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Harvard Business Review:

How Your Data Strategy is Your Growth Strategy

This Subscription Agreement for Evaluation License (“Agreement” or “Evaluation Agreement”) is entered into on the Effective Date executed by CRM Refresh, Inc. (“CRM Refresh”) and the Customer identified in such LICENSE (“Customer”). Customer is responsible for reviewing the terms and conditions of this Agreement before signing a LICENSE, clicking “Accept” and/or accessing or using any services or product of CRM Refresh.

By signing a LICENSE, clicking “Accept” and/or accessing or using any services or product of CRM Refresh, Customer acknowledges that it has read and accepted the terms and conditions of this Agreement.

The terms and conditions of this Agreement shall govern any services or products to be provided by CRM Refresh pursuant to an LICENSE executed by the parties as though the terms and conditions of this Agreement were set forth in their entirety within such LICENSE. Each such LICENSE, the Order Form attached as an exhibit to such LICENSE and this Evaluation Agreement shall be considered one fully integrated document and agreement.

1.1 Services: CRM Refresh will provide the services outlined in the LICENSE executed by the parties (the “Services”).

1.2 Fee Schedule: Customer will pay the fee for the Services as set forth in the LICENSE. Customer will reimburse CRM Refresh for reasonable, necessary, and verifiable expenses incurred by CRM Refresh while performing the Services. Fees are due and payable upon Customer’s receipt of an CRM Refresh invoice and payment terms are net 15 days.

1.3 Effective Date, Term and Termination: The effective date of this Agreement is the Effective Date specified in the LICENSE or its attached Order Form with the earliest Effective Date. Unless such LICENSE or Order Form is renewed, or an additional LICENSE or Order Form is added to this Agreement, this Agreement shall expire upon termination of the last active LICENSE or Order Form.

1.4 Evaluation License Grant: In the event the Services require that Customer have access to the CRM Refresh DAVE Platform and CRM Refresh Fixing Services, or any other CRM Refresh software (“CRM Refresh Software”), CRM Refresh hereby grants to Customer a personal, limited, non-transferable, non-exclusive license to use the CRM Refresh Software for the Application, Project, Workgroup or Entity, as described in the Order Form and only for the sole purpose of testing and evaluating the CRM Refresh Software in connection with the applicable LICENSE and Order Form and only for the time period set forth in the applicable LICENSE or Order Form or thirty (30) days from the Effective Date, whichever is less (the “Evaluation Period”). The CRM Refresh Software may be used only at the Customer’s site.

1.5 Restrictions on Use: Customer may not release to any third party the results of any evaluation of the Services performed by or on behalf of Customer for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes without the prior written approval of CRM Refresh. Customer will not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service(s) or the CRM Refresh Software in any way; (ii) copy, modify, reverse engineer or make derivative works based upon the Service(s) or the CRM Refresh Software; (iii) build a product using similar ideas, features, functions or graphics of the Service(s) or the CRM Refresh Software. Any use, duplication, or disclosure of the CRM Refresh Software by the U.S government is subject to restrictions as set forth in this Agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.

1.6 Prohibited Use: Customer may use the Service(s) only for its own internal business purposes and shall not use the Service(s) to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service(s) or the data contained therein; or (v) attempt to gain unauthorized access to the Service(s) or its related systems or networks.

1.7 Upon expiration or termination of this Agreement, Customer will no longer have access to or the right to use the CRM Refresh Software, unless the parties enter into a license agreement for the continued use of the CRM Refresh Software.

1.8 Intellectual Property: Notwithstanding anything to the contrary in this Agreement, CRM Refresh retains ownership of all right, title and interest to the intellectual property rights (including without limitation, all patent rights, design rights, copyrights and trade secret rights) of the CRM Refresh Software, the software and technology upon which is it based, and any suggestions, ideas, enhancement requests, feedback, test results, recommendations, modifications, improvements or other information provided by Customer relating to the Services. All rights not expressly granted herein are retained by CRM Refresh. Customer hereby assigns to CRM Refresh Customer’s entire right, title and interest in any suggestions, ideas, enhancement requests, feedback, test results, recommendations, modifications or improvements to the Services or the CRM Refresh Software which Customer may propose or make or which Customer and CRM Refresh may jointly make.

1.9 Indemnity: CRM Refresh will indemnify and hold harmless Customer from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys fees and costs) to the extent arising out of or in connection with a claim alleging that the use of the CRM Refresh Software infringes the intellectual property rights of any third party. In the event of any claim for indemnity under this section, Customer will (a) promptly give notice of the claim to CRM Refresh, (b) permit CRM Refresh to assume control of the defense of the claim, and (c) provide reasonable cooperation and assistance in connection with the claim.

1.10 Ownership of and Indemnity for Customer Data: “Customer Data” means any data, information, or material that Customer discloses or submits to CRM Refresh in the course of using the Services or the CRM Refresh Software. CRM Refresh does not own any Customer Data and shall not be responsible for liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Customer will indemnify and hold CRM Refresh, its affiliates, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys fees and costs) to the extent arising out of or in connection with a claim alleging that the use of the Customer Data infringes the intellectual property rights of any third party. In the event of any claim for indemnity under this section, CRM Refresh will (a) promptly give notice of the claim to Customer, (b) permit Customer to assume control of the defense of the claim and (b) provide reasonable cooperation and assistance in connection with the claim.

1.11 Logo Use and Marketing: CRM Refresh may use Customer’s name and logo on CRM Refresh’s website, in CRM Refresh marketing materials, and to identify Customer as a CRM Refresh Customer, provided that any such use is pre-approved in writing by Customer. Such approval shall not be unreasonably withheld.

1.12 Confidentiality: “Confidential Information” is defined in the CRM Refresh Nondisclosure Agreement executed by Customer and CRM Refresh and CRM Refresh agrees to comply with the terms of such Non-disclosure Agreement. In the event Customer has not executed such Nondisclosure Agreement, Customer agrees to take all reasonable measures necessary to protect the secrecy of, and avoid disclosure and unauthorized use of, the CRM Refresh Software and any CRM Refresh confidential information. Customer may make the CRM Refresh Software available only to employees and consultants who are involved in the pilot program and/or evaluation as described in the applicable LICENSE or Order Form, and Customer will ensure that all employees and consultants involved in the pilot program and/or evaluation are required to keep the CRM Refresh Software confidential. Customer acknowledges that any breach of its confidentiality obligations will cause irreparable injury to CRM Refresh, that monetary damages would be inadequate to compensate CRM Refresh for any such breach, and that CRM Refresh will be entitled to obtain injunctive relief, in addition to any other remedies available to it, against any such breach or threatened breach, without the necessity of proving actual damages or of posting a bond or other security.

1.13 Security Measures: Customer will access the CRM Refresh Software through a combination of user names and passwords. Customer shall be entirely responsible for maintaining the confidentiality of the password(s) assigned to Customer. Customer shall immediately notify CRM Refresh if a password is lost, stolen, disclosed to an unauthorized third party, or has otherwise been compromised. Customer shall be solely responsible for any and all activities made under Customer’s account.

1.14 Disclaimer and Limitation of Liability: Nothing in this Agreement shall be construed as creating any obligation on the part of either party to enter into a license agreement or other agreement after this Agreement’s expiration or termination. CRM Refresh shall not be liable for any indirect, punitive, special, consequential, or incidental damages arising out of or related to use of the Services or the CRM Refresh Software, even if CRM Refresh has been previously advised of the possibility of such damages. Under no circumstances shall CRM Refresh’s aggregate liability arising from or relating to this Agreement exceed the amounts paid by Customer in the twelve (12) month period preceding the event giving rise to such liability.

1.15 No Warranty: The CRM Refresh Software is being provided “AS IS,” and no warranty is expressed and none shall be implied, including the warranties of merchantability, title, non-infringement, or fitness for use or a particular purpose.

1.16 Dispute Resolution: Should a dispute arise in connection with the performance of this Agreement or the Services that the parties are unable to resolve, such dispute shall be fully and finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Greenville County, South Carolina, and judgment on the award may be entered in any court having jurisdiction thereof.

1.17 Compliance with Laws: Customer will comply fully with all relevant export laws and regulations of the United States (“Export Laws”) to ensure that neither the Services nor any direct product of the Services are exported, re-exported, or used for any purpose in violation of Export Laws.

1.18 Entire Agreement: This Agreement, together with any LICENSE, Order Form and Nondisclosure Agreement, which are incorporated herein by reference, constitutes the entire agreement between Customer and CRM Refresh regarding the provision and use of the Services and the CRM Refresh Software and supersedes all prior or contemporaneous discussions, representations, or agreements, whether written or oral, relating to the subject matter, and shall supersede any inconsistent, additional, or conflicting terms of any purchase order, acknowledgment, or other form documents. In the event of a conflict between this Agreement and the Order Form, the terms of the Order form shall prevail.

1.19 Survival of Terms: The following sections shall survive termination of this Agreement: Sections 1.9 (Indemnity), 1.10 (Ownership and Indemnity for Customer Data), 1.11 (Logo Use and Marketing), 1.12 (Confidentiality), 1.16 (Dispute Resolution), this Section 1.19, and the choice of law provisions of Section 1.20.

1.20 Notices, Choice of Law, Amendment and Assignment: All notices under this Agreement must be delivered in writing by nationally recognized overnight delivery service, by electronic facsimile (fax), by electronic mail, or by US mail. This Agreement shall be governed by South Carolina law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Services shall be subject to the exclusive jurisdiction of the state and federal courts located in Greenville County, South Carolina. Customer may not assign this Agreement to any third party except upon prior written consent of CRM Refresh and any assignment in violation of this provision shall be void. This Agreement may be amended only in a written document executed by both parties.