This Master Subscription Agreement (further referred to as the "Agreement") governs the terms and conditions under which the InfoServ® CRM Product (as defined below) can be used.
The InfoServ® CRM Product is being made available by DAN electronic LTD to YOU on the condition that YOU agree to these terms and conditions.
If YOU register for a free trial or Beta version for OUR Product, the applicable provisions of this Agreement will also govern that free trial and Beta versions.
BY ACCEPTING THIS AGREEMENT, BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, YOU AGREE TO THE TERMS OF THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT. YOU CERTIFY THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH 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 PRODUCT. Violation of any of the terms below will result in the termination of this Agreement and YOUR access to the Product.
This is a subscription agreement and not an agreement for sale.
YOU may not access OUR Product if YOU are OUR direct competitor, except with OUR prior written consent. In addition, YOU may not access the Product for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement is effective between YOU and US as of the date of YOU accepting this Agreement.
Each party represents that it has validly entered into this Agreement and has the legal power to do so.
„Affiliates" 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.
"Agreement" means this Master Subscription Agreement.
"WE", "US" or "OUR" means DAN electronic company.
"YOU" or "YOUR" means the company or other legal entity for which YOU are accepting this Agreement.
"YOUR Data" means any data, information or material submitted by YOU, or stored by YOU in the InfoServ® CRM Product.
"YOUR Customer-Related Data" means data YOU store in the InfoServ® CRM Product, describing YOUR customers. YOUR Customer-Related Data is: (a) Firm Profile data (name, Firm ID, Firm Statuses, Address, Comment, National ID, VAT number, Bank, BIC, IBAN, Accountable Person, Employees, Web site/URL, Social media links, and data in custom fields); (b) Customer Profile data (name, Customer ID, Honorific, Job Title, Address, Comment, Customer Avatar, Customer Pictures, Customer Statuses, Web site/URL, Birthday, Personal ID, ID Card Number, ID Card Issue Date, ID Card Issued From, Phone, Email, Social media links, and data in custom field,); (c) Customer Groups (Group ID, Group Name, Firm UID and Name, and Customer UID and Name); (d) Contacts, i.e., communication history, (Contact Date, Phone/Email/File Name/Custom Contact No, Contact Type, Flag, Level, Measure, User, Customer UID and Name, Firm UID and Name, Recipient/Sender, Resource File Name, Custom Contact Attachment File, and Comment); (e) CRM Documents, i.e., document data collected with Document Management optional module, (Doc No, Doc Name, Description, Create and Last Edit Date, Creator, Doc Categories, Doc File Name, Resource Doc File Name, Doc File Version, Doc File Date, Doc File Size, Doc File Comment); (f) Sales, i.e., data collected with Sales Management optional module (Sale Number, Sale State, Sale Process Name, Current Stage; Status, Customer UID, Customer Name, Firm UID, Firm Name, Owner, User Creator, Date Create, Close Date, Next Follow Up; Lead Source, Rating, Topic, Total, Winning Competitor, Reason of Lose, standard and custom sales fields, stakeholders, teams members, competitors, quotes, orders, sale communication history); (g) Tickets, i.e., data collected with Ticket Management optional module (Ticket Number, Ticket Name, Template Name, Status, Priority, Date Create, Date Resolve/Close, Date Last Change, Assigned User, Assigned Group, Customer UID, Customer Name, Firm UID, Firm Name, User Creator, User Closed Ticket, Resolution, Problem Description, FCR, Resolved in SLA, Tags, participants, ticket communication history); (h) Resource Files (phone call voice recordings, sent and received emails, document files and pictures, custom contact forms, and web chat.
"InfoServ® CRM Product" or "Product" means the products and services that are ordered by YOU under a free trial or an Order Form and made available by US, including InfoServ® CRM Management Portal (available on management.infoserv.eu), InfoServ® CRM Desktop Applications (i.e., InfoServ® CRM Administrator, InfoServ® CRM Client, and InfoServ® CRM Phone Server), InfoServ® CRM Mobile Application, and Product Modifications and Content. The InfoServ® CRM Product is provided as a Subscription-based Service.
"Purchased Product" means the InfoServ® CRM Product YOU purchase under an order form, as distinguished from those provided pursuant to a free trial.
"Free Trial Product" means a version of the InfoServ® CRM Product provided free of charge for a Trial Period.
“Beta Product” means services, functionality, or application that may be made available to YOU to try at YOUR option at no additional charge which is clearly communicated as beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description.
"Trial Period" means the period of time during which YOU may access the Free Trial version of the InfoServ® CRM Product.
"Product Modifications" or "Modifications" means any work based on or incorporating all or any portion of the InfoServ® CRM Product, including, without limitation, modifications, enhancements and customizations to the Product. It also includes OUR Content (as defined below).
"Product Content" or "Content" means all provided via OUR gallery or developed by US upon YOUR request scripts (custom client profiles, custom contact scripts, ticket form scripts, etc.) and Documentation.
"Documentation" means OUR Product’s FAQ help and documentation, as updated from time to time, accessible via the InfoServ® CRM Product.
"Malicious Code" means code, files, scripts, agents, or programs intended to do harm (e.g., viruses, worms, time bombs, Trojan horses, etc.).
“Support Ticket” means a support request incident filed by YOU with respect to YOUR usage of the InfoServ® CRM Product.
“Response Time” refers to the amount of time it takes for US to acknowledge YOUR support request in a non-automated way. It is measured from the time a support incident is received until the time YOU are advised YOUR problem has been received and is being investigated.
"Subscription" means YOUR right to use the InfoServ® CRM Product for the Subscription Term, per the terms of the Agreement and the related Order Form(s).
"Subscription Term" means the period of time during which YOU may access the applicable InfoServ® CRM Product as set forth in an Order Form or Invoice, or based on a Free Trial.
"Subscription User" or "User" means an individual who is authorized by YOU to use the applicable InfoServ® CRM Product for which a Subscription has been purchased, and to whom YOU (or WE at YOUR request) have supplied a user identification and password. Subscription users shall also include Free Trial Product users. Depending on the access they provide, Users can be: “Desktop Users” (provide access to the InfoServ® CRM Client application), “Admin Users” (provide access to the InfoServ® CRM Administrator application),”Mobile Users” (provide access to the InfoServ® CRM Mobile application), and “Phone Users” (P provide access to the InfoServ® CRM Product via phone only).
"Order Form" means an ordering document specifying the Product to be provided that is entered into between YOU and US, including purchase orders, order notifications and order confirmation documents (either in writing or via the Web).
"Overdue amounts" means any unpaid charges specified in an Order Form.
"Sanctions" means all laws, regulations, restrictive measures to enforce economic, financial or commercial sanctions or other sanctions, imposed, applied, administered, enforced or publicly communicated by the United Nations (UN), the European Union, the United States of America, the United Kingdom / Italy / Federal Republic of Germany and/or any other government, official institution, body and/or agency with special jurisdiction over any Party and/or its affiliates;
„Sanctioned Country" means any country or other territory which is or whose management is subject to sanctions, for the country as a whole or for a specific territory;
"Sanctioned Person" means an entity or individual who is subject to sanctions, or is owned or controlled by another entity or individual subject to sanctions.
1. Free Trial Products
If YOU register on OUR website for a free trial, WE will make one or more functionalities available to YOU on a trial basis free of charge until the TRIAL PERIOD expires. The Free Trial terms and conditions are incorporated into the Agreement and are legally binding.
ANY DATA YOU ENTER INTO THE PRODUCT, AND ANY SETTINGS MADE TO IT BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST AFTER THE END OF THE TRIAL PERIOD. YOU CANNOT TRANSFER DATA ENTERED OR SETTINGS MADE DURING THE FREE TRIAL TO A PURCHASED PRODUCT.
DURING THE FREE TRIAL THE PRODUCT IS PROVIDED "AS-IS" WITHOUT ANY WARRANTY.
Please review the FAQ Help Pages and Documentation during the trial period so that YOU become familiar with the features and functionalities of the Product before YOU make YOUR purchase.
2. Beta Products
From time to time, WE may make Beta Products available to YOU at no charge. YOU may choose to try such Beta Products or not in YOUR sole discretion. Beta Products are intended for evaluation and testing purposes and not for production use. They are not supported, and may be subject to additional terms. Beta Products are not considered “Product” under this Agreement, however, all restrictions, OUR reservation of rights and YOUR obligations concerning the Product, shall apply equally to YOUR use of Beta Products. WE may discontinue Beta Products 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 Products.
ALL BETA PRODUCTS ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.
The parties acknowledge and agree that the terms and conditions contained in this Agreement will govern YOUR use of the InfoServ® CRM Product for the Subscription Term, unless explicitly stated otherwise in a written agreement between the parties.
UNLESS AND UNTIL YOU HAVE AGREED TO BE BOUND BY ALL OF THE TERMS OF THE AGREEMENT, YOU ARE NOT AUTHORIZED TO USE THE INFOSERV® CRM PRODUCT.
WE will (a) make the Product available to YOU pursuant to this Agreement and the applicable Order Forms, (b) provide OUR applicable for the selected subscription plan Standard Support Services to YOU at no additional charge, and (c) use commercially reasonable efforts to make the Product available 24 hours a day, 7 days a week, except for: (i) planned downtime of which WE shall give at least 8-hour email notice (YOU agree that WE shall not be liable for emails sent but not delivered to YOU or read by YOU), 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, Internet service provider failure or delay, third-party service provider failure or planned downtime, or denial of service attack.
WE will provide YOU with a key to allow access to the applicable InfoServ® CRM Product for the specific number of Subscription Users for which YOU have paid the applicable fees. YOU understand and agree that the InfoServ® CRM Product may not be accessed or used by more than the specified number of Subscription Users for which YOU have paid the applicable fees. Any circumvention of technical access and copy protection measures constitutes a material breach of this Agreement and a violation of laws.
Unless otherwise provided in Order Forms, (a) the InfoServ® CRM Product is purchased as subscription-based service, (b) additional Product features, user accounts, scripts, database storage, etc. (collectively "Add-ons") may be purchased during a subscription term at the then-current fees and conditions, (c) any add-ons purchased will terminate on the same date as the underlying subscription. Free Trial Products are not entitled to purchase Add-ons.
The Product is subject to usage limits, including, for example, the quantities specified in the Order Forms. Unless otherwise specified, (a) a quantity in an Order Form refers to Users, and the Product may not be accessed by more than that number of Users simultaneously, (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 Product.
YOU shall:
(a) be responsible for all Users’ compliance with the terms and conditions of this Agreement;
(b) be solely responsible for the accuracy, quality, integrity, and legality of YOUR Data and the means by which YOU acquire and use YOUR Data;
(c) use the InfoServ® CRM Product only in accordance with the applicable laws, rules, regulations (including, without limitation, export, data protection and privacy laws, rules and regulations) and any InfoServ® CRM Product documentation;
(d) use commercially reasonable efforts to prevent unauthorized access or use of the InfoServ® CRM Product, and
(e) notify US in writing immediately of (i) any unauthorized use of, or access to, the InfoServ® CRM Product or any User account or password thereof or (ii) any notice or charge of noncompliance with any applicable law, rule or regulation asserted or filed against YOU in connection with YOUR Data. For the avoidance of doubt, User accounts and passwords are specific to individual Users, and under no circumstances may User accounts or passwords be shared among or used by different Users.
YOU shall not, directly or indirectly:
(a) make the InfoServ® CRM Product (in part or in whole) available to, or use the InfoServ® CRM Product (in part or in whole) for the benefit of anyone other than YOU or YOUR Users;
(b) sell, license, sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to the InfoServ® CRM Product or any modified version or derivative work of the InfoServ® CRM Product created by or for YOU;
(c) provide the InfoServ® CRM Product, or any modified version or derivative work of the InfoServ® CRM Product created by or for YOU, on a timesharing, service bureau, outsourcing offering or other similar basis;
(d) permit direct or indirect access to or use of the InfoServ® CRM Product in a way that circumvents a contractual usage limit;
(e) remove or alter any copyright, mark, trademark or proprietary notice in the InfoServ® CRM Product;
(f) develop Forked Software;
(g) copy any features, functions or graphics of the InfoServ® CRM Product except as permitted herein or in the Documentation;
(h) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code of the InfoServ® CRM Product, or access it to build a competitive product or service; to build a product or service using similar ideas, features, functions or graphics of the Product; to copy any ideas, features, functions or graphics of the Product; or to determine whether the Services are within the scope of any patent;
(i) use the InfoServ® CRM Product to send, store or transmit, or authorize a third party to send, store or transmit spam, infringing, libelous, or otherwise unlawful or tortious material or Malicious Code, or to store or transmit material in violation of third-party privacy rights;
(j) attempt to gain unauthorized access to, or disrupt the integrity or performance of, the InfoServ® CRM Product, the Data contained therein, or its related systems or networks;
(k) use any Intellectual Property Rights protected by applicable laws and contained in or accessible through the InfoServ® CRM Product for the purpose of building a competitive product or service or copying its features or user interface;
(l) use the InfoServ® CRM Product, or permit it to be used, for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without OUR prior written consent;
(m) interfere with or disrupt the integrity or performance of any part or the whole InfoServ® CRM Product or third-party data contained therein, or
(n) use the InfoServ® CRM Product to violate the rights of others, spam or distribute malware, or to try to gain unauthorized access to or disrupt any service, device, data, account, or network.
WE reserve the right to make Modifications to the InfoServ® CRM Product or particular features or functionalities of the Product, from time to time, at OUR sole discretion. WE will exercise reasonable commercial efforts to notify YOU of any such Product Modifications, provided however, that WE will not have any liability for failure to provide such notice.
YOU understand and acknowledge that WE regularly retire older versions of the InfoServ® CRM Product and that Support Services on older versions of the Product are not provided.
The InfoServ® CRM Product is provided “AS-IS”, with features, functionalities, and capabilities available in the Product at the time of purchase. Please review the FAQ Help Pages and Documentation in the InfoServ® CRM Free Trial Product so that YOU become familiar with the features and functionalities available before YOU make YOUR purchase.
YOU agree that YOUR purchases are not contingent on the delivery of any future functionality or features, or dependent on any oral or written comments (public or private) made by US regarding future functionality or features.
YOU own and retain all Intellectual Property Rights in and to YOUR Data.
WE will comply with all laws and regulations applicable to OUR provision of the InfoServ® CRM Product. However, WE are not responsible for compliance with any laws or regulations applicable to YOU or YOUR industry which are not generally applicable to information technology service providers. WE do not determine whether YOUR DATA includes information subject to any specific law or regulation.
YOU must comply with all laws and regulations to YOUR use of the InfoServ® CRM Product, including laws related to privacy, Personal Data, biometric data, data protection and confidentiality of communication. YOU are responsible for implementing and maintaining privacy protections and security measures for components that YOU provide or control determining whether the InfoServ® CRM Product is appropriate for storage and processing of YOUR Data, subject to any specific law or regulation, and for using the InfoServ® CRM Product in a manner consistent with YOUR legal and regulatory obligations. YOU are responsible for responding to any request from a third party regarding YOUR use of the InfoServ® CRM Product, including a request to take down content under an applicable law or regulation.
WE shall not (a) modify YOUR Data, or (b) disclose YOUR Data except as compelled by law, as expressly set forth in this Agreement or as otherwise permitted in writing by YOU.
WE will not disclose YOUR Data to law enforcement unless required by law. If law enforcement contacts US with a demand for YOUR Data, WE will attempt to redirect the law enforcement agency to request that data directly from YOU. If compelled to disclose YOUR Data to law enforcement, WE will promptly notify YOU unless legally prohibited from doing so.
Upon receipt of any other third-party request for YOUR Data, WE will promptly notify YOU unless prohibited by law. WE will reject the request unless required by law to comply. If the request is valid, WE will attempt to redirect the third party to request the data directly from YOU. In support of the above, WE may provide YOUR basic contact information to the third party.
YOU grant US the right to use, access and process YOUR Data solely to the extent necessary for US to provide the InfoServ® CRM Product to YOU, including, without limitation to address technical issues or at YOUR request, in connection with providing Support Services to YOU.
WE agree not to use, access, disclose or process any of YOUR Data, except (a) to perform the obligations under this Agreement, (b) comply with applicable laws, and (c) in accordance with OUR Privacy Policy.
WE will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of YOUR Data. 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 Product and prevent or address technical problems, (b) as compelled by law, or (c) as YOU expressly permit in writing.
WE will have in place and will maintain throughout the Subscription Term appropriate technical and organizational measures against accidental or unauthorized destruction, loss, alteration or disclosure of YOUR Data, and adequate security programs and procedures to ensure that unauthorized persons will not have access to any equipment used to process the Data.
The communication between the InfoServ® CRM Client-based software applications (i.e., InfoServ® CRM Administrator, InfoServ® CRM Client, InfoServ® CRM Phone Server, InfoServ® CRM Mobile Application, and InfoServ® CRM Management Portal) and the InfoServ® CRM Server-based software applications is encrypted.
Please understand, however, that no security system is impenetrable and that transmissions over the Internet are never 100% secure or error-free. WE cannot guarantee security, or that the information YOU supply will not be intercepted while being transmitted to and from US over the Internet. Therefore, YOU acknowledge and agree that WE assume no liability regarding the theft, loss, alteration, or misuse of information, including, without limitation, such Information that has been provided to third parties or other users, or with regards to the failure of a third party to abide by the agreement between US and such third party.
Except with respect to a Free Trial Product or Beta Product, to the extent that WE process any Personal Data (as defined in the Data Processing Addendum, i.e., DPA) contained in YOUR Data, in the provision of the Product, the terms of the Data Processing Addendum, which are hereby incorporated by reference, shall apply and the parties agree to comply with such terms.
During the Subscription Term, if YOU are in compliance with the terms and conditions of the Agreement, WE shall provide automatic updates to YOUR instance of the InfoServ® CRM Product with Software Releases, which either fix known defects and/or introduce new or modified application behavior or change the available features or functionality of the Product. Software releases are mandatory for all Products.
The maximum file and database storage space (collectively "storage") will be determined based on the InfoServ® CRM Product Subscription plan purchased by YOU (the "Storage Limit"). If the amount of storage required by YOU exceeds the Storage Limit, YOU shall be provided the option to purchase additional file and/or database storage space at the then-current storage fees for such excess use. It is YOUR responsibility to regularly monitor your storage usage.
If within 30 (thirty) days of the effective date of expiration or termination of the Subscription (the "Post-Term Period"), YOU request in writing to be provided with a copy of YOUR Customer-Related Data, WE agree to export such data from the servers within 15 (fifteen) business days of the submitted request. YOU will be provided a period of 7 (seven) business days to download the exported copy of YOUR Customer-Related Data. Upon expiration of the Post-Term Period or after the requested copy is provided to YOU, whichever occurs first, WE will have no further obligation to maintain for or provide to YOU any of YOUR Data, and in accordance with the timeframes specified in the Data Processing Addendum, will thereafter delete or destroy all copies of YOUR Data in OUR systems or otherwise in OUR possession or control, unless legally prohibited.
YOU agree to allow US to store and use YOUR contact information, including but not limited to company and contact persons names, phone numbers, web sites, and email addresses, anywhere WE do business. Such information will be processed and used in connection with OUR business relationship, and may be provided to contractors acting on OUR behalf, OUR business partners who promote, market and support OUR Products, and OUR assignees and its subsidiaries for uses consistent with OUR business relationship. WE may also include YOUR company name, web site, and logo on customer lists and/or OUR web sites and social media profiles, in brochures, presentations, price offers and related documents.
Standard Support Services
During the Subscription Term, and at no additional charge, YOU are entitled to OUR Standard Support Services with respect to YOUR use of the InfoServ® CRM Product. Trial Products and Beta Products are not entitled to Support Services.
The type (Knowledgebase, Email, Live Chat) and quantity of Standard Support Services (measured in number of Support Tickets) available to YOU are determined based on the InfoServ® CRM Product Subscription plan purchased by YOU and are indicated at the following URL https://www.infoserv.eu/Store/Pricing (see InfoServ Technical Support). YOU can file a Support Ticket via the Built-in Support Portal in the InfoServ® CRM Management Portal, or via email (crmsupport@infoserv.eu).
WE will respond to YOUR Standard Support Services requests on a timely basis based on the issue severity:
(a) Critical - the highest severity level and is assigned for to all tickets where YOUR InfoServ® CRM Product is not available for all users and no workaround is immediately available; First Response times are up to: 6 business hours.
(b) Major – a major functionality in YOUR InfoServ® CRM Product is severely impaired for all users, operations can continue in a restricted fashion, and a temporary workaround is available. First Response times are up to: 8 business hours.
(c) Minor – a major functionality in YOUR InfoServ® CRM Product is severely impaired for only subset of users, or a partial, non-critical loss of functionality in YOUR InfoServ® CRM Product; operations can continue with a restricted fashion with no major impact on operations. First Response times are up to: 16 business hours.
(d) General Usage – support tickets not related to problems and technical issues with YOUR InfoServ® CRM Product, but rather related to general usage questions, cosmetic issues, issues related to the Product documentations, etc. First Response times are up to: 24 business hours.
If the amount of support tickets required by YOU exceeds the Standard Number of Support Tickets provided for YOUR InfoServ® CRM Product, YOU shall be provided the option to purchase additional support tickets at the then-current prices.
Premium Support Services
During the Subscription Term, and at additional charge, YOU can add Phone and Remote Assistance Support with respect to YOUR use of the InfoServ® CRM Product.
The purchase of Phone and Remote Assistance Support allow you to discuss support needs and technical issues with our tech specialists by phone and receive Remote Assistance via Zoom when appropriate. Additionally, with Phone and Remote Assistance Support you receive priority First Response times of up to 3 business hours for Critical, Major and Minor issues, as well as unlimited number of Support Tickets for YOUR Subscription Term.
Please note, that once Phone and Remote Assistance Support is added to YOUR InfoServ® CRM Product, it will be automatically included upon Subscription Renewal and cannot be removed from YOUR Subscription.
WE provide Standard and Premium Support Services to YOU during OUR business hours: Monday to Friday, 9:00 – 18:00 (Eastern European Time (EET: GMT+2)/ Eastern European Summer Time (EEST: GMT+3)) except for Bulgaria’s national holidays.
All copyrights and ownership rights in and to the InfoServ® CRM Product, which includes the Software, and all Intellectual Property rights therein, and the right to use the title and registered mark InfoServ® in Bulgaria and/or other countries, are and shall at all times remain exclusively owned by DAN electronic and its Affiliates and licensors. YOU shall not (and shall ensure that Third Parties do not) challenge, or assist any person or entity in challenging, DAN electronic’s right, title, and interest in the DAN electronic Intellectual Property. Any open source software that may be delivered by US embedded in or in association with OUR Product is provided pursuant to the open source license applicable to the software and subject to the disclaimers and limitations on liability set forth in such license.
All copyrights and Intellectual Property of the InfoServ® CRM Product are owned by DAN electronic. DAN electronic has the exclusive rights of sole owner and distributor of the InfoServ® CRM Product. All techniques, algorithms and processes used in the Product, subject to the present Agreement, are intellectual property of DAN electronic. All Product Modifications including those individually ordered by YOU are also intellectual property of DAN electronic.
YOU hereby assign to DAN electronic all right, title and interest worldwide in the Intellectual Property Rights embodied in any and all Modifications. To the extent any of the rights, title and interest are not assignable by YOU to US, YOU grant and agree to grant US an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sub-licenses) under YOUR Intellectual Property Rights to use, disclose, reproduce, license, sell, offer for sale, distribute, import and otherwise exploit the Modifications in OUR discretion, without restriction or obligation of any kind or nature. Except as explicitly stated otherwise in this Agreement, DAN electronic retains all of its right, title and ownership interest in and to the InfoServ® CRM Product, and no other Intellectual Property Rights or license rights are granted by DAN electronic to YOU under this Agreement, either expressly or by implication.
Nothing shall inhibit, hamper, encumber or otherwise impede DAN electronic’s freedom to create Modifications or improve, extend and/or modify any and all of the InfoServ® CRM Product.
YOU or YOUR Subscription Users may, from time to time, provide suggestions, recommendations, corrections, enhancement or feature requests or other feedback to US with respect to the InfoServ® CRM Product (collectively, "Feedback"). YOU agree that all Feedback is and shall be given by YOU entirely voluntarily, and that DAN electronic shall be free to use, disclose, reproduce, license or otherwise distribute and exploit the Feedback in its discretion, without restriction or obligation of any kind or nature. Feedback, even if designated as confidential by YOU, shall not create any obligation of confidentiality for US, unless WE expressly agree so in writing.
YOU grant US and OUR partners a worldwide, limited-term right to host, copy, transmit and display YOUR Data, as necessary for US to provide the Product in accordance with this Agreement. Subject to the limited right granted herein, WE acquire no right, title or interest from YOU under this Agreement in or to YOUR Data.
YOU agree to pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (a) fees will be fixed during the Subscription Term set forth in such Order Form, (b) fees are quoted and payable in Euro, (c) fees are based on Product purchased and not actual usage (even if actual usage is lower), (d) purchase orders, subscription renewal orders, and payment obligations are non-cancelable and fees paid are non-refundable, and (e) quantities purchased cannot be decreased during the relevant Subscription Term.
Fees are due at the time of submitting the order. If the full payment specified in the Order Form is not received by US within 30 days from the order date, the order is considered canceled and YOUR profile and subscription will be permanently lost (including any data already entered into the InfoServ® CRM Product).
YOU are responsible for providing complete and accurate license holder, billing, invoicing and contact information to US and notifying US of any changes to such information. If at any time WE are unable to verify YOUR identity based on the information YOU provide, WE will notify and request YOU to provide evidence of YOUR identity.
Additional Subscription Users and Add-ons can be added to the current subscription at the then-current Subscription fees and conditions (specifically indicated during the purchase). The Subscription Term for the additional Subscription User and Add-ons will terminate on the same date as the pre-existing Subscription.
Please note, that Purchase Orders are non-cancellable and once orders are placed, they cannot be changed!
Subscription renewals are not automatic. A subscription can be renewed 30 days before its Subscription Term date. If at the Subscription Term date a renewal was not made, YOUR access to the InfoServ® CRM Product will be temporarily denied for a grace period of 14 days. If within the grace period YOUR Subscription is not renewed, YOUR access to the InfoServ® CRM Product will be permanently terminated and all data and settings will be lost.
Subscription renewal is performed via the InfoServ® CRM Management Portal (part of the InfoServ® CRM Product suite of applications) which will reflect the then-current fees required for renewal and Agreement terms, as well as all options for upgrade and downgrade of the Subscription.
Please note, Subscription plans cannot be downgraded. Upon Subscription Renewal YOU are allowed to downgrade YOUR Subscription ONLY in terms of Desktop Users and email accounts included, subject to an applicable minimum for the selected Subscription plan.
Please note, that Subscription Renewals are non-cancellable and once a Subscription Renewal Order is placed, it cannot be changed!
YOU understand and agree that the number of Subscription Users purchased (with an initial Subscription or with a Subscription renewal) cannot be decreased during the relevant Subscription Term set forth in such Order Form.
If any Order Form amount is not received by US (whether in full or in part) by the due date, then without limiting OUR rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% 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. If any charge owed by YOU to US is thirty (30) days or more overdue, WE may, without limiting OUR other right and remedies, suspend Product usage (See Section "G.7. Fees and Payments / Suspension of Product Usage" below).
Unless otherwise provided, OUR fees in quotes or Order Forms 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 payment and reimbursement of all Taxes associated with YOUR purchases hereunder.
Upon OUR request, YOU shall provide US with a written report in a provided by US format regarding the InfoServ® CRM Product being utilized by YOU and the number of Subscription Users authorized to use the Product. The report should be delivered to US no later than five (5) business days after the request has been made by US.
If YOU have more Subscription Users than YOU have paid for or YOU have gained access to functionalities and services that YOU have not paid for, YOU shall immediately pay the applicable fees for such additional Subscription Users and functionalities, commencing on the effective date of the applicable Order Form through the remainder of the then current Subscription Term, in addition to reasonable costs incurred by US associated with reviewing such records.
If the full payment specified in an Order Form is not received by US within 30 days from the order date, the order is considered canceled and YOUR profile and subscription will be permanently lost (including any data already entered into the InfoServ® CRM Product).
WE have the right to suspend YOUR Product Usage if YOU exceed YOUR Database and/or File Storage (collectively “storage”). The Product Usage suspension will continue until either YOU purchase additional storage, or YOUR Storage Usage is reduced below the applicable for your Subscription Plan Storage Limit, whichever occurs first, in which case we agree to resume YOUR product usage within 5 (five) business days. If your service was suspended due to shortage of YOUR storage, WE shall not be responsible for not providing the service during the product usage suspension period, and shall not be liable for any compensation.
Orders (Initial subscription, subscription renewal, and all additional purchase orders), unless otherwise specified, are delivered within 5 (five) business days of receiving full payment.
This Agreement commences on the date YOU first accept it and continues until YOUR Subscription Term has expired or has been terminated. The Term of each Purchased Subscription shall be as specified in the applicable Order Form or Invoice.
Each party may terminate this Agreement 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.
If YOU provide US with incomplete and/or inaccurate license holder, billing, invoicing, and/or contact information, or YOU do not notify US in a timely manner of any changes to such information, WE have the right to terminate this Agreement.
If at any time WE are unable to verify YOUR identity based on the information YOU provide, WE will notify and request YOU to provide evidence of YOUR identity. If YOU are unable to provide such evidence within 5 days of OUR request, WE have the right to terminate this Agreement, cancel YOUR order and subscription.
If this Agreement is terminated by YOU in accordance with Section "H.2. Term and Termination / Termination in case of Bankruptcy", WE will make no refunds of payments.
If this Agreement is terminated by US in accordance with Section "H.2. Term and Termination / Termination in case of Bankruptcy", YOU will be entitled to a refund of the pro rata portion of fees associated with the remainder of the Subscription Term. 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.
Sections "E.12. Use of the InfoServ® CRM Product / YOUR Data Post Termination or Expiration", "F. Proprietary Rights and Ownership", "G. Fees and Payment", "I.2. Warranties and Disclaimers / Disclaimers", "J. Confidentiality", "K. Limitation of Liability", and "M. General Provisions" will survive any termination or expiration of this Agreement.
WE warrant that (a) WE will not materially decrease the overall security of the Purchased Product during a Subscription Term, (b) the InfoServ® CRM Product will perform materially in accordance with the applicable Documentation, and (c) WE will use commercially reasonable measures to detect whether the InfoServ® CRM Product contains any Malicious Code.
If the InfoServ® CRM Product does not conform to the warranty specified in this Section under (b) and (c) above, YOU must notify US within fifteen (15) days of the breach of warranty, and WE agree to use commercially reasonable efforts to cure the non-conforming portions of the Product before YOU pursue any other remedies. WE shall not be responsible for any non-compliance with this warranty resulting from or caused by any Malicious Code present in YOUR Data made available to US by YOU.
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 TRIAL AND BETA VERSIONS 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. THE INFOSERV® CRM PRODUCT MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND/OR YOUR INFRASTRUCTURE, AND WE ARE NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES.
"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally 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 OUR Product, 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 (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (c) is received from a third party without breach of any obligation owed to the Disclosing Party, or (d) was independently developed by the Receiving Party.
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) (a) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (b) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party, or (c) as such disclosure may be required by law or governmental regulation. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than legal counsel and accountants without the other party’s prior written consent.
EXCEPT FOR A BREACH BY YOU OF SECTIONS "B. REPRESENTATIONS", "E.5. USE OF THE INFOSERV® CRM PRODUCT / USAGE LIMITS", "E.6. USE OF THE INFOSERV® CRM PRODUCT / YOUR RESPONSIBILITIES", OR "E.7. USE OF THE INFOSERV® CRM PRODUCT / YOUR RESTRICTIONS", IN NO EVENT SHALL EITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 6 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. THE FOREGOING SHALL NOT LIMIT YOUR PAYMENT OBLIGATIONS UNDER SECTION "G. FEES AND PAYMENTS.
EXCEPT FOR A BREACH BY YOU OF SECTIONS "B. REPRESENTATIONS", "E.5. USE OF THE INFOSERV® CRM PRODUCT / USAGE LIMITS", "E.6. USE OF THE INFOSERV® CRM PRODUCT / YOUR RESPONSIBILITIES", OR "E.7. USE OF THE INFOSERV® CRM PRODUCT / YOUR RESTRICTIONS", IN NO EVENT SHALL 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 SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
In compliance with the mandatory requirements of the EU, the Rules for the Limitation of Relations with Countries, Sectors, Individuals and Legal Entities, subject to Financial Sanctions imposed by OFAC, the EU, and the UN, as well as the measures applied by the International Community to counter terrorism, prevent money laundering and finance sanctioned persons or groups involved in such actions, the parties agreed that:
(a) To the best of their knowledge, none of them, or any of the companies of the Group to which the party belongs, or any of its representatives, is currently subject to any financial sanctions, within the meaning of the measures and restrictions cited above, is a sanctioned person, nor is in violation of any sanctions, in accordance with international requirements, and
(b) To the best of their knowledge, the services provided with the Agreement do not originate from activities with any person, or in any country or territory, which at the time of the provision is a sanctioned person or a sanctioned country, within the meaning of the measures cited above, or from activities carried out in violation of the sanctions of the international community.
Each party hereby undertakes to immediately notify the other party in the event of any change in the circumstances described above. In case any of the parties, the companies from the group to which the respective party belongs and / or their representatives become sanctioned persons within the meaning of definitions in Section C. Definitions, the party in good standing has the right to terminate the Agreement immediately without notice and without payment of any amount representing compensation and/or penalty for termination of the Agreement.
YOU acknowledge and agree that the InfoServ® CRM Product may be subject to all applicable export control laws and regulations, and agrees to strictly comply with them.
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 legal@infoserv.eu.
Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party. 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. Any attempted assignment in breach of this Section "M.3. General Provisions / Assignment" shall be void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors, and permitted assigns.
This Agreement represents the entire agreement between YOU and US regarding YOUR use of the InfoServ® CRM Product, and supersedes all prior discussions, emails, and/or agreements including requests for proposals ("RFP"), written or oral, concerning its subject matter.
To the extent there is a conflict between this Agreement and any additional or inconsistent terms, including any pre-printed terms on a purchase order, the order of precedence shall be: (1) the applicable Order Form, (2) this Agreement, and (3) the Documentation.
DAN electronic and YOU are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, sales representative or employment relationship between the parties.
There are no third-party beneficiaries to this Agreement.
This Agreement will be governed by and construed in accordance with the laws of the Republic of Bulgaria applicable therein. The parties agree that the court of competent jurisdiction for all disputes related to this Agreement will be Rousse, Bulgaria.
In any action related to this Agreement, if any party is successful in obtaining some or all of the relief it is seeking or in defending against the action, the other party shall pay, on demand, the prevailing party’s reasonable attorneys’ fees and reasonable costs.
Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations) due to circumstances beyond such party's reasonable control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, service disruptions involving hardware, software or power systems not within such party's reasonable control, and denial of service attacks.
The Agreement and any Order Forms (the "Collective Agreements") entered into between YOU and US shall be in English. Any translations of the Collective Agreements that WE may provide to YOU, are for YOUR convenience only, and in all cases, unless otherwise prohibited by law, the English version of the Collective Agreements will govern the relationship between the parties. For the avoidance of doubt, if there is any contradiction between the English language version of the Collective Agreements and the translations, the English language version of the Collective Agreements will govern.
Notices regarding this Agreement shall be in writing and addressed to YOU at the address YOU provide, or, in the case of DAN electronic, when addressed to: DAN electronic LTD, Attn. Legal Department, 8 Konstantin Irechek Street, Rousse 7000, Bulgaria. Notices regarding the InfoServ® CRM Product in general may be given by electronic mail to YOUR email address on record with US.
No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.
If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be deemed null and void, and the remaining provisions of this Agreement will remain in effect.