide by your other applicable agreements with us, our AUP, and the CrmOne Marketplace Reviews Policy. It is important that you educate your business partners, employees, and any third-party partners you work with about the CrmOne Marketplace Reviews Policy as well. If you are a Service Provider, you must respond to inquiries or issues regarding your Service Offerings within a reasonable period of time. If you are listed as a Service Provider, we also expect that Service Offerings you provide are done so with good quality and in a professional and workmanlike manner, in addition to any other industry standards, laws, or regulations governing the quality and timeliness of your Service Offering. We may remove you as a Service Provider or remove a Service Offering in our sole discretion, at any time, without notice to you. Submitting your information as a Service Provider does not guarantee you will be listed in the CrmOne Marketplace or promoted by us.

6. Reviews

The CrmOne Marketplace may permit you to post reviews about a Service Provider or Service Offering. In an effort to maintain fair, accurate and useful reviews, you are required to abide by the CrmOne Marketplace Reviews Policy, with respect to all reviews submitted. If you submit a review, you agree that we may post all or a portion of the content of your review, along with your name and the date of the review. We reserve the right to edit, remove or decline to post any review, at any time, at our sole discretion. We are not responsible for the content of the reviews, whether or not we reviewed or edited the content. Violations of our CrmOne Marketplace Reviews Policy may result in termination of your ability to use the CrmOne Marketplaces, as well as any additional actions we may deem necessary or within our rights to take.

7. CrmOne’s Proprietary Rights

You are not granted a license to any software or any intellectual property rights by this Agreement. The CrmOne products, services, and Marketplace are protected by intellectual property laws, they belong to and are the property of us or our license (if any), and we retain all ownership rights to them. Our trademarks include, but are not limited to, those listed at http://legal.crmone.com/trademarks (which we may update at any time without notice to you) and you may not use any of these without our prior written permission, or as otherwise granted to you by another agreement with CrmOne. We encourage all customers to comment on the CrmOne Marketplace, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the CrmOne products, without payment or attribution to you.

8. Service Offerings, Third-Party Sites and Products

The Service Offerings, Service Providers, Third-Party Products, and Third-Party Sites are not under our control. Service Offerings, Service Provider listings, Third-Party Sites, and Third-Party Products are provided to you only as a convenience, and the availability of any Service Offerings, Third-Party Sites or Third-Party Products does not mean we endorse, support, or warranty the Service Offering, Third-Party Product or Third-Party Product. Any information provided as part of a Third-Party Product or Service Offering are subject to the control and accuracy of the Service Provider.

9. Term and Termination

a. Term. This Agreement will apply for as long as you use the CrmOne Marketplace.

b. Termination and Suspension. We may terminate this Agreement and/or suspend your access to the CrmOne Marketplace immediately if you: (i) violate any of the terms of this Agreement, (ii) use the CrmOne Marketplace in a way which has or may negatively reflect on or affect us, our prospects, or our customers, (iv) violate our AUP, (v) violate the CrmOne Marketplace Reviews Policy, or (v) if we determine it to be necessary or desirable in our sole discretion. We are not obligated to provide you with any of Your Content used in connection with the CrmOne Marketplace after termination. Termination or expiration of this Agreement shall not automatically cause your subscription or partner agreement to be terminated, if you have one.

10. Your Representations and Warranties

You represent and warrant that: (i) your participation in the CrmOne Marketplace will not conflict with any of your existing agreements or arrangements, (ii) you have sufficient rights to share all Your Content with us for our use and with other users of the CrmOne Marketplace, (iii) that the Service Offerings and Your Content does not violate or constitute the infringement of any intellectual property right, right of privacy, right of publicity or other proprietary right, and (iv) your use of the CrmOne Marketplace shall comply with any requirements set out by Solution, App, or other Partner programs. You further represent and warrant that you have all sufficient rights and permissions to offer and provide the Service Offerings.

11. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, license, and affiliates) to the extent that such Action is based upon or arises out of: (a) your use of the CrmOne Marketplace, (b) your noncompliance with or breach of this Agreement, (c) your use, offer or provision of Service Offerings, Third-Party Sites or Third-Party Products, or (d) your submission of a review. We will: notify you in writing promptly upon becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us, (ii) requires us to make an admission, or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

12. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE CrmOne PRODUCTS OR SERVICES, THE CrmOne MARKETPLACE,THE SERVICE PROVIDER LISTINGS, SERVICE OFFERINGS OR SERVICE PROVIDER CONTENT C FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE CrmOne MARKETPLACE IS PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE CrmOne MARKETPLACE, SERVICE PROVIDER LISTINGS, SERVICE OFFERINGS AND THE SERVICE PROVIDER CONTENT , INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE CrmOne MARKETPLACE AND SERVICE PROVIDER CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO $500 USD (FIVE HUNDRED DOLLARS).

c. Service Offerings, Third Party Sites and Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO SERVICE OFFERINGS, THIRD-PARTY SITES AND THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE CrmOne MARKETPLACE TO YOU.

13. General

a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you do not agree with a modification to this Agreement, you should not use the CrmOne Marketplace.

b. CrmOne Marketplace Reviews Policy. We may change the CrmOne Marketplace Reviews Policy from time to time by updating the applicable website. The CrmOne Marketplace Reviews Policy is incorporated to this Agreement by reference. You agree to review the CrmOne Marketplace Reviews Policy on a regular basis and always remain in compliance.

c. Correction of Errors and Inaccuracies. The content on the CrmOne Marketplace may contain typographical errors or other errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update the Service Provider Content and Your Content at any time without prior notice. However, we do not guarantee that any errors, inaccuracies or omissions will be corrected.

d. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.

e. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

f. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

g. Compliance with Applicable Laws. You shall comply with all applicable foreign and domestic laws (including without limitation export laws and advertising laws), governmental regulations (including without limitation regional price display regulations), ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Service Offerings, Service Provider Content and the CrmOne products and services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Service Provider Content or the CrmOne products and services to prohibited countries or individuals or permit use of the Service Offerings, Service Provider Content or the CrmOne products and services by prohibited countries or individuals.

h. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

i. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt. To you: your address as provided in our account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

j. Entire Agreement. This Agreement is the entire agreement between us for CrmOne Marketplace and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

k. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

l. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the CrmOne products and services, our trademarks, or any other property or right of ours.

m. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

n. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘CrmOne’s Proprietary Rights’, ‘Service Offerings, Third-Party Sites and Products’, ‘Your Representations and Warranties’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, and ‘General’.

14. Services

CrmOne is currently offering services under the category “Free” “Start-Up” “Professional” and “Enterprise Plan”. While you choose to use any of the above-mentioned services you accompany by our “Terms and Condition”, created to assure fair use of our services, with special mention to

No liability: CrmOne can not be held liable for any delay or nonavailability of new add-ons that may be available to other categories. We have a set practice of add-ons release and we do it entirely in compliance with users’ safety and assuring no issue in the present system.

The only way to add a new feature is to upgrade to the next plan.

Not responsible for any fluctuation in services provided by third-party apps. In case of any issues please connect with the respective customer support team.

15. Cookies

We employ the use of cookies. By accessing CrmOne, you agreed to use cookies in agreement with CrmOne’s Privacy Policy.

Most interactive websites use cookies to let us retrieve the user’s details for each visit. Cookies are used by our website to enable the functionality of certain areas to make it easier for people visiting our website. Some of our affiliate/advertising partners may also use cookies.

16. License

Unless otherwise stated, CrmOne and/or its licensors own the intellectual property rights for all features/material on CrmOne. All intellectual property rights are reserved. You may access this from CrmOne for your personal use subject to restrictions set in these terms and conditions.

You and the Users you add to the CrmOne plan will NOT sublease the subscription plan unless it is not permissible in your user agreement.

You, your sales agent, and affiliates will not represent themselves as CrmOne employees.

CrmOne holds the right to cancellation of your User agreement, with or without any prior information.

While adding any new business to the CrmOne environment, you will be responsible for ensuring fair use of CrmOne.

Once you add a business (Here referred to as CLIENT) in CrmOne you agree to provide details of your clients, to be used to safeguard the fair use policy and keep a track of any misuse of CrmOne.

CrmOne user’s terms and conditions can not be altered at any point in time, it remains the same for you and your clients.

Use of conversation features: While using CrmOne’s conversation feature;

Make sure that you comply with the Telephone Consumer Protection Act of 1991 of the United States and the rest of the world – based on different countries’ own “Telephone Consumer Protection Act”.

CrmOne does not originate calls, SMS, or emails you need to integrate and use third-party apps to avail of these services. You or your Clients will not SPAM or create any mental disturbance for anyone.

You and your clients are solely responsible for the content used, communication made, and timing at which these communications are made by either a USER or by using a triggered communication sender.

CrmOne can not be held responsible for any misconduct on either your part or from your client’s side.

17. Use of website builder:

You can use a free template and create your website for free.

Hosting and SSL comes free (Only with the paid plan)

We will not be responsible for any content that you use on your website.

In case of any report by a user, internet browser, NGO, private entities, and Government entities CrmOne will review the “CONCERNED ISSUES” on their merit and will take the needed action.

Subscriber “YOU” and your “CLIENTS ” will not remove CrmOne’s branding from the website footer or wherever available.

You can make and sell unlimited websites under “Enterprise PLAN”.

In the “Free Plan,” you are limited to creating a single website with a maximum of 5 pages.

18. Use of workflow automation:

We do not automate any live workflow requests.

You can schedule a live demo request and our experts will walk you through it all.

Workflow automation works on presets and trigger points as set by you, and CrmOne has no direct or indirect control on any trigger point created by you.

In case of any “Pre-scheduled Maintenance” we will keep you informed about the possible hiccups in the existing system.

19. You must not:

Sell, rent or sub-license material from CrmOne without our consent.

Reproduce, duplicate or copy material from CrmOne without our prior consent

20. Payment

For paid plans, you need to add your “Credit Card” and make the payment for the selected plan.

The payment charged is applicable for everything in your plan other than the integrations made and is charged in advance.

In case the Credit card declined the payment due to an “Overdraft” or “No Available Balance” issue, we will hold your account access, till we receive payment.

In case of any third-party integration, subscribers (YOU) commit to making the payment directly to the vendor and CrmOne holds no responsibility to make any payment of the balance amount.

Taxes will be paid on actuals and should be collected by you from your clients.

21. Advertising & Re-sale Terms

• You, your sales agents, or your clients will not advertise or promote any service bundle under $59 a month.
• No coupon, promotional discount or Black Friday sales should decrease the overall price of CrmOne under $59.
• You, your agent, and your clients in no situation will create direct pricing competition to CrmOne.
• No misleading ads are to be run on the internet.
• CrmOne sales team will not assist you in closing any sales
• You will be liable for any dispute arising from your client’s side.
• CrmOne will not be handling your client’s queries, although you can choose to use our customer support team and we will help you with that.

22. This Agreement shall begin on the date hereof.

Parts of this website offer an opportunity for users to post and exchange opinions and information in certain areas of the website. CrmOne does not filter, edit, publish or review Comments before their presence on the website. Comments do not reflect the views and opinions of CrmOne, its agents, and/or affiliates. Comments reflect the views and opinions of the person who posts their views and opinions. To the extent permitted by applicable laws, CrmOne shall not be liable for the Comments or any liability, damages, or expenses caused and/or suffered as a result of any use of and/or posting of and/or appearance of the Comments on this website.

CrmOne reserves the right to monitor all Comments and to remove any Comments which can be considered inappropriate, offensive, or causes a breach of these Terms and Conditions.

23. You warrant and represent that:

You are entitled to post the Comments on our website and have all necessary license s and consents to do so;

• The Comments do not invade any intellectual property right, including without limitation copyright, patent, or trademark of any third party;
• The Comments do not contain any defamatory, libellous, offensive, indecent, or otherwise unlawful material which is an invasion of privacy
• The Comments will not be used to solicit or promote business or custom or present commercial activities or unlawful activity.

You hereby grant CrmOne a non-exclusive license to use, reproduce, edit and authorize others to use, reproduce and edit any of your Comments in any forms, formats, or media.

24. Hyperlinking to our Content

The following organizations may link to our Website without prior written approval:

• Government agencies;
• Search engines;
• News organizations;
• Online directory distributors may link to our Website in the same manner as they hyperlink to the Websites of other listed businesses; and
• Systemwide Accredited Businesses except soliciting non-profit organizations, charity shopping malls, and charity fundraising groups that may not hyperlink to our Website.

These organizations may link to our home page, to publications, or other Website information so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products and services; and (c) fits within the context of the linking party’s site.

We may consider and approve other link requests from the following types of organizations:

• commonly-known consumer and/or business information sources; dot.com community sites;
• Associations or other groups representing charities;
• online directory distributors;
• internet portals;
• accounting, law, and consulting firms; and
• educational institutions and trade associations.

We will approve link requests from these organizations if we decide that: (a) the link would not make us look unfavourably to ourselves or our accredited businesses; (b) the organization does not have any negative records with us; (c) the benefit to us from the visibility of the hyperlink compensates the absence of CrmOne, and (d) the link is in the context of general resource information.

These organizations may link to our home page so long as the link: (a) is not in any way deceptive; (b) does not falsely imply sponsorship, endorsement, or approval of the linking party and its products or services; and (c) fits within the context of the linking party’s site.

If you are one of the organizations listed in paragraph 2 above and are interested in linking to our website, you must inform us by sending an e-mail to CrmOne. Please include your name, your organization name, and contact information as well as the URL of your site, a list of any URLs from which you intend to link to our Website, and a list of the URLs on our site to which you would like to link. Wait 2-3 weeks for a response.

Approved organizations may hyperlink to our Website as follows:

• By use of our corporate name; or
• By use of the uniform resource locator being linked to; or
• By use of any other description of our Website being linked to that makes sense within the context and format of content on the linking party’s site.

No use of CrmOne’s logo or other artwork will be allowed for linking absent a trademark license agreement.

25. iFrames

Without prior approval and written permission, you may not create frames around our Web Pages that alter the visual presentation or appearance of our Website.

26. Content Liability

We shall not be held responsible for any content that appears on your Website. You agree to protect and defend us against all claims that are rising on your Website. No link(s) should appear on any Website that may be interpreted as libelous, obscene, or criminal, or which infringes, otherwise violates, or advocates the infringement or other violation of, any third party rights.

27. Reservation of Rights

We reserve the right to request that you remove all links or any particular link to our Website. You approve to immediately remove all links to our Website upon request. We also reserve the right to amend these terms and conditions and its linking policy at any time. By continuously linking to our Website, you agree to be bound to and follow these linking terms and conditions.

28. Removal of links from our website

If you find any link on our Website that is offensive for any reason, you are free to contact and inform us at any moment. We will consider requests to remove links but we are not obligated to or so or to respond to you directly.

We do not ensure that the information on this website is correct, we do not warrant its completeness or accuracy; nor do we promise to ensure that the website remains available or that the material on the website is kept up to date.

29. Disclaimer

To the maximum extent permitted by applicable law, we exclude all representations, warranties, and conditions relating to our website and the use of this website. Nothing in this disclaimer will:

• limit or exclude our or your liability for death or personal injury;
• limit or exclude our or your liability for fraud or fraudulent misrepresentation;
• limit any of our or your liabilities in any way that is not permitted under applicable law; or
• exclude any of our or your liabiliaties that may not be excluded under applicable law.

The limitations and prohibitions of liability set in this Section and elsewhere in this disclaimer: (a) are subject to the preceding paragraph; and (b) govern all liabilities arising under the disclaimer, including liabilities arising in contract, and for breach of statutory duty.

As long as the website and the information and services on the website are provided free of charge, we will not be liable for any loss or damage of any nature.

Community Terms & Conditions

Welcome to the CrmOne Community! The community is made up of CrmOne users, partners and employees and serves as a go-to destination for CrmOne product know-how, peer-to-peer support and thought leadership on best practices. We also ideate with customers directly on how to improve and extend the CrmOne products. We’d love to see users learn from each other and build their influence and profile on the CrmOne Community.

These CrmOne Community Terms of Use (“Community TOU”) are the terms that apply to your use of the CrmOne Community. We hope that these will help ensure the community is valuable to you and serves as a platform where we can all become better together. The Community TOU also protects the interests of all of our members, as well as our goodwill and reputation. These terms are so important that we cannot permit you to use the CrmOne Community unless you agree to them. By using the CrmOne Community, you are agreeing to these terms.

Every community user of ours agrees to abide by these Community TOU and is responsible for any violations. You are not allowed to assist or engage others in a way that would violate these Community TOU. We will enforce and ensure compliance with this Community TOU by using methods we consider to be appropriate.

We reserve the right to modify these Community TOU at any time without giving you prior notice. You can find the most recent version here. Your use of the community following any such modification constitutes your agreement to follow and be bound by these Community TOU as modified. You agree to review the Community TOU on a regular basis and always remain in compliance.

1. Definitions

“Agreement” or “Community TOU” means these CrmOne Community Terms of Use and all materials referred or linked to in here.

“Community Content” means all content, including without limitation, language, data, information, and images, provided through or disclosed by use of the CrmOne Community, whether by us, our customers, or other users of the CrmOne Community. Community Content does not include Your Content.

“Community Guidelines” means the policies applicable to users of the CrmOne Community which we have published at www.crmone.com, or another website we designate.

“CrmOne Community” means the online community accessible at community www.crmone.com.

“Sensitive Information” means credit or debit card numbers; personal financial account information; Social Security numbers; passport numbers; driver’s license numbers or similar identifiers; employment, financial or health information, including any information subject to regulations, laws or industry standards designed to protect data privacy and security, such as the Health Insurance Portability and Accountability Act and the Payment Card Industry Data Security Standards.

“Third-Party Products” means products and professional services that are provided by third parties which may interoperate with or be used in connection with the CrmOne products.

“Third-Party Sites” means third-party websites linked from within, accessed through the CrmOne Community, or domains that host CrmOne Community.

“CrmOne”, “we”, “us” or “our” means CrmOne, Inc. and our affiliates.

“You” or “your” means the person or entity using the CrmOne Community.

“Your Content” means all content, including without limitation, language, data, information, and images, provided through or disclosed by use of the CrmOne Community, by you.

2. Access to the CrmOne Community

We will provide you access to use the CrmOne Community according to the terms of this Agreement. We may use third party service providers to provide some or all elements of the CrmOne Community. In order to access and use the CrmOne Community, you may be required to establish a username with a third party service provider, and you grant us the right to share the information necessary to enable your use of the CrmOne Community with our third party service providers.

You may not use a username that: (i) belongs to someone else, (ii) impersonates another person, (iii) is misleading, (iv) violates any intellectual property or other proprietary rights, (v) is vulgar or offensive, (vi) uses ‘CrmOne’ as all or part of it, unless we provide express permission to do so, or (vii) we reject, which we may choose to do in our discretion. All information you provide in your profile must be accurate. If you believe your access to or use of the CrmOne Community has been breached, compromised, or unauthorized, notify us immediately at connect@crmone.com.

3. Your Conduct and Content

a. Usage Guidelines. You must review and follow the Community Guidelines. We may change the Community Guidelines from time to time by updating the applicable website. Your use of the CrmOne Community is subject to the Community Guidelines, which are incorporated to this Agreement by reference.

b. Acceptable Use. You will use the CrmOne Community for its intended purpose only, and will not use it for solicitation or advertising purposes, unless we otherwise agree. Your Content should typically relate to inbound best practices, the CrmOne products or their use.

The CrmOne Community is meant for public discussion, so you may not disclose or solicit anyone’s private information or disclose confidential information. You are responsible for the use by third parties of any personal information disclosed by you to the CrmOne Community, whether or not you permitted such use. This means that no private or personal information should be exchanged within the CrmOne Community. Upon our consent, certain users may be permitted to include a link as part of their signature information, which another user may click to leave the CrmOne Community and obtain or share additional information. If you share your information by following one of these links, then you grant us the right to further share your information with trusted partners so that they may contact you about inbound marketing or sales service offerings.

You are not permitted to sell, rent, lease, assign, sub-license, distribute, transmit, broadcast, commercially exploit, grant a security interest in, or otherwise transfer any right in the CrmOne Community or Community Content. In addition, and without limiting the other requirements in this Community TOU, you may not (directly or indirectly) use the CrmOne Community with content, or in a manner that:

• is in violation of this Agreement;
• is confidential, proprietary or discloses Sensitive Information;
• discloses or solicits the private information of any person;
• is threatening, abusive, harassing, stalking, or defamatory;
• is deceptive, false, misleading or fraudulent;
• is invasive of another privacy or otherwise violates another legal rights (such as rights of privacy and publicity);
• contains vulgar, obscene, indecent or unlawful material;
• infringes a third party’s intellectual property right(s);
• publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
• uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer;
• downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
• falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
• restricts or inhibits any other user of the CrmOne Community from using and enjoying our website and/or the CrmOne product;
• harvests or otherwise collects information about others, including e-mail addresses, without their consent;
• damages, disables, overburdens, or impairs any CrmOne website or interferes with any other party’s use and enjoyment of the CrmOne Community;
• mirrors or frames the CrmOne Community website, or any part of it, on any other website or web page;
• attempts to gain unauthorized access to the CrmOne Community, or access the CrmOne Community by any means other than through the interface that we provide to you;
• violates the usage standards or rules of an entity affected by your use, including without limitation, any ISP, ESP, or news or user group (and including, by way of example, and not limitation, circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);
• violates the terms of CrmOne’s Acceptable Use Policy is legally actionable between private parties; and/or
• is in violation of any applicable law or regulation.
• c. Suspension and Notice of Violations. We may immediately suspend use of the CrmOne Community, without notice, for actual or suspected violations of the terms contained in this Section 3 (Your Conduct and Content). If you know of usage that is in violation of this Agreement, please let us know by contacting us at connect@crmone.com, and following the process for claims of copyright infringement described below.
• d. Claims of Copyright Infringement. We respect the intellectual property rights of others, and we ask our users to do the same. We may, in its sole discretion, suspend the access or terminate the accounts of users who violate others’ intellectual property rights. If you believe that your work has been copied in a way that constitutes infringement on our website, please follow the steps and provide the information as detailed in the ‘Claims of Copyright Infringement’, ‘DMCA Notices’ section of the CrmOne Website Terms of Use.
• e. Our Use of Your Content. You grant to us all rights, licenses and permissions necessary to display, reproduce, disseminate, and otherwise use Your Content in connection with the CrmOne Community. We may edit or remove Your Content, or block or disable replies on a topic, at any time in our sole discretion. You also grant us the rights to re-use Your Content to market and promote CrmOne, such as on our website, in public or private presentations, press releases and interviews, or in connection with our sales and marketing and other publicity efforts. We will endeavor to work with you before re-using Your Content.

4. CrmOne’s Proprietary Rights

You are not granted a license to any software by this Agreement. The CrmOne products are protected by intellectual property laws, they belong to and are the property of us or our license (if any), and we retain all ownership rights to them. Our trademarks include, but are not limited to, those listed (which we may update at any time without notice to you) and you may not use any of these without our prior written permission.

We encourage all customers to comment on the CrmOne products, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the CrmOne products, without payment or attribution to you.

We retain all ownership rights in CrmOne trademarks. During the term of this Agreement, you may use our trademarks as long as you follow the usage requirements in this section and the incorporated guidelines. You must: (i) only use the images of our trademarks that we make available to you for use as part of your participation in the Community (e.g., customer advocacy badges), without altering them in any way; (ii) only use our trademarks in connection with this Agreement and our general Trademark Usage Guidelines found here: and (iii) immediately comply if we request that you discontinue use.

You must not use any of our trademarks: (a) in a misleading or disparaging way; (b) outside the scope of this Agreement; (c) in a way that implies we endorse, sponsor or approve of your services or products; or (d) in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

5. Third-Party Sites and Products

Third-Party Products and Third-Party Sites are not under our control. Third-Party Sites and Products are provided to you only as a convenience, and the availability of any Third-Party Site or Product does not mean we endorse, support or warranty the Third-Party Site or Product.

6. Privacy

Your use of the CrmOne Community is subject to CrmOne’s Privacy Policy

7. Customer Advocacy Terms

If you are a current CrmOne customer in good standing, you may elect to participate in customer advocacy features that are made available from time to time through CrmOne Community. These features may allow you to earn advocacy points (“Points”) for participating in various marketing and promotional activities, as described in the Customer Advocacy Guidelines that may be in effect from time to time, which we will publish at or other website we may designate. There is no cost or minimum participation threshold to participate. Points are valid for one year following the year in which they were earned. Points have no monetary value, do not constitute property of the participant, and are not transferable. Any gift cards or merchandise redemption’s may be considered taxable income and are the personal responsibility of the gift card redeemer to report. Participants must adhere to their own corporate policies pertaining to taxation, personal income, and payola around merchandise and gift card redemption’s.

If you elect to participate in customer advocacy activities, such as a case study or acting as a customer reference, you agree that CrmOne may use your name, title, company name, company logo, quote from you, and other information or materials provided by you in connection with those activities, and you agree to sign any further release form(s) that may be requested by CrmOne to document such permission. If you elect to share CrmOne news or information, including links, through your own social media accounts, you agree to always use hashtag #CrmOneAdvocate to identify your relationship with CrmOne in such posts.

Participation in customer advocacy activities and benefits is at CrmOne’s sole discretion, and CrmOne may, in its sole discretion, terminate any participant’s access to customer advocacy features or suspend their eligibility to participate in customer advocacy activities or benefits, without notice, for any conduct that CrmOne, in its sole discretion, believes is in violation of any applicable law, is inconsistent with these terms or their purpose, or is otherwise harmful to the interests of CrmOne or the Community. Upon termination, all accumulated and remaining Points shall become void and irredeemable. CrmOne may change these Customer Advocacy Terms, Customer Advocacy Guidelines, rules, regulations, awards and offers (collectively, the “Customer Advocacy Terms”) at any time with or without notice, and may change or remove customer advocacy features at any time without prior notice. Participants expressly waive any rights or claims of liability against CrmOne and/or any of its employees or agents for any awards or other benefits provided under the Customer Advocacy Terms.

8. Term and Termination

a. Term. This Agreement will apply for as long as you use or maintain a username for the CrmOne Community.

b. Termination and Suspension. We may terminate this Agreement and/or suspend your access to the CrmOne Community immediately if you: (i) violate any of the terms of this Agreement, (ii) use the CrmOne Community in a way which has or may negatively reflect on or affect us, our prospects, or our customers, or (iii) if we determine it to be necessary or desirable in our sole discretion. We are not obligated to provide you with any of Your Content used in connection with the CrmOne Community after termination. Termination or expiration of this Agreement shall not cause your subscription agreement to be terminated, if you have one.

9. Your Representations and Warranties

You represent and warrant that: (i) your participation in the CrmOne Community will not conflict with any of your existing agreements or arrangements, (ii) you have sufficient rights to share all Your Content with us for our use and with other users of the CrmOne Community, and that you are not violating any confidentiality obligations by submitting Your Content to the CrmOne Community, and (iii) that Your Content does not violate or constitute the infringement of any intellectual property right, right of privacy, right of publicity or other proprietary right.

10. Indemnification

You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, license, and affiliates) by a third party to the extent that such Action is based upon or arises out of (a) your use of the CrmOne Community, (b) your disclosure or solicitation of personal information, (c) any use of personal information that you disclosed, whether this use is by you or a third party, (d) your noncompliance with or breach of this Agreement, or (e) your use of Third-Party Products or Third-Party Sites. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.

11. Disclaimers; Limitations of Liability

a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE CrmOne PRODUCTS OR SERVICES, THE CrmOne COMMUNITY, OR THE COMMUNITY CONTENT FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (API’s) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE CrmOne COMMUNITY IS PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE CrmOne COMMUNITY AND THE COMMUNITY CONTENT, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE CrmOne COMMUNITY AND COMMUNITY CONTENT MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS.

b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c. Limitation of Liability. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO FIVE HUNDRED DOLLARS.

d. Third Party Products and Sites. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS AND THIRD-PARTY SITES THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT.

YOU UNDERSTAND AND AGREE THAT ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, WE WOULD NOT PROVIDE THE CrmOne COMMUNITY TO YOU.

12. General

a. Amendment; No Waiver. We may update and change any part or all of this Agreement. If we update or change this Agreement, the updated Agreement will be posted. The updated Agreement will become effective and binding on the next business day after it is posted. When we change this Agreement, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this Agreement periodically. If you do not agree with a modification to this Agreement, you should not use the CrmOne Community.

b. Applicable Law. This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.

c. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

d. Relationship of the Parties. Both you and we agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this Agreement.

e. Compliance with Applicable Laws. You shall comply with all applicable foreign and domestic laws (including without limitation, export laws), governmental regulations, ordinances, and judicial administrative orders. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the Community Content and the CrmOne products and services. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Community Content or the CrmOne products and services to prohibited countries or individuals or permit use of the Community Content or the CrmOne products and services by prohibited countries or individuals.

f. Correction of Errors and Inaccuracies. The Community Content may contain typographical errors or other errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies or omissions and to change or update the Community Content and Your Content at any time without prior notice. However, we do not guarantee that any errors, inaccuracies or omissions will be corrected.

g. Severability. If any part of this Agreement is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement will continue in effect.

h. Notices. Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and will be deemed delivered as of the date of actual receipt.

To you: your address as provided in our account information for you. We may give electronic notices specific to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

i. Entire Agreement. This Agreement is the entire agreement between us for CrmOne Community and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. It is the express wish of both you and us that this Agreement and all related documents be drawn up in English. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

j. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any person or entity (other than the parties hereto) any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

k. Community Guidelines. We may change the Community Guidelines from time to time by updating our website.

l. No Licenses. We grant to you only the rights and licenses expressly stated in this Agreement, and you receive no other rights or licenses with respect to us, the CrmOne products and services, our trademarks, or any other property or right of ours.

m. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

n. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘CrmOne’s Proprietary Rights’, ‘Your Representations and Warranties’, ‘Indemnification’, ‘Disclaimers; Limitation of Liability’, and ‘General’.

Data Processing Terms & Conditions

This CrmOne Data Processing Agreement and its Annexes (“DPA”) reflects the parties’ agreement with respect to the Processing of Personal Data by us on behalf of you in connection with the CrmOne Subscription Services under the CrmOne Customer Terms of Service available between you and us (also referred to in this DPA as the “Agreement”).

This DPA is supplemental to, and forms an integral part of, the Agreement and is effective upon its incorporation into the Agreement, which may be specified in the Agreement, an Order Form or an executed amendment to the Agreement. In case of any conflict or inconsistency with the terms of the Agreement, this DPA will take precedence over the terms of the Agreement to the extent of such conflict or inconsistency.

We update these terms from time to time. If you have an active CrmOne subscription, we will let you know when we do via email (if you have subscribed to receive email notifications via the link in our General Terms)or via in-app notification. You can find archived versions of the DPA in our archives.

The term of this DPA will follow the term of the Agreement. Terms not otherwise defined in this DPA will have the meaning as set forth in the Agreement.

1. Definitions

2. Customer Responsibilities

3. CrmOne Obligations

4. Data Subject Requests

5. Sub-Processors

6. Data Transfers

7. Demonstration of Compliance

8. Additional Provisions for European Data

9. Additional Provisions for California Personal Information

10. General Provisions

11. Parties to this DPA

12. Annex 1 – Details of Processing

13. Annex 2 – Security Measures

14. Annex 3 – Sub-Processors

1. Definitions

“California Personal Information” means Personal Data that is subject to the protection of the CCPA.

“CCPA” means California Civil Code Sec. 1798.100 et seq. (also known as the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 or “CPRA”).

“Consumer”, “Business”, “Sell”, “Service Provider”, and “Share” will have the meanings given to them in the CCPA.

“Controller” means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the Processing of Personal Data.

“Data Privacy Framework” means the EU-U.S. Data Privacy Framework, the Swiss-U.S. Data Privacy Framework and the UK Extension to the EU-U.S. Data Privacy Framework self-certification programs (as applicable) operated by the U.S. Department of Commerce; as may be amended, superseded or replaced.

“Data Privacy Framework Principles” means the Principles and Supplemental Principles contained in the relevant Data Privacy Framework; as may be amended, superseded or replaced.

“Data Protection Laws” means all applicable worldwide legislation relating to data protection and privacy which applies to the respective party in the role of Processing Personal Data in question under the Agreement, including without limitation European Data Protection Laws, the CCPA and other applicable U.S. federal and state privacy laws, and the data protection and privacy laws of Australia, Singapore, and Japan, in each case as amended, repealed, consolidated or replaced from time to time; with regard to CrmOne, Data Protection Laws exclude laws governing Sensitive Information, as defined in the General Terms.

“Data Subject” means the individual to whom Personal Data relates.

“Europe” means the European Union, the European Economic Area and/or their member states, Switzerland and the United Kingdom.

“European Data” means Personal Data that is subject to the protection of European Data Protection Laws.

“European Data Protection Laws” means data protection laws applicable in Europe, including: (i) Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation) (“GDPR”); (ii) Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector; and (iii) applicable national implementations of (i) and (ii); or (iii) GDPR as it forms parts of the United Kingdom domestic law by virtue of Section 3 of the European Union (Withdrawal) Act 2018 (“UK GDPR”); and (iv) Swiss Federal Data Protection Act and its Ordinance (“Swiss DPA”); in each case, as may be amended, superseded or replaced.

“Instructions” means the written, documented instructions issued by a Controller to a Processor, and directing the same to perform a specific or general action with regard to Personal Data (including, but not limited to, depersonalising, blocking, deletion, making available).

“Permitted Affiliates” means any of your Affiliates that (i) are permitted to use the Subscription Services pursuant to the Agreement, but have not signed their own separate agreement with us and are not a “Customer” as defined under the Agreement, (ii) qualify as a Controller of Personal Data Processed by us, and (iii) are subject to European Data Protection Laws.

“Personal Data” means any information relating to an identified or identifiable individual where (i) such information is contained within Customer Data; and (ii) is protected similarly as personal data, personal information, or personally identifiable information under applicable Data Protection Laws.

“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed by us and/or our Sub-Processors in connection with the provision of the Subscription Services. “Personal Data Breach” will not include unsuccessful attempts or activities that do not compromise the security of Personal Data, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, and other network attacks on firewalls or networked systems.

“Processing” means any operation or set of operations which is performed on Personal Data, encompassing the collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction or erasure of Personal Data. The terms “Process”, “Processes” and “Processed” will be construed accordingly.

“Processor” means a natural or legal person, public authority, agency or other body which Processes Personal Data on behalf of the Controller.

“Standard Contractual Clauses” means the standard contractual clauses annexed to the European Commission’s Decision (EU), as may be amended, superseded or replaced.

“Sub-Processor” means any Processor engaged by us or our Affiliates to assist in fulfilling our obligations with respect to the provision of the Subscription Services under the Agreement. Sub-Processors may include third parties or our Affiliates but will exclude any CrmOne employee or consultant.

“UK Addendum” means the International Data Transfer Addendum issued by the UK Information Commissioner under section 119A(1) of the Data Protection Act 2018 currently found at https://ico.org.uk/media/for-organisations/documents/4019539/international-data-transfer-addendum.pdf, as may be amended, superseded, or replaced.

2. Customer Responsibilities

a. Compliance with Laws. Within the scope of the Agreement and in its use of the services, you will be responsible for complying with all requirements that apply to it under applicable Data Protection Laws with respect to its Processing of Personal Data and the Instructions it issues to us.

In particular but without prejudice to the generality of the foregoing, you acknowledge and agree that you will be solely responsible for: (i) the accuracy, quality, and legality of Customer Data and the means by which you acquired Personal Data; (ii) complying with all necessary transparency and lawfulness requirements under applicable Data Protection Laws for the collection and use of the Personal Data, including obtaining any necessary consents and authorizations (particularly for use by Customer for marketing purposes); (iii) ensuring you have the right to transfer, or provide access to, the Personal Data to us for Processing in accordance with the terms of the Agreement (including this DPA); (iv) ensuring that your Instructions to us regarding the Processing of Personal Data comply with applicable laws, including Data Protection Laws; and (v) complying with all laws (including Data Protection Laws) applicable to any emails or other content created, sent or managed through the Subscription Services, including those relating to obtaining consents (where required) to send emails, the content of the emails and its email deployment practices. You will inform us without undue delay if you are not able to comply with your responsibilities under this ‘Compliance with Laws’ section or applicable Data Protection Laws.

b. Controller Instructions. The parties agree that the Agreement (including this DPA), together with your use of the Subscription Service in accordance with the Agreement, constitute your complete Instructions to us in relation to the Processing of Personal Data, so long as you may provide additional instructions during the subscription term that are consistent with the Agreement, the nature and lawful use of the Subscription Service.

c. Security. You are responsible for independently determining whether the data security provided for in the Subscription Service adequately meets your obligations under applicable Data Protection Laws. You are also responsible for your secure use of the Subscription Service, including protecting the security of Personal Data in transit to and from the Subscription Service (including to securely backup or encrypt any such Personal Data).

3. CrmOne Obligations

a. Compliance with Instructions. We will only Process Personal Data for the purposes described in this DPA or as otherwise agreed within the scope of your lawful Instructions, except where and to the extent otherwise required by applicable law. We are not responsible for compliance with any Data Protection Laws applicable to you or your industry that are not generally applicable to us.

b. Conflict of Laws. If we become aware that we cannot Process Personal Data in accordance with your Instructions due to a legal requirement under any applicable law, we will (i) promptly notify you of that legal requirement to the extent permitted by the applicable law; and (ii) where necessary, cease all Processing (other than merely storing and maintaining the security of the affected Personal Data) until such time as you issue new Instructions with which we are able to comply. If this provision is invoked, we will not be liable to you under the Agreement for any failure to perform the applicable Subscription Services until such time as you issue new lawful Instructions with regard to the Processing.

c. Security. We will implement and maintain appropriate technical and organizational measures to protect Personal Data from Personal Data Breaches, as described under Annex 2 to this DPA (“Security Measures”). Notwithstanding any provision to the contrary, we may modify or update the Security Measures at our discretion provided that such modification or update does not result in a material degradation in the protection offered by the Security Measures.

d. Confidentiality. We will ensure that any personnel whom we authorize to Process Personal Data on our behalf is subject to appropriate confidentiality obligations (whether a contractual or statutory duty) with respect to that Personal Data.

e. Personal Data Breaches. We will notify you without undue delay after we become aware of any Personal Data Breach and will provide timely information relating to the Personal Data Breach as it becomes known or reasonably requested by you. At your request, we will promptly provide you with such reasonable assistance as necessary to enable you to notify relevant Personal Data Breaches to competent authorities and/or affected Data Subjects, if you are required to do so under Data Protection Laws.

f. Deletion or Return of Personal Data. We will delete or return all Customer Data, including Personal Data (including copies thereof) Processed pursuant to this DPA, on termination or expiration of your Subscription Service in accordance with the procedures set out in our Product Specific Terms. This term will apply except where we are required by applicable law to retain some or all of the Customer Data, or where we have archived Customer Data on back-up systems, which data we will securely isolate and protect from any further Processing and delete in accordance with our deletion practices. You may request the deletion of your CrmOne account after expiration or termination of your subscription by sending a request using our privacy request form.

We strongly recommend retrieving your Customer Data prior to the end of your Subscription Term by following the instructions at the following knowledge base articles:

If you need help retrieving your Customer Data during the Subscription Term, we will provide reasonable assistance to you, at your cost, and in accordance with the ‘Confidentiality’ section of the General Terms.

4. Data Subject Requests

3. CrmOne Obligations The Subscription Service provides you with a number of controls that you can use to retrieve, correct, delete or restrict Personal Data, which you can use to assist it in connection with its obligations under Data Protection Laws, including your obligations relating to responding to requests from Data Subjects to exercise their rights under applicable Data Protection Laws (“Data Subject Requests”).

To the extent that you are unable to independently address a Data Subject Request through the Subscription Service, then upon your written request we will provide reasonable assistance to you to respond to any Data Subject Requests or requests from data protection authorities relating to the Processing of Personal Data under the Agreement. You will reimburse us for the commercially reasonable costs arising from this assistance.

If a Data Subject Request or other communication regarding the Processing of Personal Data under the Agreement is made directly to us, we will promptly inform you and will advise the Data Subject to submit their request to you. You will be solely responsible for responding substantively to any such Data Subject Requests or communications involving Personal Data.

5. Sub-Processors

You agree we may engage Sub-Processors to Process Personal Data on your behalf, and we do so in three ways. First, we may engage Sub-Processors to assist us with hosting and infrastructure. Second, we may engage with Sub-Processors to support product features and integration’s. Third, we may engage with CrmOne Affiliates as Sub-Processors for service and support. Some Sub-Processors will apply to you as default, and some Sub-Processors will apply only if you opt-in.

We have currently appointed, as Sub-Processors, the third parties and CrmOne Affiliates listed in Annex 3 to this DPA. You may subscribe to receive notifications by email if we add or replace any Sub-Processors by completing the form available. If you opt-in to receive such email, we will notify you at least 30 days prior to any such change.

We will give you the opportunity to object to the engagement of new Sub-Processors on reasonable grounds relating to the protection of Personal Data within 30 days of notifying you. If you do notify us of such an objection, the parties will discuss your concerns in good faith with a view to achieving a commercially reasonable resolution. If no such resolution can be reached, we will, at our sole discretion, either not appoint the new Sub-Processor, or permit you to suspend or terminate the affected Subscription Service in accordance with the termination provisions of the Agreement without liability to either party (but without prejudice to any fees incurred by you prior to suspension or termination).

Where we engage Sub-Processors, we will impose data protection terms on the Sub-Processors that provide at least the same level of protection for Personal Data as those in this DPA, to the extent applicable to the nature of the services provided by such Sub-Processors. We will remain responsible for each Sub-Processor’s compliance with the obligations of this DPA and for any acts or omissions of such Sub-Processor that cause us to breach any of its obligations under this DPA.

6. Data Transfers

You acknowledge and agree that we may access and Process Personal Data on a global basis as necessary to provide the Subscription Service in accordance with the Agreement, and in particular that Personal Data may be transferred to and Processed by CrmOne, Inc. in the United States and to other jurisdictions where CrmOne Affiliates and Sub-Processors have operations. Wherever Personal Data is transferred outside its country of origin, each party will ensure such transfers are made in compliance with the requirements of Data Protection Laws.

7. Demonstration of Compliance

We will make all information reasonably necessary to demonstrate compliance with this DPA available to you and allow for and contribute to audits, including inspections conducted by you or your auditor in order to assess compliance with this DPA, where required by applicable law. You acknowledge and agree that you will exercise your audit rights under this DPA by instructing us to comply with the audit measures described in this ‘Demonstration of Compliance’ section. You acknowledge that the Subscription Service is hosted by our hosting Sub-Processors who maintain independently validated security programs (including SOC 2 and ISO 27001) and that our systems are audited annually as part of SOC 2 compliance and regularly tested by independent third party penetration testing firms. Upon request, we will supply (on a confidential basis) our SOC 2 report and summary copies of our penetration testing report(s) to you so that you can verify our compliance with this DPA. You may download copies of these documents from CrmOne’s Security website. Further, at your written request, we will provide written responses (on a confidential basis) to all reasonable requests for information made by you necessary to confirm our compliance with this DPA, provided that you will not exercise this right more than once per calendar year unless you have reasonable grounds to suspect non-compliance with the DPA.

8. Additional Provisions for European Data

a. Scope. This ‘Additional Provisions for European Data’ section will apply only with respect to European Data.

b. Roles of the Parties. When Processing European Data in accordance with your Instructions, the parties acknowledge and agree that you are the Controller of European Data and we are the Processor.

c. Instructions. If we believe that your Instruction infringes European Data Protection Laws (where applicable), we will inform you without delay.

d. Data Protection Impact Assessments and Consultation with Supervisory Authorities. To the extent that the required information is reasonably available to us, and you do not otherwise have access to the required information, we will provide reasonable assistance to you with any data protection impact assessments, and prior consultations with supervisory authorities (for example, the French Data Protection Agency (CNIL), the Berlin Data Protection Authority (BlnBDI) and the UK Information Commissioner’s Office (ICO)) or other competent data privacy authorities to the extent required by European Data Protection Laws.

f. Transfer Mechanisms for Data Transfers.

(A) CrmOne will not transfer European Data to any country or recipient not recognized as providing an adequate level of protection for Personal Data (within the meaning of applicable European Data Protection Laws), unless it first takes all such measures as are necessary to ensure the transfer is in compliance with applicable European Data Protection Laws. Such measures may include (without limitation) (i) transferring such data to a recipient that is covered by a suitable framework or other legally adequate transfer mechanism recognized by the relevant authorities or courts as providing an adequate level of protection for Personal Data, including the Data Privacy Framework; (ii) to a recipient that has achieved binding corporate rules authorization in accordance with European Data Protection Laws; or (iii) to a recipient that has executed the Standard Contractual Clauses in each case as adopted or approved in accordance with applicable European Data Protection Laws.

(B) You acknowledge that in connection with the performance of the Subscription Services, CrmOne, Inc. is a recipient of European Data in the United States. To the extent that CrmOne, Inc. receives European Data in the United States, CrmOne, Inc. will comply with the following:

(1) Data Privacy Framework. CrmOne, Inc. will use the Data Privacy Framework to lawfully receive European Data in the United States and ensure that it provides at least the same level of protection to such European Data as is required by the Data Privacy Framework Principles and will let you know if it is unable to comply with this requirement.

(2) Standard Contractual Clauses. If European Data Protection Laws require that appropriate safeguards are put in place (for example, if the Data Privacy Framework does not cover the transfer to CrmOne, Inc. and/or the Data Privacy Framework is invalidated), the Standard Contractual Clauses will be incorporated by reference and form part of the Agreement as follows:

(a) In relation to European Data that is subject to the GDPR (i) Customer is the “data exporter” and CrmOne, Inc. is the “data importer”; (ii) the Module Two terms apply to the extent the Customer is a Controller of European Data and the Module Three terms apply to the extent the Customer is a Processor of European Data; (iii) in Clause 7, the optional docking clause applies; (iv) in Clause 9, Option 2 applies and changes to Sub-Processors will be notified in accordance with the ‘Sub-Processors’ section of this DPA; (v) in Clause 11, the optional language is deleted; (vi) in Clauses 17 and 18, the parties agree that the governing law and forum for disputes for the Standard Contractual Clauses will be determined in accordance with the ‘Contracting Entity; Applicable Law; Notice’ section of the Jurisdiction Specific Terms or, if such section does not specify an EU Member State, the Republic of Ireland (without reference to conflicts of law principles); (vii) the Annexes of the Standard Contractual Clauses will be deemed completed with the information set out in the Annexes of this DPA; (viii) the supervisory authority that will act as competent supervisory authority will be determined in accordance with GDPR; and (ix) if and to the extent the Standard Contractual Clauses conflict with any provision of this DPA the Standard Contractual Clauses will prevail to the extent of such conflict.

(b) In relation to European Data that is subject to the UK GDPR, the Standard Contractual Clauses will apply in accordance with sub-section (a) and the following modifications (i) the Standard Contractual Clauses will be modified and interpreted in accordance with the UK Addendum, which will be incorporated by reference and form an integral part of the Agreement; (ii) Tables 1, 2 and 3 of the UK Addendum will be deemed completed with the information set out in the Annexes of this DPA and Table 4 will be deemed completed by selecting “neither party”; and (iii) any conflict between the terms of the Standard Contractual Clauses and the UK Addendum will be resolved in accordance with Section 10 and Section 11 of the UK Addendum.

(c) In relation to European Data that is subject to the Swiss DPA, the Standard Contractual Clauses will apply in accordance with sub-section (a) and the following modifications (i) references to “Regulation (EU) 2016/679” will be interpreted as references to the Swiss DPA; (ii) references to “EU”, “Union” and “Member State law” will be interpreted as references to Swiss law; and (iii) references to the “competent supervisory authority” and “competent courts” will be replaced with the “the Swiss Federal Data Protection and Information Commissioner ” and the “relevant courts in Switzerland”.

(d) You agree that by complying with our obligations under the ‘Sub-Processors’ section of this DPA, CrmOne, Inc. fulfills its obligations under Section 9 of the Standard Contractual Clauses. For the purposes of Clause 9(c) of the Standard Contractual Clauses, you acknowledge that we may be restricted from disclosing Sub-Processor agreements but we will use reasonable efforts to require any Sub-Processor we appoint to permit it to disclose the Sub-Processor agreement to you and will provide (on a confidential basis) all information we reasonably can. You also acknowledge and agree that you will exercise your audit rights under Clause 8.9 of the Standard Contractual Clauses by instructing us to comply with the measures described in the ‘Demonstration of Compliance’ section of this DPA.

(e) Where the CrmOne contracting entity under the Agreement is not CrmOne, Inc., such contracting entity (not CrmOne, Inc.) will remain fully and solely responsible and liable to you for the performance of the Standard Contractual Clauses by CrmOne, Inc., and you will direct any instructions, claims or enquiries in relation to the Standard Contractual Clauses to such contracting entity. If CrmOne cannot comply with its obligations under the Standard Contractual Clauses or is breach of any warranties under the Standard Contractual Clauses or UK Addendum (as applicable) for any reason, and you intend to suspend the transfer of European Data to CrmOne or terminate the Standard Contractual Clauses ,or UK Addendum, you agree to provide us with reasonable notice to enable us to cure such non-compliance and reasonably cooperate with us to identify what additional safeguards, if any, may be implemented to remedy such non-compliance. If we have not or cannot cure the non-compliance, you may suspend or terminate the affected part of the Subscription Service in accordance with the Agreement without liability to either party (but without prejudice to any fees you have incurred prior to such suspension or termination).

(C) Alternative Transfer Mechanism. In the event that CrmOne is required to adopt an alternative transfer mechanism for European Data, in addition to or other than the mechanisms described in sub-section (B) above, such alternative transfer mechanism will apply automatically instead of the mechanisms described in this DPA (but only to the extent such alternative transfer mechanism complies with European Data Protection Laws), and you agree to execute such other documents or take such action as may be reasonably necessary to give legal effect such alternative transfer mechanism.

9. Additional Provisions for California Personal Information

a. Scope. The ‘Additional Provisions for California Personal Information’ section of the DPA will apply only with respect to California Personal Information.

b. Roles of the Parties. When processing California Personal Information in accordance with your Instructions, the parties acknowledge and agree that you are a Business and we are a Service Provider for the purposes of the CCPA.

c. Responsibilities. We certify that we will Process California Personal Information as a Service Provider strictly for the purpose of performing the Subscription Services and Consulting Services under the Agreement (the “Business Purpose”) or as otherwise permitted by the CCPA, including as described in the ‘Usage Data’ section of our Privacy Policy. Further, we certify we i) will not Sell or Share California Personal Information; (ii) will not Process California Personal Information outside the direct business relationship between the parties, unless required by applicable law; and (iii) will not combine the California Personal Information included in Customer Data with personal information that we collect or receive from another source (other than information we receive from another source in connection with our obligations as a Service Provider under the Agreement).

d. Compliance. We will (i) comply with obligations applicable to us as a Service Provider under the CCPA and (ii) provide California Personal Information with the same level of privacy protection as is required by the CCPA. We will notify you if we make a determination that we can no longer meet our obligations as a Service Provider under the CCPA.

e. CCPA Audits. You will have the right to take reasonable and appropriate steps to help ensure that we use California Personal Information in a manner consistent with Customer’s obligations under the CCPA. Upon notice, you will have the right to take reasonable and appropriate steps in accordance with the Agreement to stop and remediate unauthorized use of California Personal Information.

f. Not a Sale. The parties acknowledge and agree that the disclosure of California Personal Information by the Customer to CrmOne does not form part of any monetary or other valuable consideration exchanged between the parties.

10. General Provisions

a. Amendments. Notwithstanding anything else to the contrary in the Agreement and without prejudice to the ‘Compliance with Instructions’ or ‘Security’ sections of this DPA, we reserve the right to make any updates and changes to this DPA and the terms that apply in the ‘Amendment; No Waiver’ section of the General Terms will apply.

b. Severability. If any individual provisions of this DPA are determined to be invalid or unenforceable, the validity and enforceability of the other provisions of this DPA will not be affected.

c. Limitation of Liability. Each party and each of their Affiliates’ liability, taken in aggregate, arising out of or related to this DPA (including any other D Pas between the parties) and the Standard Contractual Clauses, where applicable, whether in contract, tort or under any other theory of liability, will be subject to the limitations and exclusions of liability set out in the ‘Limitation of Liability’ section of the General Terms and any reference in such section to the liability of a party means aggregate liability of that party and all of its Affiliates under the Agreement (including this DPA). For the avoidance of doubt, if CrmOne, Inc. is not a party to the Agreement, the ‘Limitation of Liability’ section of the General Terms will apply as between you and CrmOne, Inc., and in such respect any references to ‘CrmOne’, ‘we’, ‘us’ or ‘our’ will include both CrmOne, Inc. and the CrmOne entity that is a party to the Agreement. In no event will either party’s liability be limited with respect to any individual’s data protection rights under this DPA (including any other D Pas between the parties and the Standard Contractual Clauses, where applicable) or otherwise.

d. Governing Law. This DPA will be governed by and construed in accordance with the ‘Contracting Entity; ‘Applicable Law; Notice’ sections of the Jurisdiction Specific Terms, unless required otherwise by Data Protection Laws.

11. Parties to this DPA

a. Permitted Affiliates. By signing the Agreement, you enter into this DPA (including, where applicable, the Standard Contractual Clauses) on behalf of yourself and in the name and on behalf of your Permitted Affiliates. For the purposes of this DPA only, and except where indicated otherwise, the terms “Customer”, “you” and “your” will include you and such Permitted Affiliates.

b. Authorization. The legal entity agreeing to this DPA as Customer represents that it is authorized to agree to and enter into this DPA for and on behalf of itself and, as applicable, each of its Permitted Affiliates.

c. Remedies. The parties agree that (i) solely the Customer entity that is the contracting party to the Agreement will exercise any right or seek any remedy any Permitted Affiliate may have under this DPA on behalf of its Affiliates, and (ii) the Customer entity that is the contracting party to the Agreement will exercise any such rights under this DPA not separately for each Permitted Affiliate individually but in a combined manner for itself and all of its Permitted Affiliates together. The Customer entity that is the contracting entity is responsible for coordinating all Instructions, authorizations and communications with us under the DPA and will be entitled to make and receive any communications related to this DPA on behalf of its Permitted Affiliates.

d. Other rights. The parties agree that you will, when reviewing our compliance with this DPA pursuant to the ‘Demonstration of Compliance’ section, take all reasonable measures to limit any impact on us and our Affiliates by combining several audit requests carried out on behalf of the Customer entity that is the contracting party to the Agreement and all of its Permitted Affiliates in one single audit.

Annex 1 – Details of Processing

A. List of Parties

Data exporter:

Name: The Customer, as defined in the CrmOne Customer Terms of Service (on behalf of itself and Permitted Affiliates)

Address: The Customer’s address, as set out in the Order Form

Contact person’s name, position and contact details: The Customer’s contact details, as set out in the Order Form and/or as set out in the Customer’s CrmOne Account

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer’s use of the CrmOne Subscription Services under the CrmOne Customer Terms of Service

Role (controller/processor): Controller

Data exporter:

Name: CrmOne, Inc.

Address: Berkeley, CA.94704, USA

Activities relevant to the data transferred under these Clauses: Processing of Personal Data in connection with Customer’s use of the CrmOne Subscription Services under the CrmOne Customer Terms of Service

Role (controller/processor): Processor

B. Description of Transfer

Categories of Data Subjects whose Personal Data is Transferred

You may submit Personal Data in the course of using the Subscription Service, the extent of which is determined and controlled by you in your sole discretion, and which may include, but is not limited to Personal Data relating to the following categories of Data Subjects:

Your Contacts and other end users including your employees, contractors, collaborators, customers, prospects, suppliers and subcontractors. Data Subjects may also include individuals attempting to communicate with or transfer Personal Data to your end users.

Categories of Personal Data Transferred

You may submit Personal Data to the Subscription Services, the extent of which is determined and controlled by you in your sole discretion, and which may include but is not limited to the following categories of Personal Data:

1. Contact Information (as defined in the General Terms).

2. Any other Personal Data submitted by, sent to, or received by you, or your end users, via the Subscription Service.

Sensitive Data transferred and applied restrictions or safeguards

The parties do not anticipate the transfer of sensitive data.

Frequency of the transfer

Continuous

Nature of the Processing

Personal Data will be Processed in accordance with the Agreement (including this DPA) and may be subject to the following Processing activities:

1. Storage and other Processing necessary to provide, maintain and improve the Subscription Services provided to you; and/or

2. Disclosure in accordance with the Agreement (including this DPA) and/or as compelled by applicable laws.

Purpose of the transfer and further processing

We will Process Personal Data as necessary to provide the Subscription Services pursuant to the Agreement, as further specified in the Order Form, and as further instructed by you in your use of the Subscription Services.

Period for which Personal Data will be retained

Subject to the ‘Deletion or Return of Personal Data’ section of this DPA, we will Process Personal Data for the duration of the Agreement, unless otherwise agreed in writing.

Annex 2 – Security Measures

We currently observe the Security Measures described in this Annex 2. All capitalized terms not otherwise defined herein will have the meanings as set forth in the General Terms. For more information on these security measures, please refer to CrmOne’s SOC 2 Type II Report, SOC 3 Report, Security Overview and Penetration Test Summaries

a) Access Control

i) Preventing Unauthorized Product Access

Outsourced processing: We host our Service with outsourced cloud infrastructure providers. Additionally, we maintain contractual relationships with vendors in order to provide the Service in accordance with our DPA. We rely on contractual agreements, privacy policies, and vendor compliance programs in order to protect data processed or stored by these vendors.

Physical and environmental security: We host our product infrastructure with multi-tenant, outsourced infrastructure providers. We do not own or maintain hardware located at the outsourced infrastructure providers’ data centers. Production servers and client-facing applications are logically and physically secured from our internal corporate information systems. The physical and environmental security controls are audited for SOC 2 Type II and ISO 27001 compliance, among other certifications.

Authentication: We implement a uniform password policy for our customer products. Customers who interact with the products via the user interface must authenticate before accessing non-public customer data.

Authorization: Customer Data is stored in multi-tenant storage systems accessible to Customers via only application user interfaces and application programming interfaces. Customers are not allowed direct access to the underlying application infrastructure. The authorization model in each of our products is designed to ensure that only the appropriately assigned individuals can access relevant features, views, and customization options. Authorization to data sets is performed through validating the user’s permissions against the attributes associated with each data set.

Application Programming Interface (API) access: Public product APIs may be accessed using an API key or through authorization.

ii) Preventing Unauthorized Product Use

We implement industry standard access controls and detection capabilities for the internal networks that support its products.

Access controls: Network access control mechanisms are designed to prevent network traffic using unauthorized protocols from reaching the product infrastructure. The technical measures implemented differ between infrastructure providers and include Virtual Private Cloud (VPC) implementations, security group assignment, and traditional firewall rules.

Intrusion detection and prevention: We implement a Web Application Firewall (WAF) solution to protect hosted customer websites and other internet-accessible applications. The WAF is designed to identify and prevent attacks against publicly available network services.

Static code analysis: Code stored in our source code repositories is checked for best practices and identifiable software flaws using automated tooling.

Penetration testing: We maintain relationships with industry-recognized penetration testing service providers for penetration testing of both the CrmOne web application and internal corporate network infrastructure at least annually. The intent of these penetration tests is to identify security vulnerabilities and mitigate the risk and business impact they pose to the in-scope systems.

Bug bounty: A bug bounty program invites and incentives independent security researchers to ethically discover and disclose security flaws. We implement a bug bounty program in an effort to widen the available opportunities to engage with the security community and improve the product defenses against sophisticated attacks.

iii) Limitations of Privilege & Authorization Requirements

Product access: A subset of our employees have access to the products and to customer data via controlled interfaces. The intent of providing access to a subset of employees is to provide effective customer support, product development and research, to troubleshoot potential problems, to detect and respond to security incidents and implement data security. Access is enabled through “just in time” (JITA) requests for access; all such requests are logged. Employees are granted access by role, and reviews of high risk privilege grants are initiated daily. Administrative or high risk access permissions are reviewed at least once every six months.

Background checks: Where permitted by applicable law, CrmOne employees undergo a third-party background or reference checks. In the United States, employment offers are contingent upon the results of a third-party background check. All CrmOne employees are required to conduct themselves in a manner consistent with company guidelines, non-disclosure requirements, and ethical standards.

b) Transmission Control

In-transit: We require HTTPS encryption (also referred to as SSL or TLS) on all login interfaces and for free on every customer site hosted on the CrmOne products. Our HTTPS implementation uses industry standard algorithms and certificates.

At-rest: We store user passwords following policies that follow industry standard practices for security. We have implemented technologies to ensure that stored data is encrypted at rest.

c) Input Control

Detection: We designed our infrastructure to log extensive information about the system behavior, traffic received, system authentication, and other application requests. Internal systems aggregate log data and alert appropriate employees of malicious, unintended, or anomalous activities. Our personnel, including security, operations, and support personnel, are responsive to known incidents.

Response and tracking: We maintain a record of known security incidents that includes description, dates and times of relevant activities, and incident disposition. Suspected and confirmed security incidents are investigated by security, operations, or support personnel; and appropriate resolution steps are identified and documented. For any confirmed incidents, we will take appropriate steps to minimize product and Customer damage or unauthorized disclosure. Notification to you will be in accordance with the terms of the Agreement.

d) Availability Control

Infrastructure availability: The infrastructure providers use commercially reasonable efforts to ensure a minimum of 99.95% uptime. The providers maintain a minimum of N+1 redundancy to power, network, and heating, ventilation and air conditioning (HVAC) services.

Fault tolerance: Backup and replication strategies are designed to ensure redundancy and fail-over protections during a significant processing failure. Customer data is backed up to multiple durable data stores and replicated across multiple availability zones.

Online replicas and backups: Where feasible, production databases are designed to replicate data between no less than 1 primary and 1 secondary database. All databases are backed up and maintained using at least industry standard methods.

Disaster Recovery Plans: We maintain and regularly test disaster recovery plans to help ensure availability of information following interruption to, or failure of, critical business processes.

Our products are designed to ensure redundancy and seamless fail over. The server instances that support the products are also architected with a goal to prevent single points of failure. This design assists our operations in maintaining and updating the product applications and back end while limiting downtime.

Annex 3 – Sub-Processors

To help CrmOne deliver the Subscription Service, we engage Sub-Processors to assist with our data processing activities. A list of our Sub-Processors and our purpose for engaging them is located on our CrmOne Sub-Processors Page, which is incorporated into this DPA.

Acceptable Use Terms & Conditions

CrmOne Acceptable Use Policy

This CrmOne Acceptable Use Policy (“AUP”) applies to the use of any product, service or website provided by us (CrmOne), whether we provide it directly or use another party to provide it to you (each, a “CrmOne Service”). This AUP is designed to ensure compliance with the laws and regulations that apply to the CrmOne Service. This AUP also protects the interests of all of our clients and their customers, as well as our goodwill and reputation. These terms are so important that we cannot provide the CrmOne Service unless you agree to them. By using the CrmOne Service, you are agreeing to these terms.

1. Reporting Suspected Violations

2. Prohibited Email Actions

3. Email Opt-Out Requirements

4. Telephone and SMS Marketing

5. No Disruption

6. Proper Usage of the CrmOne Service

7. Restricted Industries

8. CrmOne Trademark Use

9. Developer Terms

10. General Terms

If you are using any CrmOne Service, this AUP applies to you. Every client of ours agrees to abide by this AUP and is responsible for any violations. You are not allowed to assist or engage others in a way that would violate this AUP. We will enforce and ensure compliance with this AUP by using methods we consider to be appropriate, such as complaint and email failure monitoring. We may also suspend or terminate your use of CrmOne Services pursuant to our Customer Terms of Service for violations of this AUP.

We periodically update these terms and we will let you know when we do through the Notification app in the CrmOne portal used to access your CrmOne subscription (if you have one), or by posting a revised copy on our website. You agree to review the AUP on a regular basis and always remain in compliance.

1. Reporting Suspected Violations

We encourage recipients of email messages sent using the CrmOne Service to report suspected violations of this AUP to us by forwarding a copy of the received email with FULL headers to connect@crmone.com. We have a policy to investigate all of these reports and to respond in the way we consider appropriate.

If you know of or suspect a violation of this AUP, you will promptly notify us in writing of the known or suspected violation of this AUP.

2. Prohibited Email Actions

a. You may not use CrmOne to send spam. Spam can be in the form of bulk email or one to one commercial emails.

Bulk email is spam when it is unsolicited. Unsolicited means the recipient has not granted verifiable permission for the message to be sent. Bulk means that the message is sent as part of a larger collection of messages that have substantively similar content. One-to-one commercial emails are spam when they violate CAN-SPAM. One-to-one commercial emails are also considered Spam if the data processed for purposes of sending that email is in scope of the General Data Protection Regulation (‘GDPR’) and you fail to provide notice to individuals and establish a lawful basis of processing.

You may not use the CrmOne Service in any way (directly or indirectly) to send, transmit, handle, distribute or deliver: (a) spam in violation of the CAN-SPAM Act (referenced below) or any other law; (b) email to an address obtained via Internet harvesting methods or any surreptitious methods (e.g., scraping or harvesting); (c) email to an address that is incomplete, inaccurate and/or not updated for all applicable opt-out notifications, using best efforts and best practices in the industry, (d) commercial electronic messages in violation of Canada’s Anti-Spam Legislation (referenced below), or (e) in violation of the General Data Protection Regulation (GDPR).

b. You may not use any misleading or false names, addresses, email address, or subject line.

Email sent, or caused to be sent to or through the CrmOne Service may not: (a) use or contain invalid or forged headers; (b) use or contain invalid or non-existent domain names; (c) employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path; (d) use other means of deceptive addressing; (e) use a third party’s internet domain name without their consent, or be relayed from or through a third party’s equipment without the third party’s permission; (f) contain false or misleading information in the subject line or otherwise contain false or misleading content; or (g) use our trademark(s), tagline(s), or logo(s) without our prior written consent and only then pursuant to our trademark usage guidelines.

If you use email, we recommend that you adopt the Messaging, Malware and Mobile Anti-Abuse Working Group Sender Best Communications Practices (BCP), which were created and agreed upon with collaborative input from both volume email senders and Internet Service Providers. The Sender Best Communications Practices document is available here. You will use commercially reasonable efforts to follow these practices.

c. You may not email purchased lists.

You are prohibited from using the CrmOne Service to email: (a) purchased, rented, or borrowed lists, and (b) lists that are likely to result in an excessive number of unsubscribe requests or Spam complaints or notices, as determined by acceptable industry practices.

3. Email Opt-out Requirements

You warrant that each email you send or is sent for you using the CrmOne Service will contain: (a) header information that is not false or misleading; and (b) an advisement that the recipient may unsubscribe, opt-out or otherwise demand that use of its information for unsolicited, impermissible and/or inappropriate communication(s) as described in this AUP be stopped (and how the recipient can notify you that it wants to unsubscribe, opt-out, or stop this use of its information). These requirements may not apply if the email sent is a transactional email and these requirements are not otherwise required by law. You warrant that you will promptly comply with all opt-out, unsubscribe, “do not call” and “do not send” requests.

4. Telephone, SMS, and Message Marketing

You must comply with all laws relating to telephone marketing, including without limitation those specifically referenced in the ‘Proper Usage of CrmOne Service’ section below. You must comply with all laws related to the recording of phone calls and ensure all proper consent to record is obtained prior to making any such recording. If you use the CrmOne Service to place telephone calls, you must also comply with all applicable industry standards, including those applicable guidelines published by the CTIA and the Mobile Marketing Association. You are prohibited from using or permitting access to use the CrmOne Service to make emergency calls or to provide or seek emergency services.

You understand that you are required to comply with carrier compliance obligations and penalties in addition to these terms, which may have additional restrictions and requirements.

5. No Disruption

You agree not to:

(a) use the CrmOne Service in a way that impacts the normal operation, privacy, integrity or security of another’s property. Another’s property includes another’s account(s), domain name(s), URL(s), website(s), network(s), system(s), facilities, equipment, data, other information, or business operations;

(b) use or launch any automated system, including, “robots,” “spiders,” or “offline readers,” that sends more request messages to our servers in a given period of time than a human can reasonably produce in the same period by using a conventional browser (also for example, scraping or harvesting);

(c) use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Service;

(d) attempt to gain unauthorized access to the Subscription Service;

(e) access the Subscription Service using another User’s unique login credentials, including reusing or sharing unique login credentials among multiple users;

(f) allow any Users to access the CrmOne Service from an embargoed country, or allow access to the CrmOne Service to anyone included in the U.S. Commerce Department’s Denied Persons List, Entry List, the U.S. Treasury Department’s list of Specially Designated Nationals, or other similarly sanctioned individuals;

(g) access the Subscription Service other than through our interface;

(h) use the CrmOne Service to gain unauthorized access to, use, monitor, make an unauthorized reference to, another’s property, unless you have the appropriate express prior consent to do so; or

(i) use the CrmOne Service in a way that causes or may cause any CrmOne IP addresses, CrmOne domains, or CrmOne customer domains to be blacklisted.

Examples of prohibited actions include (without limitation) include hacking, spoofing, denial of service, mailbombing and/or sending any email that contains or transmits any virus or propagating worm(s), or any malware, whether spyware, adware or other such file or program.

These restrictions apply regardless of your intent and whether or not you act intentionally or unintentionally.

6. Proper Usage of the CrmOne Service

You will respect the limits that apply to your use of the CrmOne Service as specified in the Product and Services Catalog available. We may update or change these Service Limits by updating, so we encourage you to review this page periodically.

In addition, and without limiting the other requirements in this AUP, you may not (directly or indirectly) use the CrmOne Service with content, or in a manner that:

• is threatening, abusive, harassing, stalking, or defamatory;
• is deceptive, false, misleading or fraudulent;
• is invasive of another privacy or otherwise violates another legal rights (such as rights of privacy and publicity);
• contains vulgar, obscene, indecent or unlawful material;
• infringes a third party’s intellectual property right(s);
• publishes, posts, uploads, or otherwise distributes any software, music, videos, or other material protected by intellectual property laws (or by rights of privacy or publicity) unless you have all necessary rights and consents to do so;
• uploads files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another person’s computer;
• downloads any file that you know, or reasonably should know, cannot be legally distributed in that way;
• falsifies or deletes any author attributions, legal or proprietary designations, labels of the origin or source of software, or other material contained in a file that is uploaded;
• restricts or inhibits any other user of the CrmOne Service from using and enjoying our website and/or the CrmOne Service;
• harvests or otherwise collects information about others, including e-mail addresses, without their consent;
• violates the usage standards or rules of an entity affected by your use, including without limitation any ISP, ESP, or news or user group (and including by way of example and not limitation circumventing or exceeding equipment use rights and restrictions and/or location and path identification detail);
• is legally actionable between private parties;
• is not a good faith use of the service, such as uploading Contacts in excess of your Contact tier, emailing those Contacts and then purging them shortly thereafter; and/or
• is in violation of any applicable local, state, national or international law or regulation, including all export laws and regulations and without limitation the Controlling the Assault of Non-Solicited Pornography and Marketing Act (CAN-SPAM Act) (15 U.S.C. 7701 et seq.), the U.S Telephone Consumer Protection Act of 1991 (47 U.S.C. 227), the Do-Not-Call Implementation Act of 2003 (15 U.S.C. 6152 et seq.; originally codified at 6101 note), the General Data Protection Regulation (2016/679), the Directive 2000/31/EC of the European Parliament and Council of 8 June 2000, on certain legal aspects of information society services, in particular, electronic commerce in the Internal Market (‘Directive on Electronic Commerce’), along with the Directive 2002/58/EC of the European Parliament and Council of 12 July 2002, concerning the processing of personal data and the protection of privacy in the electronic communications sector (‘Directive on Privacy and Electronic Communications’), regulations promulgated by the U.S. Securities Exchange Commission, any rules of national or other securities exchange, including without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, the Personal Information Protection and Electronic Documents Act (PIPEDA) (S.C. 2000, c. 5), Canada’s Anti-Spam Legislation (CASL) (S.C. 2010, c. 23), Japan’s Act on Regulation of Transmission of Specified Electronic Mail (Act No. 26 of April 17, 2002) and any regulations having the force of law or laws in force in your or your email recipient’s country of residence;
• encourages, promotes, facilitates or instructs others to engage in illegal activity;
• promotes, encourages, or facilitates: hate speech, violence, discrimination based on race, color, sexual orientation, marital status, gender or identity expression, parental status, religion or creed, national origin or ancestry, sex, age, physical or mental disability, veteran status, genetic information, citizenship and/or any other characteristic protected by law.

Organizations or individuals who promote, encourage, or facilitate hate speech, violence, discrimination, either through their own content or through distribution of user generated content, are prohibited from using the CrmOne Service, regardless of whether the CrmOne Service is used specifically for the prohibited activities. Violation of these standards may result in termination of your use of the CrmOne Service.

You are responsible for moderating user generated content or user activity on your platform or service. User generated content that violates these standards may result in termination of your use of the CrmOne Service.

If you use any of our developer tools including Application Programming Interfaces (API’s), developer tools, or associated software, you will comply with our Developer Terms.

You will use the CrmOne Service for your internal business purposes and will not: (i) willfully tamper with the security of the CrmOne Service or tamper with our customer accounts; (ii) access data on the CrmOne Service not intended for you; (iii) log into a server or account on the CrmOne Service that you are not authorized to access; (iv) attempt to probe, scan or test the vulnerability of any CrmOne Service or to breach the security or authentication measures without proper authorization; (v) willfully render any part of the CrmOne Service unusable; (vi) lease, distribute, license, sell or otherwise commercially exploit the CrmOne Service or make the CrmOne Service available to a third party other than as contemplated in your subscription to the CrmOne Service; (vii) use the CrmOne Service for time sharing or service bureau purposes or otherwise for the benefit of a third party; or (viii) provide to third parties any evaluation version of the CrmOne Service without our prior written consent.

7. Restricted Industries

Some industries have higher than average abuse complaints, which can directly impact our ability to provide the CrmOne Service to other customers. To protect our customers, we reserve the right to discontinue your use of the CrmOne Services if you are in one of these industries. Some examples include:

• Cryptocurrency
• Non-fungible tokens (NFTs)
• Escort and dating services
• Pharmaceutical products
• Work from home, make money online, and lead generating opportunities
• Gambling services or products
• Multi-level marketing or affiliate marketing
• List brokers or list rental services
• Selling ‘Likes’ or followers for a social media platform

8. CrmOne Trademark Use

Unless you have our express prior written permission, you may not use any name, logo, tagline or other mark of ours or the CrmOne Service, or any identifier or tag generated by the CrmOne Service, including without limitation: (a) as a hypertext link to any website or other location (except as provided for or enabled expressly by us); or (b) to imply identification with us as an employee, contractor, agent or other similar representative capacity. You also agree not to remove or alter any of these items as we may have provided or enabled.

9. Developer Terms

If you use any of our developer tools including Application Programming Interfaces (API’s), developer tools, or associated software, you will comply with our Developer Terms.

10. General Terms

We may immediately suspend your access to the CrmOne Service if you breach this AUP or don’t respond to us in a reasonable period after we’ve contacted you about a potential breach of this AUP. We may also suspend your access as we explain in our Customer Terms of Service and, if you breach this AUP, we may terminate your subscription agreement for cause. You acknowledge we may disclose information regarding your use of any CrmOne Service to satisfy any law, regulation, government request, court order, subpoena or other legal process. If we make this type of required disclosure we will notify you, unless we are required to keep the disclosure confidential.

We are not obligated to, but may choose to, remove any prohibited materials and deny access to any person who violates this AUP. We further reserve all other rights.

We may update and change any part or all of this AUP. If we update or change this AUP, the updated AUP will be posted. If you have a CrmOne subscription, we will let you know through the Notification app in the CrmOne portal used to access your CrmOne subscription. If you do not have a CrmOne subscription, we will let you know by posting the revised copy on our website. When we change this AUP, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review this AUP periodically.

Regional Data Hosting Terms & Conditions

CrmOne Regional Data Hosting Policy

Our CrmOne Regional Data Hosting Policy (“Policy”) explains where Customer Data will be hosted by CrmOne. This Policy sets out our commitment to hosting Customer Data in a specific location and the exceptions to that commitment.

In 2021, we began offering a location specific regional data hosting service (“Regional Data Hosting”) to new customers as part of their subscription. New customers who purchase the Subscription Service after 2021, and who are located in Europe (including Switzerland and the United Kingdom), Russia, the Middle East and Africa will have their Customer Data hosted in Europe by default (based on your IP address on sign up) in accordance with this Policy. If your Order Form does not indicate a data hosting location, your Customer Data will be stored in the United States of America (“USA”).

Any terms not defined in this Policy will have the same meaning as set out in the CrmOne Customer Terms of Service. In the event of a conflict between this Policy and the Agreement, this Policy will control. We may periodically update this Policy. We will post any changes on this page and, if the changes are material, we will provide an update through the notification app in your CrmOne account.

1. Regional Data Hosting Location and Customer Data

1.1 Definitions

“Location” means the region or geographic area where your Customer Data is primarily stored within our cloud infrastructure (e.g. North America or Europe). The location will be indicated on your Order Form and in your CrmOne account. If no Location is specified in your Order Form your Customer Data is hosted in the USA.

“Exclusions” means the services and processing not covered by Regional Data Hosting Policy and which will continue outside of the Location, as described in the ‘Exclusions’ section below.

1.2 If you purchase your Subscription Service after 2021, and you are located in Europe (including Switzerland and the United Kingdom), Russia, the Middle East and Africa (based on your IP address on sign up) we will store Customer Data within the Location for the duration of your Subscription Term in accordance with the terms of this Policy. You agree that for the purposes of the DPA, this Policy constitutes your Instructions in relation to the storage of Customer Data. The Location will be indicated on your Order Form. If no Location is specified in your Order Form your Customer Data will be hosted in the USA. Your Location will also be indicated in your CrmOne account. Your Customer Data will be replicated for disaster recovery and back-up purposes to other data centers within the Location.

1.3 You understand and agree that while Customer Data will be primarily stored and processed in the Location: (i) CrmOne, Inc. is located in the USA and certain storage and processing may continue outside of the Location, including in the USA and other regions where we, our Affiliates and Sub-processors operate; (ii) we may change Sub-processors in order to provide the Subscription Service, in accordance with the DPA; (iii) Customer Data may be accessed outside of the Location if Users accessing the Subscription Service are located outside of Europe; (iv) except as otherwise agreed only Customer Data that was submitted or collected after Regional Data Hosting was included as part of your subscription will be stored in the Location; and (v) we make no warranty that Regional Data Hosting will meet your data residency requirements. Regional Data Hosting does not apply to the Exclusions, see the ‘Exclusions’ section below for further information.

1.4 This Policy does not apply if you previously agreed to the CrmOne Regional Data Hosting Beta Terms. In that case, the terms in this Policy do not apply to you and the CrmOne Regional Data Hosting Beta Terms will continue to apply until either (i) your CrmOne account is migrated to the Location, or (ii) we notify you of the end of the CrmOne Regional Data Hosting Beta Program. The CrmOne Regional Data Hosting Beta Terms will then cease to apply and this Policy will apply.

2. Exclusions

2.1 CrmOne Inc. is located in the USA and certain storage and processing may continue outside the Location, including in the USA and other regions where CrmOne, its Affiliates and Sub-Processors operate. Customer Data may be transferred and/or accessed outside the Location for the following Exclusions:

(i) Customer and Product Development Support: In order to provide customer support and product development support, CrmOne employees from other office locations and Sub-Processors may access your CrmOne account and Customer Data. For example, we may access your CrmOne account if you call CrmOne Support and have a question about how to use a certain feature or to fix a bug.

(ii) Security and Abuse Prevention: CrmOne employees from other office locations may access your CrmOne account and Customer Data to investigate or remediate security incidents and/or product abuse.

(iii) Integration’s: If you choose to use integration’s that process Customer Data, those integration’s may process and/or store Customer Data in locations other than the Location. Before installing integration’s, you should investigate how data is being passed to these integration’s and where the data will be stored and/or processed. You are responsible for any integration’s you use in conjunction with your CrmOne account.

(iv) User Access: Your Users may log in to your CrmOne account from areas outside of the Location. This means that data may be accessed and transferred from the User’s location. User access is your responsibility.

(v) Usage Data: As described in the ‘Customer Data’ section of the Customer Terms of Service, we may collect data about how you use and interact with the Subscription Service. This usage data will be transferred from the Location to the USA.

(vi) Sub-Processors: CrmOne uses Sub-Processors to provide the Subscription Service and Consulting Services. These Sub-Processors may have access to or process Customer Data (which may contain Personal Data). As a CrmOne Customer, your Customer Data will be stored and processed by these Sub-Processors within the Location, except for those listed in the table below.

You can review the list of Sub-Processors in Annex 3 of the DPA. You may choose to not use certain features or integration’s supported by the Sub-Processors included in the table below. If you wish to use the features or integration’s supported by these Sub-Processors, you acknowledge your Customer Data will be processed and/or stored outside of the Location.