CRMGamified Terms of Service

Software Subscription Terms of Service

These terms of service (“Terms”) govern all subscription services and technology (“Services”) provided by CRMGamified®, including the use of all websites associated with CRMGamified®, pursuant to orders placed by you the client (“Client”) by your signing and acceptance of an applicable Order Agreement, which is incorporated into and made part of these Terms. CRMGamified® reserves all rights not expressly granted in these Terms.

I. Acceptance and Access to Services

The Client acknowledges that they are able to receive and view these Terms, and upon signing the applicable Order Agreement, accepts these Terms. The signing party represents and warrants that they have the authority to accept this Agreement on behalf of the Client. This Agreement applies to all Orders entered into under this Agreement. Capitalized terms have the meanings given under “Definitions.”

II. Term of Agreement

These Terms will take effect as of the date on which the Client accepts and signs the applicable Order Agreement and shall continue until the Services have been terminated in accordance with these Terms. The Agreement Term (“Term(s)” or “Agreement Term”) covers a twelve (12) month license period, unless otherwise agreed upon and stated in the Order Agreement. Following the initial Term, the Order Agreement shall be renewable for subsequent Terms. Either party may terminate the Order Agreement upon giving of a written notification (the Client may do so by emailing 30 days prior to the renewal date.

III. Conditions of Use

A. License

Subject to the Client’s acceptance and compliance with these Terms and payment of the applicable fees as set forth in the Order Agreement, CRMGamified® grants the Client a nonexclusive, limited, nontransferable, and revocable license (“License” or “Subscription License”) during the Agreement Term to use the Services in accordance with all restrictions and limitations identified in these Terms or the applicable Order Agreement, including a limitation on the volume specified in the Order Agreement (as the same may be updated during the applicable Subscription Terms), and solely as permitted by the functionality of the Services, which may vary by User.

B. Rules and Restrictions

Client acknowledges and agrees that, in accepting these Terms, the Client represents and is responsible for compliance with these Terms and Conditions in the use of Services of all Users associated with their organization. Client acknowledges and agrees that they will not:

1. Target or harm minors in any way; 2. Transmit any information which may invade another’s right of privacy; 3. Impersonate any person or entity, including any User; 4. Post or transmit any material that contains a virus or corrupted data with the intent to damage or otherwise disrupt another computer; 5. Use the Services in a manner that adversely affects the availability of its resources to other Users; 6. Post, transmit, or otherwise make available any material that they do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships, or under nondisclosure agreements); 7. Post, transmit, or otherwise make available any material that infringes trademark, trade secret, copyright or other proprietary rights of any party; 8. Attempt to steal, mimic, etc. the appearance or features of the Services, or otherwise violate the Intellectual Property Rights of CRMGamified or any User(s); 9. Violate any local, state, national or international laws; 10. Post, store, transmit, or otherwise make available any material that is or may be unlawful, harmful, threatening, abusive, harassing, false, misleading, defamatory, obscene, libelous, invasive of another’s privacy, or otherwise objectionable.

IV. Payments and Fees

A. Payment Terms

Client must pay the fees listed in the applicable Order Agreement to receive uninterrupted Service. The Fees are due and payable in United States Dollars at the start of the Agreement Term (at which time CRMGamified will send an invoice) and must be paid immediately following receipt of the invoice unless otherwise set forth in the applicable Order Agreement. The fees set forth on the applicable Order Agreement are exclusive of all taxes, levies, and duties imposed by taxing authorities, and Customer is responsible for all such taxes, excluding taxes based solely on CRMGamified’ income. All fees are non-refundable except as provided for under these Terms.

B. Late Payments

Delinquent payments are subject to late payment fees in the amount of 1.5% of the overdue balance per month (or the maximum permitted by law, whichever is lower), plus any expenses associated with collections. CRMGamified reserves the right to suspend service if payment is not received by renewal date. Service will be reinstated upon receipt of payment.

C. Volume

Unless otherwise stated in the applicable Order Agreement, If Client exceeds the volume specified on the applicable Order Agreement, CRMGamified reserves the right to invoice Client for the incremental Services for the remainder of the then current Term. Client will remit payment for such invoice immediately following receipt.

IV. Intellectual Property

A. Reservation of Rights

CRMGamified retains all Intellectual Property Rights, title, and interest to the Services, including, without limitation, all software used to provide the Services and all trademarks, service marks, logos, trade names and any other proprietary designations reproduced through the Services.

B. Restrictions

Except as expressly permitted in the applicable Order Agreement, or other applicable agreements (such as some Partner Agreements), Client must not (and is not licensed to): 1. copy, modify, reverse engineer, decompile, or disassemble any Service, or attempt to do so; 2. install or use any third-party software or technology in any way that would subject CRMGamified’s intellectual property or technology to any other license terms; 3. work around any technical limitations in a Service or restrictions in this Agreement or the applicable Order Agreement; 4. transfer parts of a Service separately; or 5. distribute, sublicense, rent, lease, or lend any Services, in whole or in part, or use them to offer hosting services to a third party.

C. Feedback

Client acknowledges and agrees that all feedback, comments, questions and suggestions (“Feedback”) the Client provides to CRMGamified are the sole and exclusive property of CRMGamified, and grants, without charge, the right to make, use, modify, distribute, and commercialize the Feedback as part of any of recipient’s products and services, in whole or in part. By sending or otherwise transmitting Feedback to CRMGamified, the Client represents and warrants that they have the right to disclose the Feedback and the Feedback does not violate the rights of any other person or entity. This Feedback section shall survive any termination of this Agreement

V. User and Client Information

A. Personal Information

All use or disclosure of User Data including Personal Information will be shared or disclosed only in accordance with Applicable Law. The Client authorizes CRMGamified to share the Personal Information on behalf of its Users with the Client as their employer as needed to verify and manage Users’ registration and to facilitate the Users’ use of the Services. CRMGamified requires use or disclosure of some Personal Information in order to fulfill Client’s requests corresponding to the use of the Services. CRMGamified does not assume liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of Services.

B. Client Data

CRMGamified will use Client Data strictly as necessary to carry out its obligations to provide access to and support for Services in accordance with these Terms, and for no other purpose; provided, however, CRMGamified may access and use Customer Data (i) as necessary to identify or resolve technical problems or respond to complaints about the Services; (ii) to improve the Services, and (iii) to identify trends and publish reports on its findings provided the reports include data aggregated from more than one customer site and do not identify Client.

C. Security

CRMGamified uses industry-standard technical and organizational measures in compliance with Applicable Laws to keep Client Data secure and to protect against accidental loss or unlawful destruction, alteration, disclosure or access.

In the event of a security breach that may affect Client, if and to the extent required by Applicable Laws: (i) CRMGamified will notify Client of the breach and provide a description of the event, and (ii) If CRMGamified reasonably determines, and notifies Client, that it is necessary for all or part of such information to be forwarded on to individuals on one or more of Client’s email lists, Customer will promptly forward such information to the individuals on such list or lists, all in accordance with Applicable Laws.

VI. Agreement Termination

Notwithstanding the foregoing, in the event CRMGamified fails to perform its obligations and duties as herein contained, Client may terminate this Agreement effective immediately. Further, CRMGamified shall become responsible for payment of all monies and performance of all actions necessary to remedy the damages resulting from CRMGamified’s non-performance, not to exceed Client’s billings on this Agreement.

If the Client fails to perform its obligations and duties as herein contained, CRMGamified may terminate this Agreement effective immediately. As well, Client shall become responsible for payment of all monies and performance of all actions necessary to remedy the damages resulting from Client’s non-performance, not to exceed Client’s proposed billings on this Agreement.

VII. Indemnification

Client agrees to defend, indemnify, and hold harmless CRMGamified and its officers, agents, employees, and affiliated companies from any and all claims, damages, and expenses, including, but not limited to, attorney’s fees and legal costs of defense, arising from, related to, or any way connected with or alleged to arise from (i) any default or breach of this Agreement by Client or its agents or employees; (ii) any claim of damage resulting from the acts or omissions, negligence, willful misconduct of or violation of law by Client or its agents or employees; or (iii) any violation of the proprietary interests (including the trademarks, copyrights, and rights of publicity) of any third party.

VIII. Limitation of Liability

Subject to the exceptions herein set forth, neither party shall be liable to the other under these terms for any indirect, special, incidental, punitive or consequential damages (including damages for loss of goodwill, work stoppage, computer failure or malfunction, lost or corrupted data, lost profits, lost business or lost opportunity), or any other similar damages under any theory of liability (whether in contract, tort, strict liability or any other theory), even if the other party has been informed of this possibility. Client assumes all responsibility for the selection of the services, software and documentation necessary to achieve Client’s intended results, and for the use and results of the Services.

Except for customer’s obligations to pay all amounts properly due and owing hereunder, each party’s total liability for any direct loss, cost, claim or damages of any kind related to the applicable Order Agreement shall not exceed the amount of the fees paid or payable by customer to CRMGamified under such order form during the twelve (12) months before the event giving rise to such loss, cost, claim or damages. This limitation on liability was and is an express part of the bargain between CRMGamified and Client and is a controlling factor in the setting of the fees payable to CRMGamified.

The limitations on liability set forth in this Agreement do not apply to liability arising from: (i) fraud or willful misconduct; or (ii) a party’s duty to indemnify the other for third-party claims under this agreement; or (iii) a breach of a party’s confidentiality, and compliance with law obligations under this agreement; provided, however, each party’s liability for claims arising out of a breach described in this section (iii) shall not exceed the greater of five (5) times the fees paid during twelve (12) month period prior to the date the claim arose or one million dollars.

IX. Definitions

1. “Order Agreement” means a document or webpage provided by CRMGamified and signed by Client that describes CRMGamified’s subscription service offering.

2. “Services” or “Service” means the hosted customer experience solutions identified in an Order Agreement, and any modifications periodically made by CRMGamified.

3. “Agreement Term” or “Term” means the period of time during which CRMGamified is required to provide Client with the Services according to the applicable Order Agreement.

4. “User” means an individual acting in her/his own accord or an individual who is authorized by a Client to use the Services and to whom Client (or CRMGamified at Client’s request) have supplied a user identification and password, or any individual whose data has been, is, or could at some point be processed in the use of the Services. Users may include, for example, Client’s employees, consultants, contractors and agents, and third parties engaged in business transactions with Client.

5. “Personal Information” means information that identifies a specific individual (User or Client) and can be used to contact or identify Client; examples of Personal Information include name, email address, postal address, and phone number.

6. “User Data” or “Client Data” means any data including Personal Information, feedback, content, text, photographs, images, video, music, or other information that the Client posts to any part of the Services or provides to CRMGamified via the Services or any Data Sources.

7. “Data Source(s)” refers to any third-party software application functionality that is provided by Client or a third party and interoperates with the Services.

8. “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

9. “Applicable Law” means all applicable laws, orders, regulations and other acts of all governmental authorities, foreign or domestic, having jurisdiction over these Terms or the activities of such party hereunder.