This SaaS Agreement (“the Agreement”) is entered into today (“Effective Date”) for the ordered termed period (“Agreement Duration”) between the Customer (“Customer”)

and

CRM.COM Software Ltd whose principal place of business is 91 Waterloo Road, SE1 8RT London, UK (“CRM.COM”)

WHEREAS

Customer wishes to obtain Software as a Service and Support Services from CRM.COM on the terms and subject to the conditions below.

NOW, THEREFORE, the parties agree as follows:

Definitions

“Named User” means the person(s), identified by name in the software, within the Customer organisation or any partner organisation that load, utilise or display the Software, to serve the Customer’s computing needs;

“Contact” means a physical person or commercial company with a non-deleted contact record created in the software;

“Active Contact” means a contact having at least one active account (lifecycle status is active) OR has done at least 1 transaction in the software the last 12 months

 “Transaction” means any one of a lead, service request, activity, communication, order, debit, credit created in the software;

“Software” means the computer program(s) specified in Schedule A as supplied and updated by CRM.COM;

“Application Service” means the provision of the Software specified in Schedule A, provided as a software as a service by CRM.COM and support services to be provided by CRM.COM

“Application Service onboard process” means the self service process where the Customer, during the initial setup sign-up or at any time during the Agreement duration, orders the service

“Application Service Fee” means the fees specified during the Application Service onboard process payable by the Customer to CRM.COM in respect of the Application Service;

“Agreement Duration” means the period ordered by the Customer during the Application Service onboard process or the auto-renewed period in the case the customer selects an auto renew option

“Customer” means the Company registered in a self service flow during the Application Service onboard process;

“Support” means the support services provided to the Customer Case Registry Contacts.

A “Major Release” means a set of software of the same application in which substantial new functionality or other substantial changes are made.

A “Release” means a set of software in which small functional enhancements have been included.

An “Update” means a set of software in which detected shortcomings are being remedied.

“Confidential Information” means this Agreement, any additions or amendments to it, all Software listings and documentation, information, data drawing, benchmark tests, specifications, trade secrets and know how, implementation models and project management models, source code, object code and machine-readable copies of or relating to the Software, and any other proprietary information supplied to the Customer by CRM.COM or its agents; as well as any Customer information and all business data regarding their products, services, policies, procedures, and business rules provided to CRM.COM;

1. General and Commercial
   
   1.1 Starting from the effective date, CRM.COM shall invoice on a termed basis and make the Application Service and Support available for the Agreement Duration until when the Customer gives CRM.COM at least the rest of the period notice that the Application Service is no longer to be provided.
   
   1.2 Invoicing is termed based on the specific commercial terms between CRM.COM and the Customer. Invoices must be paid and settled by their due date and if not CRM.COM reserves the right to make the Application Service or Support unavailable until the due invoices are fully settled.
   
   1.3 It is strongly stated that the Application Service and Support fees for the entire Agreement period and anniversaries thereof and until terminated as specified in this agreement are due and will be invoiced by CRM.COM, irrespective of any payment delays.
   
   1.4 Public Announcements
   
   1.4.1 CRM.COM can announce and indicate that the Customer is a customer of CRM.COM without any prior consent or approval. Subject to the prior written consent of the Customer, CRM.COM may disclose non sensitive project details in press releases, product brochures and financial reports.
   
   1.5 CRM.COM may provide optional setup services and in such case these will be defined as a Statement of Works (SoWs) or proposals or quotations provided separately as service requests or orders. In both cases the terms and conditions of these services are defined in Appendix 1, Service Delivery Terms and Conditions
   
   1.6 CRM.COM will provide support during support hours, and in accordance with the terms of this Agreement, in the form of
   
   1.6.1 maintenance of the software including applying critical Updates of the Software;
   
   1.6.2 remote assistance to resolve Quality Related Calls and Knowledge Related Calls (as defined in paragraph 2.10.1 of this Schedule) with corrections provided to the system
   
   1.7 Support Hours
   
   1.7.1 Support will be available from Monday to Friday between the hours of 09.00 to 17.00 (London, UK local time) excluding UK national holidays.
   
   1.7.2 Optionally CRM.COM offers 24×7 support where for critical and urgent support category errors the response, investigation and resolution times apply on a 24x7x365 basis. In this case the Support Hours are 24x7x365. This service can be ordered as an option during the Application Service onboard process.
   
   
2. Application Service Description
   
   2.1 CRM.COM will during the continuance of this Agreement make available the Software as a Service specified in Schedule A with the service level terms specified in this agreement and any separately provided SoWs to schedule A
   
   2.2 CRM.COM will use commercially reasonable efforts to have the Application Service available with a yearly uptime percentage of at least 99.96% (calculated by subtracting from 100% the minutes downtime in a year against total minutes in one year).
   
   2.3 Issue and upgrade the system with any Major Releases, Releases or Updates of the Software, when and if they are released.
   
   2.4 Inform the customer prior to any planned downtime
   
   2.5 Testing services and custom code adjustments are separately charged under a SoWs
   
   

   In addition, CRM.COM will provide:

   2.6 known defect repairs;
   
   2.7 incremental product support and compatibility Releases, and may include functional and performance improvements;
   
   2.8 up-to-date software manuals in electronic form
   
   2.9 Backup
   
   2.9.1 maintain a current backup copy of all programs and data with a minimum frequency of backup runs defined as every 24 hours;
   
   2.10 Telephone and/or Remote Assistance
   
   2.10.1 COM will provide during support service hours, assistance by telephone and email or other electronic mode in respect of the Software, including:
   
   2.10.1.1 clarification of functions and features of the Software;
   
   2.10.1.2 guidance in the operation of the Software;
   
   2.10.1.3 error verification, analysis and correction by telephone and/or remote connection.
   
   2.11 Nature of Support Calls
   
   2.11.1 Support provided by CRM.COM shall be limited to calls of the nature of either:
   
   2.11.1.1 “Quality Related Calls” relating to a perceived or identified error in the Software attributable to CRM.COM and not previously identified or described by CRM.COM in communications with the Customer. Errors attributable to CRM.COM shall be those that are reproducible on an unmodified version of the Software; or
   
   2.11.1.2 “Knowledge Related Calls” relating to the use or implementation of the software or a request for clarification or guidance concerning the software where such a request could not have been answered by a Customer staff member trained in the use of the Software including clarification of functions and features, clarification of documentation, guidance in the operation of the software, error verification, analysis and correction by telephone and/or remote access.
   
   2.11.2 Support for Knowledge Related Calls by CRM.COM shall be limited to a maximum of 1 hours or 2 calls, whichever occurs first, per calendar month.
   
   2.12 Support Call Categories
   
   2.12.1 Support Category 1: Critical means that the Customer’s live system is at a halt and unable to process data through the Software as a result of a catastrophic event in the system database or Software, or a major application failure in a critical processing period;
   
   2.12.2 Support Call Category 2: Urgent means a problem in the Software which causes serious disruption of a major business function and which can not be (temporarily) solved by a work-around;
   
   2.12.3 Support Call Category 3: Normal means any of the following i) a non-critical problem in the Software where the Customer is able to continue to run the system and/or application or a workaround is available, ii) a reported problem in the Software that does not qualify as a Category 1 or 2; and
   
   2.13 Support Call Category 4: Low means all “knowledge related calls”.

   2.14 Response Time
   
   2.14.1 COM shall make all reasonable endeavours to ensure that the elapsed time between the receipt of a Support Call and the time at which CRM.COM begins support as verified by a verbal or written confirmation to the Customer, does not exceed:
   
   2.14.1.1  in relation to Category 1 Support Calls, 4 hours
   
   2.14.1.2 in relation to Category 2 Support Calls, 8 hours
   
   2.14.1.3 in relation to Category 3 Support Calls, 48 hours; and
   
   2.14.1.4 in relation to Category 4 Support Calls, 72 hours
   
   
3. The Customers Responsibilities
   
   The Customer shall, at its own expense:
   
   3.1.1 implement procedures for safely handling user names and passwords;
   
   3.1.2 document and promptly report all detected errors or malfunctions of the Software to CRM.COM;
   
   3.1.3 properly train its personnel in the use and application of the Software;
   
   3.1.4 appoint two (2) individuals who are knowledgeable in the operation of the Software to serve as primary contacts between the Customer and CRM.COM regarding the registry and report of Support Calls (Case Registry Contacts). All of the Customers’ Support inquiries shall be initialized through these contacts.  The Customer shall notify CRM.COM as soon as is reasonably practicable of any change in the identify of these two contacts; and
   
   3.1.5 comply with CRM.COM’s current procedure from time to time for call logging.
   
   
4. Exclusions
   
   4.1 The Support Fee does not include services requested as a result of, or with respect to causes, which are not attributable to CRM.COM. Where CRM.COM agrees to provide such services, they will be billed to Customer at CRM.COM’s current rates from time to time.  Causes which are not attributable to CRM.COM include but are not limited to:
   
   4.1.1 improper use of the Software that deviates from any operating procedures established by CRM.COM in the applicable User Manual;
   
   4.1.2 modification, customisation, alteration or addition or attempted modification, customisation, alteration or addition of the Software undertaken by any person other than CRM.COM;
   
   4.1.3 software programs made by Customer or other parties;
   
   4.1.4 software programs that have not been used in accordance with the instructions issued for its use or have been used by untrained personnel where a specific level of training is required for proper usage; and
   
   4.2 The Support specifically excludes:
   
   4.2.1 Guaranteed time defect resolution;
   
   4.2.2 modifications and enhancements to the Software beyond the scope of this schedule; such modifications do not include the parameterisation of standard software. Modification implies the extension of the database or the development of new screens and /or modules.
   
   4.2.3 reported errors which are not demonstrable.
   
   
5. Confidential Information
   
   5.1 The Parties acknowledge that the Confidential Information constitutes valuable trade secrets and agrees that it shall use the Confidential Information solely in accordance with the provisions of this Agreement and will not disclose, or permit to be disclosed, the same, directly or indirectly, to any third party without the other party’s prior written consent. The parties may disclose Confidential Information if required by law to do so provided that it shall give the other party  notice in writing of such intended disclosure as soon as is reasonably practicable.
   
   5.2 The restrictions in Clause 1 shall not apply to the extent that information is (a) at the date of this Agreement, or becomes hereafter, public knowledge through no fault of the Customer, (b) obtained from third parties without restrictions on disclosure, or (c) independently developed without use of or reference to the Confidential Information.
   
   5.3 Termination
   
   

   Either party will be entitled to terminate this contract with immediate effect:

   (i) if the other party becomes insolvent or unable to pay debts as they come due, or ceases to so pay or makes an assignment for the benefit of creditors; or

   (ii) if the other party is dissolved or liquidated or any formal process is instigated to effect dissolution or liquidation, or

   (iii) if the other party makes an unauthorised attempt to assign, delegate, sub-licence or otherwise transfer any of its rights or obligations under this agreement, and it should be stated that no party should refuse such an attempt without strong commercial and technical reasons, or

   (iv) if either party commits a material breach, or other repeated breaches of the Agreement.
   
   

6. Intellectual Property

   
   “Intellectual Property” means patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all existing and future rights capable of present assignment, applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

   Each party will in good faith retain its own Intellectual Property as broadly defined. In particular, (1) the Software is the Intellectual Property of CRM.COM and (2) all information collected in relation to Logged On Users, Subscribers, Active Subscribers and Participants and any other equivalent parties will be and will remain at all times the Intellectual Property of the Customer.

   At the end of the Agreement Duration (including any extension period), such information and any other information collected, stored and processed on behalf of the Customer by CRM.COM can be exported by the customer using standard features of the CRM.COM software. Alternatively data can be exported by CRM.COM in a technically widely accepted format and provided to the Customer at a mutually agreed cost which will not exceed the cost of the hours this task requires at the CRM.COM current rates as published by CRM.COM or agreed with the Customer.

7. Warranty
   
   

   Each party warrants and undertakes that any items made available to for the purposes of performing this agreement, including the Software (the “Materials”) shall not infringe the Intellectual Property of any third party. To the extent that any Materials breach the rights of any third party, the party providing the Materials will be legally and financially responsible for any claims (including legal costs) made by that those third parties.

   CRM.COM warrant that the Software will be provided with all due reasonable care and skill and in a professional and timely manner. Notwithstanding this, Customer acknowledges and agrees that it is technically impossible to provide the Software free of faults and that CRM.COM do not undertake to do so, save that the Software shall materially function in accordance with the specification.

8. Data Protection
   
   8.1 The Parties hereby undertake to comply with the provisions of the General Data Protection Regulation (GDPR) EU 2016/679, the regulation in EU law on data protection and privacy for all individuals within the European Union, insofar as the same relates to the provisions and obligations of this Agreement.
   
   8.2 You as the Customer own your Customer Data (as defined in the GDPR) and you have sole responsibility for its legality, reliability, integrity, accuracy and quality.
   
   8.3 You as the Customer are the Controller of your Customer Data.
   
   8.4 CRM.COM is a processor of your customer data for the following specific purposes
   
   (i) Having your customer data being created and stored in the Application Service
   
   (ii) For a finite period of time (usually a few hours) when CRM.COM support employees access the Customer software for support purposes
   
   (iii) When data is provided by the Customer to CRM.COM for support or development purposes
   
   (iv) Performing maintenance processes such as backup and server tuning
   
   8.5 CRM.COM as a processor and for the specific purposes defined above warrants that it shall:
   
   8.5.1 comply with the Data Protection Laws and GDPR Regulation applicable to us whilst such customer data are in our control
   
   8.5.2 take appropriate technical and organisational measures against unauthorised or unlawful processing of customer data and against accidental loss or destruction of, or damage to, customer data, to ensure a level of security appropriate to the harm that might result from such unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected
   
   (i) take reasonable steps to ensure the reliability of our employees who have access to any customer data
   
   (ii) use and access customer data only for support or testing or development purposes
   
   (iii) whenever possible, anonymize customer data that is provided to CRM.COM within 10 working days from its receipt
   
   (iv) ensure that the software has utilities to anonymise or delete customer data
   
   (v) promptly notify within 24 hours the Customer of any data breach of customer data, including details of the breach and a plan on how to prevent such a breach
   
   8.6 We may transfer customer data to other companies within the CRM.COM group of companies. Such customer data will be processed in the same manner as described within this agreement;
   
   8.7 If you are a Customer that uses the Application Service outside of the EU then CRM.COM shall provide conditions and service level for data protection and privacy at the same level as GDPR
   
   
9. Application Service Fee
   
   9.1 This is renewed as required to reflect price changes and additional services purchased by the Customer
   
   
10. APPLICABLE LAW AND JURISTICTION
    
    10.1 This Agreement will be interpreted and construed in accordance with English Law.
11.