Customer Relationship Management Solution / Service Agreement

BY SIGNING THIS CUSTOMER RELATIONSHIP MANAGEMENT SOLUTION/SERVICE AGREEMENT AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS (THE "AGREEMENT") GOVERNING YOUR USE OF SALESCATALYSTS.COM'S CRM SOLUTION (THE "APPLICATION" FOR LICENSE PURCHASE CONTRACT, THE "SERVICE" FOR SERVICE SUBSCRIPTION CONTRACT). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY, THE COMPANY, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES AND USERS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT SIGN THIS AGREEMENT AND MAY NOT USE THE APPLICATION/SERVICE.

1. License Grant & Restrictions

SalesCatalysts.com hereby grants you a non-exclusive, non-transferable, worldwide right to use the Application/Service and to use the Application/Service, in object code form only, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by SalesCatalysts.com. You shall not, directly or indirectly, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Application/Service or the Content in any way; reproduce, duplicate, copy, modify, translate or make derivative works based on the Application/Service or the Content; reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Application/Service ; or create Internet "links" to the Application/Service or "frame" or "mirror" any Content on any other Internet-based device. You shall not share user licenses or use one single user license for more than one individual user.

2. Customer Data

You shall own all data, information or material that you enter into the Application/Service ("Customer Data"), except as agreed in the Application/Service Contract by you and SalesCatalysts.com. You, but not SalesCatalysts.com, are solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data, and SalesCatalysts.com assumes no responsibility for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. Except as permitted in this Agreement, SalesCatalysts.com will not edit, delete or disclose the contents of Customer Data unless authorized by you or unless SalesCatalysts.com is required to do so by law or in the good faith belief that such action is necessary to: 1. conform with applicable laws or comply with legal process served on SalesCatalysts.com; 2. protect and defend the rights or property of SalesCatalysts.com; 3. enforce this Agreement; 4. improve the quality of the Application/Service; or 5. respond to claims that any Customer Data violates the rights of third parties. SalesCatalysts.com shall be entitled, but is not obligated, to review and retain Customer Data for your compliance with the Agreement and the security of the Application/Service. SalesCatalysts.com may also access Customer Data to respond to Application/Service or technical problems, solution upgrade or maintenance with the Application/Service. SalesCatalysts.com reserves the right to establish a maximum amount of memory or other computer storage and a maximum amount of Customer Data that you may store, post or transmit on or through the Application/Service. You are responsible for maintaining an archive or back-up copy of all Customer Data, and SalesCatalysts.com shall have no liability for any loss of Customer Data, whether caused by SalesCatalysts.com or any third party service provider. In the event this Agreement is terminated (other than by reason of your breach), SalesCatalysts.com will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. SalesCatalysts.com reserves the right to withhold, remove, and/or discard Customer Data without notice for any breach, including, but not limit to, your non-payment, and your right to access or use Customer Data ceases immediately, SalesCatalysts.com shall not have any obligation to maintain or forward any Customer Data.

3. You Security Responsibilities

SalesCatalysts.com shall issue to you, or shall authorize an administrator from you to issue a password for each authorized user for whom you have paid the applicable fee. You are responsible for maintaining the confidentiality of all passwords. You are responsible for all activity occurring under your user accounts. You shall notify SalesCatalysts.com immediately of any unauthorized access, use of any password or account or any suspected breach of security. SalesCatalysts.com shall have no responsibility and shall not be liable for any loss and damage arising from your failure to comply with these requirements.

4. General Policies and Restrictions

You shall not use the Application/Service in any way for spamming, chain letters, junk mail or distribution lists to contact any person who has not given specific permission to be included in such. You shall not transmit or permit your employees to transmit through the Application/Service any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, racially, ethnically or otherwise objectionable material of any kind. You shall not upload or distribute in any way files that contain virus, corrupted files, or any other similar software or programs that may damage the operation of the Application/Service. You shall only use the Application/Service for lawful purposes, in compliance with all applicable laws including, without limitations, copyright, trademark, obscenity and defamation laws. Unlawful activities may include (without limit) storing, distributing or transmitting any unlawful material, attempting to compromise the security of any networked account or site, or making direct threats of physical harm. You shall also acknowledge and agree that the Application/Service shall automatically add an identifying footer stating "Powered by SalesCatalysts.com" or a similar message for every e-mail message sent in connection with the Application/Service. You hereby agree to defend, indemnify and hold SalesCatalysts.com harmless against any claim or action that arises from your use of the Application/Service in an unlawful manner or in any manner inconsistent with these requirements.

5. Intellectual Property and Proprietary Rights

SalesCatalysts.com alone shall own all right, title and interest, including all related Intellectual Property Rights, in and to the SalesCatalysts.com Technology, the Content and the Application/Service, including but not limited to text, software, music, sound, photographs, video, graphics, third party materials and advertisements, any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by you or any other party relating to the Application/Service, excluding any Customer Data. SalesCatalysts.com retains exclusive ownership of the same throughout the world, including all related copyrights, trademarks, service marks, patents, trade secrets or other intellectual property rights thereto. This Agreement does not transfer any right, title, or interest in the Application/Service, Content, Technology or Intellectual Property Rights to you.

6. Billing and Contact Information

In consideration of your use of the Application/Service, you agree to provide SalesCatalysts.com with complete, truthful and accurate billing and contact information, including your legal name, company name, street address, email address, and telephone number, and to update this information within 30 days of any change to it. If the contact information you have provided is false, fraudulent, inaccurate, not current, or incomplete, or SalesCatalysts.com has reasonable grounds to believe such information is false, fraudulent, inaccurate, not current, or incomplete, SalesCatalysts.com reserves the right to suspend or terminate your access to the Application/Service immediately without any obligation to return your data in addition to any other legal remedies.

7. Subscription Fee and Payment Terms

You shall pay all fees or charges to your account with the fees, charges, and billing terms in effect at the time a fee or charge is due and payment. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. The applicable Subscription Fees are invoiced on a pro-rata basis as of the Activation Date through the end of the payment cycle in which the Activation Date falls. "Payment cycle" may be annually, quarterly, or monthly, consistent with the initial signed contract term, or as otherwise mutually agreed upon. You are responsible for paying for all User licenses ordered for the entire License Term, no matter any of the User licenses are actively used or not. All fees are exclusive of all taxes, levies, or duties; you shall be responsible for all these payments under this Agreement, or as otherwise mutually agreed upon. Added licenses in the middle of the License Term will be conterminous with the preexisting License Term. Extra amount of disk storage that exceeds your limit will be charged automatically the then-current storage fees. SalesCatalysts.com will use reasonable efforts to notify you when the storage approaches the maximum; however, any failure by SalesCatalysts.com to so notify you shall not affect your responsibility for such additional storage charges.

You must contact SalesCatalysts.com in writing no later than 30 days after the billing date to report a billing error. If an error notice is not received within 30 days, you waive any right to an adjustment or credit and agree to pay the amount billed.

8. Non-payment and Suspension

All fees are billed and invoiced in advance. And all invoices are due net 30 days of date of invoice or otherwise specified. SalesCatalysts.com reserves the right to suspend or terminate this Agreement and your access to the Application/Service if your account becomes delinquent (falls into arrears). SalesCatalysts.com may impose a reconnection charge to restore archived data from delinquent accounts. Unpaid charges are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Any account which is suspended for more than 30 days will be terminated without any obligation on the part of SalesCatalysts.com to maintain your data which such data may be irretrievably deleted.

9. Termination, upon Expiration and Reduction in Number of Licenses

This Initial Term for this Agreement is one year or as otherwise mutually agreed upon. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive renewal terms equal in duration to the Initial Term at SalesCatalysts.com’s then current fees. Either party may reduce the level of service, number of licenses or terminate this Agreement by notifying the other party in writing at least 30 days in advance of the termination date. In the event this Agreement is terminated (other than by reason of your breach, or you are subscribing thru any Free Trial programme), SalesCatalysts.com will make available to you a file of the Customer Data within 30 days of termination if you so request at the time of termination. SalesCatalysts.com is not obligated to provide this file in your specified format. Delinquent accounts must be brought to good standing in order to receive the file. SalesCatalysts.com has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

Any breach of your payment obligations or unauthorized use of the SalesCatalysts.com Technology or Application/Service will be deemed a material breach of this Agreement. SalesCatalysts.com, in its sole discretion, may terminate your password, account or use of the Application/Service if you breach or otherwise fail to comply with this Agreement. In addition, SalesCatalysts.com may terminate a free account at any time in its sole discretion. You agree and acknowledge that SalesCatalysts.com has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured with 30 days of such breach.

10. Links

SalesCatalysts.com may, at its election, provide links from the Application/Service to other World Wide Web sites or resources. Because SalesCatalysts.com has no control over such sites and resources, you acknowledge and agree that SalesCatalysts.com is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that SalesCatalysts.com shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

11. Disclaimer of Warranties

SALESCATALYSTS.COM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE APPLICATION/SERVICE OR ANY CONTENT. SALESCATALYSTS.COM DOES NOT REPRESENT OR WARRANT THAT 1. THE USE OF THE APPLICATION/SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, 2. THE APPLICATION/SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, 3. ANY STORED DATA WILL BE ACCURATE OR RELIABLE, 4. THE QUALITY OF ANY PRODUCTS, APPLICATIONS/SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE APPLICATION/SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, 5. ERRORS OR DEFECTS WILL BE CORRECTED, OR 6. THE APPLICATION/SERVICE OR THE SERVER(S) THAT MAKE THE APPLICATION/SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE APPLICATION/SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED BY SALESCATALYSTS.COM.

12. Limitation of Liability

IN NO EVENT SHALL SALESCATALYSTS.COM’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL SALESCATALYSTS.COM BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA, REVENUE, PROFITS, GOODWILL, USE OR OTHER INTANGIBLE ITEMS) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS APPLICATION/SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE APPLICATION/SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE APPLICATION/SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. Indemnity

You agree to defend, indemnify and hold SalesCatalysts.com and its subsidiaries, affiliates, officers, directors, shareholders, employees and agents, harmless from and against any and all claims, losses, liability costs and expenses (including but not limited to attorneys' fees) arising from your violation of the Agreement, the Hong Kong Special Administrative Region laws or regulations of the Application/Service location (SalesCatalysts.com makes no representation that the Application/Service is appropriate or available for use outside the Hong Kong Special Administrative Region, you are solely responsible for compliance with all applicable laws, including, but not limited to, export and import regulations of other countries), or any third party's rights, including but not limited to infringement of any copyright, violation of any proprietary right and invasion of any privacy rights. This obligation will survive the termination of the Application/Service.

14. Publicity

SalesCatalysts.com may use Customer’s name as part of a general list of customers and may refer to Customer as a user of the Application/Service in its general advertising, marketing materials and the reference clients list. Each party shall obtain the other party's permission prior to using the other party's name for any other marketing or promotional purposes. The parties agree that any press release or other public comments issued by either party relating to this Agreement, any dispute under this Agreement, or Customer's subscription to or use of the Application/Service, will be prepared jointly between SalesCatalysts.com and Customer and will be issued upon mutual agreement of the parties.

15. Notice

SalesCatalysts.com may give notice by means of a general notice on the Application/Service, electronic mail to your e-mail address on record in SalesCatalysts.com's account information, or by written communication sent by mail to your address on record in SalesCatalysts.com's account information. Such notice shall be deemed to have been duly given upon the expiration of 48 hours after mailing or posting (if sent by mail) or 12 hours after sending (if sent by email).

16. Modification to Terms

SalesCatalysts.com reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Application/Service at any time, effective upon posting of an updated version of this Agreement on the Application/Service. You are responsible for regularly reviewing this Agreement. Continued use of the Application/Service after any such changes shall constitute your consent to such changes.

17. Assignment

This Agreement shall be binding on and shall inure to the benefit of the parties hereto and there respective successors and permitted assigns. Except with respect to wholly owned affiliates, you may not assign this Agreement without SalesCatalysts.com's prior written consent, not to be unreasonably withheld. SalesCatalysts.com may assign this Agreement to any parent, subsidiary or affiliate or to any successor to its business, and SalesCatalysts.com may subcontract any or all of its obligations hereunder, but shall nevertheless remain responsible for the performance of its obligations hereunder.

18. Governing Law & Venue

This Agreement and any disputes hereunder shall be governed in all respects, including validity, interpretation and effect, by the laws of the Hong Kong Special Administrative Region, without regard to the conflict of laws principles thereof. Any dispute under this Agreement shall be brought exclusively in the courts for the Hong Kong Special Administrative Region, and Customer hereby submits to the exclusive jurisdiction of such courts. Customer agrees that any cause of action arising out of or related to this Agreement shall be brought within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.

19. No Waiver and Severability

No waiver of any default, condition or breach of this Agreement shall be deemed to imply or constitute a waiver of any other default, condition or breach of this Agreement, whether of a similar nature or otherwise. In the event that any one or more of the provisions of this Agreement are invalid or otherwise unenforceable, the enforceability of remaining provisions shall be unimpaired.

20. Force Majeure

Neither party shall be in default if its failure to perform any obligation under this Agreement is caused solely by supervening conditions beyond that party’s reasonable control, including acts of God, civil commotion, war, strikes, labor disputes, third party Internet service interruptions or slowdowns, vandalism or "hacker" attacks, acts of terrorism or governmental demands or requirements.

21. Headings

The headings in this Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.

Version Code Number: v20050908