Master Subscription Agreement

THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
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Master Subscription Agreement
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE
TRIAL. BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY
EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS
AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL
ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO
THESE TERMS AND CONDITIONS, IN THAT CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH
ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH
THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE
SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In
addition, You may not access the Services for purposes of monitoring their availability, performance or
functionality, or for any other benchmarking or competitive purposes.
This Agreement was revised on September 24, 2013. It is effective between You and Us as of the date of
You accepting this Agreement.
Table of Contents
1. Definitions
2. Free Trial
3. Our Responsibilities
4. Use of the Services and Content
5. Non-ChannelCRM Providers
6. Fees and Payment for Purchased Services
7. Proprietary Rights and Licenses
8. Confidentiality
9. Representations, Warranties, Exclusive Remedies and Disclaimers
10. Mutual Indemnification
11. Limitation of Liability
12. Term and Termination
13. Who You Are Contracting With, Notices, Governing Law and Jurisdiction
14. General Provisions
1. DEFINITIONS
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control
with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or
control of more than 50% of the voting interests of the subject entity.
Master Subscription Agreement
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
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“Agreement” means this Master Subscription Agreement.
“Beta Services” means Our services that are not generally available to customers.
“Content” means information obtained by Us from Our content licensors or publicly available sources and
provided to You pursuant to an Order Form, as more fully described in the Documentation.
“Documentation” means Our online user guides, documentation, and help and training materials, as
updated from time to time, accessible via www.channelcrmhelp.dk or login to the applicable Service.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for
example, viruses, worms, time bombs and Trojan horses.
“Marketplace” means an online directory or catalog that interoperate with the Services, including, for
example, the add-on to NNMarkedsdata and similar ad-on services.
“Order Form” means an ordering document specifying the Services to be provided hereunder that is
entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto.
By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement
as if it were an original party hereto.
“Purchased Services” means Services that You or Your Affiliate purchase under an Order Form, as
distinguished from those provided pursuant to a free trial.
“Services” means the products and services that are ordered by You under a free trial or an Order Form
and made available online by Us, including associated offline components, as described in the
Documentation. “Services” exclude Content and Non-ChannelCRM Applications.
“User” means an individual who is authorized by You to use a Service, for whom You have ordered the
Service, and to whom You (or Us at Your request) have supplied a user identification and password. Users
may include, for example, your employees, consultants, contractors and agents, and third parties with
which You transact business.
“We”, “Us” and “Our” means the company owning the trademark “ChannelCRM” described in Section 13
(Who You Are Contracting With, Notices, Governing Law and Jurisdiction).
“You” or “Your” means the company or other legal entity for which You are accepting this Agreement and
Affiliates of that company or entity.
“Your Data” means electronic data and information submitted by or for You to the Purchased Services or
collected and processed by or for You using the Purchased Services, excluding Content and NonChannelCRM
Applications.
2. FREE TRIAL
If You register on Our website for a free trial, We will make one or more Services available to You on a trial
basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use
the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for
such Service(s). Additional trial terms and conditions may appear on the trial registration web page. Any
such additional terms and conditions are incorporated into this Agreement by reference and are legally
binding.
Master Subscription Agreement
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
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ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR
FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A
SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED
SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.
NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND
DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY.
Please review the User Guide during the trial period so that You become familiar with the features and
functions of the Services before You make Your purchase.
3. OUR RESPONSIBILITIES
3.1. Provision of Purchased Services. We will (a) make the Services and Content available to You pursuant
to this Agreement and the applicable Order Forms, (b) provide Our standard support for the Purchased
Services to You at no additional charge, and/or upgraded support if purchased, and (c) use commercially
reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except
for: (i) planned downtime (of which We shall give at least 8 hours electronic notice and which We shall
schedule to the extent practicable during the weekend hours between 6:00 p.m. Friday and 3:00 a.m.
Monday Central European Time equal to Copenhagen time), and (ii) any unavailability caused by
circumstances beyond Our reasonable control, including, for example, an act of God, act of government,
flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving
Our employees), Internet service provider failure or delay, Non-ChannelCRM Application, or denial of
service attack. and c) you yourself is responsible for the online Purchased services, as these are running on
your own server.
3.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for
protection of the security, confidentiality and integrity of Your Data, as described in the Documentation.
Those safeguards will include, but will not be limited to, measures for preventing access, use, modification
or disclosure of Your Data by Our personnel except (a) to provide the Purchased Services and prevent or
address service or technical problems, (b) as compelled by law in accordance with Section 8.3 (Compelled
Disclosure) below, or (c) as You expressly permit in writing.
3.3 Our Personnel. We will be responsible for the performance of Our personnel (including Our employees
and contractors) and their compliance with Our obligations under this Agreement, except as otherwise
specified herein.
3.4 Beta Services. From time to time, We may invite You to try Beta Services at no charge. You may
accept or decline any such trial in Your sole discretion. Beta Services will be clearly designated as beta,
pilot, limited release, developer preview, non-production, evaluation or by a description of similar import.
Beta Services are for evaluation purposes and not for production use, are not considered “Services” under
this Agreement, are not supported, and may be subject to additional terms. Unless otherwise stated, any
Beta Services trial period will expire upon the earlier of one year from the trial start date or the date that a
version of the Beta Services becomes generally available. We may discontinue Beta Services at any time in
Our sole discretion and may never make them generally available. We will have no liability for any harm or
damage arising out of or in connection with a Beta Service.
4. USE OF SERVICES AND CONTENT
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4.1 Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services and Content are
purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing
as the underlying subscription pricing, prorated for the portion of that subscription term remaining at the
time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the
underlying subscriptions.
4.2 Usage Limits. Services and Content are subject to usage limits, including, for example, the quantities
specified in Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and
the Service or Content may not be accessed by more than that number of Users, (b) a User’s password may
not be shared with any other individual, and (c) a User identification may be reassigned to a new individual
replacing one who no longer requires ongoing use of the Service or Content. If You exceed the contractual
usage limit, you are able to execute an online order Order Form for additional quantities of the applicable
Services or Content.
4.3 Your Responsibilities. You will (a) be responsible for Users’ compliance with this Agreement, (b) be
responsible for the accuracy, quality and legality of Your Data and the means by which You acquired Your
Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services and
Content, and notify Us promptly of any such unauthorized access or use, (d) use Services and Content only
in accordance with the Documentation and applicable laws and government regulations, and (e) comply
with terms of service of Non- ChannelCRM Applications with which You use Services or Content.
4.4 Usage Restrictions. You will not (a) make any Service or Content available to, or use any Service or
Content for the benefit of, anyone other than You or Users, (b) sell, resell, license, sublicense, distribute,
rent or lease any Service or Content, or include any Service or Content in a service bureau or outsourcing
offering, (c) use a Service to store or transmit infringing, libelous, or otherwise unlawful or tortious
material, or to store or transmit material in violation of third-party privacy rights, (d) use a Service to store
or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of any Service or
third-party data contained therein, (f) attempt to gain unauthorized access to any Service or Content or its
related systems or networks, (g) permit direct or indirect access to or use of any Service or Content in a way
that circumvents a contractual usage limit, (h) copy a Service or any part, feature, function or user interface
thereof, (i) copy Content except as permitted herein or in an Order Form or the Documentation, (j) frame
or mirror any part of any Service or Content, other than framing on Your own intranets or otherwise for
Your own internal business purposes or as permitted in the Documentation, or (k) access any Service or
Content in order to build a competitive product or service, or (l) reverse engineer any Service (to the extent
such restriction is permitted by law).
4.5 External-Facing Services. If You subscribe to a Service for creation and hosting of external-facing
websites, You will comply with, and be responsible for Users’ compliance with, Our External-Facing
Services Policy at http://www.channelcrm.dk/legal/, and be solely responsible for complying with
applicable law in any use of cookies or other tracking technologies on such websites.
4.6. Removal of Content and Non-ChannelCRM Applications. If We are required by a licensor to remove
Content, or receive information that Content provided to You may violate applicable law or third-party
rights, We may so notify You and in such event You will promptly remove such Content from Your systems.
If We receive information that a Non-ChannelCRM Application hosted on a Service by You may violate Our
External-Facing Services or applicable law or third-party rights, We may so notify You and in such event You
will promptly disable such Non-ChannelCRM Application or modify the Non-ChannelCRM Application to
resolve the potential violation. If You do not take required action in accordance with the above, We may
disable the applicable Content, Service and/or Non-ChannelCRM Application until the potential violation is
resolved.
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THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
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5. NON-CHANNELCRM PROVIDERS
5.1. Acquisition of Non-ChannelCRM Products and Services. We or third parties may make available (for
example, through a Marketplace or otherwise) third-party products or services, including, for
example, Non- ChannelCRM Applications and implementation and other consulting services. Any
acquisition by You of such non- ChannelCRM products or services, and any exchange of data between You
and any non-ChannelCRM provider, is solely between You and the applicable non-ChannelCRM
provider. We do not warrant or support Non- ChannelCRM Applications or other non-ChannelCRM
products or services, whether or not they are designated by Us as “certified” or otherwise, except as
specified in an Order Form.
5.2. Non-ChannelCRM Applications and Your Data. If You install or enable a Non-ChannelCRM Application
for use with a Service, You grant Us permission to allow the provider of that Non-ChannelCRM Application
to access Your Data as required for the interoperation of that Non-ChannelCRM Application with the
Service. We are not responsible for any disclosure, modification or deletion of Your Data resulting from
access by a Non-ChannelCRM Application.
5.3. Integration with Non-ChannelCRM Applications. The Services may contain features designed to
interoperate with Non-ChannelCRM Applications. To use such features, You may be required to obtain
access to Non-ChannelCRM Applications from their providers, and may be required to grant Us access to
Your account(s) on the Non-ChannelCRM Applications. If the provider of a Non-ChannelCRM Application
ceases to make the Non- ChannelCRM Application available for interoperation with the corresponding
Service features on reasonable terms, We may cease providing those Service features without entitling You
to any refund, credit, or other compensation.
6. FEES AND PAYMENT FOR PURCHASED SERVICES
6.1. Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an
Order Form, (i) fees are based on Services and Content purchased and not actual usage, (ii) payment
obligations are non- cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be
decreased during the relevant subscription term.
6.2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a
valid purchase order or alternative document reasonably acceptable to Us. If You provide credit card
information to Us, You authorize Us to charge such credit card for all Purchased Services listed in the Order
Form for the initial subscription term and any renewal subscription term(s) as set forth in Section
12.2 (Term of Purchased Subscriptions). Such charges shall be made in advance, either annually or in
accordance with any different billing frequency stated in the applicable Order Form. If the Order Form
specifies that payment will be by a method other than a credit card, We will invoice You in advance and
otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced
charges are due net 30 days from the invoice date. You are responsible for providing complete and
accurate billing and contact information to Us and notifying Us of any changes to such information.
6.3. Overdue Charges. If any invoiced amount is not received by Us by the due date, then without limiting
Our rights or remedies, (a) those charges may accrue late interest at the rate of 2% of the outstanding
balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may
condition future subscription renewals and Order Forms on payment terms shorter than those specified in
Section 6.2 (Invoicing and Payment).
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6.4. Suspension of Service and Acceleration. If any amount owing by You under this or any other
agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts
You have authorized Us to charge to Your credit card), We may, without limiting Our other rights and
remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations
become immediately due and payable, and suspend Our services to You until such amounts are paid in full.
We will give You at least 7 days’ prior notice that Your account is overdue, in accordance with Section 13.2
(Manner of Giving Notice), before suspending services to You.
6.5. Payment Disputes. We will not exercise Our rights under Section 6.3 (Overdue Charges) or 6.4
(Suspension of Service and Acceleration) above if You are disputing the applicable charges reasonably and
in good faith and are cooperating diligently to resolve the dispute.
6.6. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any
nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction
whatsoever (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases
hereunder. If We have the legal obligation to pay or collect Taxes for which You are responsible under this
Section 6.6, We will invoice You and You will pay that amount unless You provide Us with a valid tax
exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible
for taxes assessable against Us based on Our income, property and employees.
6.7. Future Functionality. You agree that Your purchases are not contingent on the delivery of any future
functionality or features, or dependent on any oral or written public comments made by Us regarding
future functionality or features.
7. PROPRIETARY RIGHTS AND LICENSES
7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our
licensors reserve all of Our/their right, title and interest in and to the Services and Content, including all of
Our/their related intellectual property rights. No rights are granted to You hereunder other than as
expressly set forth herein.
7.2. License by Us to Use Content. We grant to You a worldwide, limited-term license, under Our
applicable intellectual property rights and licenses, to use Content acquired by You pursuant to Order
Forms, subject to those Order Forms, this Agreement and the Documentation.
7.3. License by You to Host Your Data and Applications. You grant Us and Our Affiliates a worldwide,
limited- term license to host, copy, transmit and display Your Data, and any Non-ChannelCRM Applications
and program code created by or for You using a Service, as necessary for Us to provide the Services in
accordance with this Agreement. Subject to the limited licenses granted herein, We acquire no right, title
or interest from You or Your licensors under this Agreement in or to Your Data of any Non-ChannelCRM
Application or program code.
7.4. License by You to Use Feedback. You grant to Us and Our Affiliates a worldwide, perpetual,
irrevocable, royalty-free license to use and incorporate into the Services any suggestion, enhancement
request, recommendation, correction or other feedback provided by You or Users relating to the operation
of the Services.
8. CONFIDENTIALITY
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8.1. Definition of Confidential Information. “Confidential Information” means all information disclosed by
a party (“Disclosing Party”) to the other party (“Receiving Party”), whether verbally or in writing, that is
designated as confidential or that reasonably should be understood to be confidential given the nature of
the information and the circumstances of disclosure. Your Confidential Information includes Your Data;
Our Confidential Information includes the Services and Content; and Confidential Information of each party
includes the terms and conditions of this Agreement and all Order Forms (including pricing), as well as
business and marketing plans, technology and technical information, product plans and designs, and
business processes disclosed by such party. However, 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.
8.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it
uses to protect the confidentiality of its own confidential information of like kind (but not less than
reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside
the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to
limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees
and contractors who need that 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. Neither party will disclose the terms of this Agreement or any Order Form to any third party other
than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided
that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain
responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this Section 8.2.
8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing
Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior
notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the
Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is
compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to
which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing
Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to
that Confidential Information.
9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
9.1. Representations. Each party represents that it has validly entered into this Agreement and has the
legal power to do so.
9.2. Our Warranties. We warrant that (a) this Agreement, the Order Forms and the Documentation
accurately describe the applicable administrative, physical, and technical safeguards for protection of the
security, confidentiality and integrity of Your Data, (b) We will not materially decrease the overall security
of the Purchased Services during a subscription term, (c) the Purchased Services will perform materially
in accordance with the applicable Documentation, (d) subject to Section 5.3 (Integration with NonChannelCRM
Applications), We will not materially decrease the functionality of the Purchased Services
during a subscription term, and (e) the Purchased Services and Content will not introduce Malicious Code
into Your systems. For any breach of an above warranty, Your exclusive remedies are those described in
Sections 12.3 (Termination) and 12.4 (Refund or Payment upon Termination).
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9.3. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF
ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY
DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY
APPLICABLE LAW. CONTENT AND BETA SERVICES ARE PROVIDED “AS IS,” EXCLUSIVE OF ANY WARRANTY
WHATSOEVER. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY
HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.
10. MUTUAL INDEMNIFICATION
10.1. Indemnification by Us. We will defend You against any claim, demand, suit or proceeding made or
brought against You by a third party alleging that the use of a Purchased Service in accordance with this
Agreement infringes or misappropriates such third party’s intellectual property rights (a “Claim Against
You”), and will indemnify You from any damages, attorney fees and costs finally awarded against You as a
result of, or for amounts paid by You under a court-approved settlement of, a Claim Against You, provided
You (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and
settlement of the Claim Against You (except that We may not settle any Claim Against You unless it
unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense. If We
receive information about an infringement or misappropriation claim related to a Service, We may in Our
discretion and at no cost to You (i) modify the Service so that it no longer infringes or misappropriates,
without breaching Our warranties under Section 9.2 (Our Warranties), (ii) obtain a license for Your
continued use of that Service in accordance with this Agreement, or (iii) terminate Your subscriptions for
that Service upon 30 days’ written notice and refund You any prepaid fees covering the remainder of the
term of the terminated subscriptions. The above defense and indemnification obligations do not apply to
the extent a Claim Against You arises from Content, a Non-ChannelCRM Application or Your breach of this
Agreement.
10.2. Indemnification by You. You will defend Us against any claim, demand, suit or proceeding made or
brought against Us by a third party alleging that Your Data, or Your use of any Service or Content in breach
of this Agreement, infringes or misappropriates such third party’s intellectual property rights or violates
applicable law (a “Claim Against Us”), and will indemnify Us from any damages, attorney fees and costs
finally awarded against Us as a result of, or for any amounts paid by Us under a court-approved settlement
of, a Claim Against Us, provided We (a) promptly give You written notice of the Claim Against Us, (b) give
You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any
Claim Against Us unless it unconditionally releases Us of all liability), and (c) give You all reasonable
assistance, at Your expense.
10.3. Exclusive Remedy. This Section 10 states the indemnifying party’s sole liability to, and the
indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section
10.
11. LIMITATION OF LIABILITY
11.1 Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING
OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT ONE HUNDRED EURO (€ 100,-)
PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED
TO THIS AGREEMENT EXCEED WHICHEVER IS THE LOWER, EITHER THE TOTAL AMOUNT PAID BY CUSTOMER
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HEREUNDER OR FIVE HUNDRED EURO . THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN
CONTRACT OR TORT AND REGARDLESS OF THE
THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT CUSTOMER’S PAYMENT
OBLIGATIONS UNDER SECTION 6 (FEES AND PAYMENT FOR PURCHASED SERVICES).
11.2. Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY
LIABILITY TO THE OTHER PARTY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL,
INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN
CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT
PROHIBITED BY LAW.
12. TERM AND TERMINATION
12.1 Term of Agreement. This Agreement commences on the date You first accept it and continues until
all subscriptions hereunder have expired or have been terminated.
12.2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the
applicable Order Form. Except as otherwise specified in an Order Form, subscriptions will automatically
renew for additional periods equal to the expiring subscription term or one year (whichever is shorter),
unless either party gives the other notice of non-renewal at least 90 days before the end of the relevant
subscription term. The per-unit pricing during any automatic renewal term will be the same as that during
the immediately prior term unless We have given You written notice of a pricing increase at least 120 days
before the end of that prior term, in which case the pricing increase will be effective upon renewal and
thereafter.
12.3. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the
other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if
the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to
insolvency, receivership, liquidation or assignment for the benefit of creditors.
12.4. Refund or Payment upon Termination. If this Agreement is terminated by You in accordance with
Section 12.3 Termination, We will refund You any prepaid fees covering the remainder of the term of all
Order Forms after the effective date of termination. If this Agreement is terminated by Us in accordance
with Section 12.3, You will pay any unpaid fees covering the remainder of the term of all Order Forms. In
no event will termination relieve You of Your obligation to pay any fees payable to Us for the period prior to
the effective date of termination.
12.5. Your Data Portability and Deletion. Upon request by You made within 14 days after the effective
date of termination or expiration of this Agreement, We will make Your Data available to You for export or
download as provided in the Documentation. After that 14-day period, We will have no obligation to
maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in Our systems
or otherwise in Our possession or control as provided in the Documentation, unless legally prohibited.
12.6. Surviving Provisions. Sections 6 (Fees and Payment for Purchased Services), 7 (Proprietary Rights and
Licenses), 8 (Confidentiality), 9.3 (Disclaimers), 10 (Mutual Indemnification), 11 (Limitation of Liability), 12.4
(Refund or Payment upon Termination), 12.5 (Portability and Deletion of Your Data), 13 (Who You Are
Contracting With, Notices, Governing Law and Jurisdiction) and 14 (General Provisions) will survive any
termination or expiration of this Agreement.
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13. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
13.1. General. Who You are contracting with under this Agreement, who You should direct notices to under
this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and
which courts have jurisdiction over any such lawsuit, depend on where You are domiciled.
You are contracting with ChannelCRM A/S, CVR= 25470168
Notices should be addressed to ChannelCRM A/S, Diplomvej 381, 2800 Kgs. Lyngby, Denmark.
ALL notices should also be sent by email to: info@channelcrm.dk.
The governing law is Danish.
The court having exclusive jurisdiction is The Copenhagen Arbitration Court.
13.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions
and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal
delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed
facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient
for notices of termination or an indemnifiable claim). Billing-related notices to You shall be addressed to
the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant
Services system administrator designated by You.
13.3. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law
above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable
courts above.
14. GENERAL PROVISIONS
14.1. Export Compliance. The Services, Content, other technology We make available, and derivatives
thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each
party represents that it is not named on any U.S. government denied-party list. You shall not permit Users
to access or use any Service or Content in a U.S.-embargoed country (currently Cuba, Iran, North Korea,
Sudan or Syria) or in violation of any U.S. export law or regulation.
14.2. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback,
payment, gift, or thing of value from any of Our employees or agents in connection with this Agreement.
Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above
restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly
notify Our Legal Department at info@channelcrm.dk.
14.3 Entire Agreement and Order of Precedence. This Agreement is the entire agreement between You
and Us regarding Your use of Services and Content and supersedes all prior and contemporaneous
agreements, proposals or representations, written or oral, concerning its subject matter. No modification,
amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by
the party against whom the modification, amendment or waiver is to be asserted. The parties agree that
Master Subscription Agreement
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
Page 11 of 11
any term or condition stated in Your purchase order or in any other of Your order documentation
(excluding Order Forms) is void. In the event of any conflict or inconsistency among the following
documents, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3)
the Documentation.
14.4. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by
operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably
withheld); provided, however, either party may assign this Agreement in its entirety (including all Order
Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition,
corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a
party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a
direct competitor of the other party, then such other party may terminate this Agreement upon written
notice. In the event of such a termination, We will refund to You any prepaid fees covering the remainder
of the term of all subscriptions. Subject to the foregoing, this Agreement will bind and inure to the benefit
of the parties, their respective successors and permitted assigns.
14.5. Relationship of the Parties. The parties are independent contractors. This Agreement does not create
a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
14.6. Third-Party Beneficiaries. Our Content licensors shall have the benefit of Our rights and
protections hereunder with respect to the applicable Content. There are no other third-party beneficiaries
under this Agreement.
14.7. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute
a waiver of that right.
14.8. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be
contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement
will remain in effect.
14.9. Attorney Fees. You will pay on demand all of Our reasonable attorney fees and other costs incurred
by Us to collect any fees or charges due Us under this Agreement following Your breach of Section 6.2
(Invoicing and Payment).