Supplemental Terms For SugarCRM Hint
(Released May 30, 2018)
Company and SugarCRM Inc. ("SugarCRM") have previously entered into a Master Subscription Agreement ("MSA") governing Company's use of SugarCRM's Sugar product ("Sugar"). These Supplemental Terms are additional terms that apply to Company's use of SugarCRM Hint ("Hint"). Company may purchase the SugarCRM Hint product through a reseller or directly from SugarCRM and may place its order via an ordering document, online shopping cart, order form or similar ordering document ("Order Form").
These Supplemental Terms are effective as of the date of the Order Form and are made a part of the Order Form and the MSA. In the event of any conflict between the MSA and these Supplemental Terms, the terms of these Supplemental Terms shall prevail with respect to Company's use of Hint. Terms not otherwise defined herein shall be as defined in the MSA.
Hint provides access to certain data and information ("Content"), including Content regarding companies and/or individuals, which is licensed to SugarCRM from third parties ("Content Providers"). SugarCRM reserves the right to replace Content Providers and to provide different Content or cease providing certain types of Content, at its sole discretion. Company agrees that any use of Hint or the Content by Company will be in compliance with all laws and regulations applicable to the Company and the Content, including but not limited to applicable privacy laws. Any provisions in the MSA regarding third party claims or indemnification do not apply to Content.
SugarCRM grants Company a limited nonexclusive right to install the Hint module in Company's instance of Sugar and access and use the Hint service via the Hint module during the Subscription Term. The number of users licensed and authorized to use Hint shall not exceed the number of Subscription Users indicated in the Order Form. Content may only be accessed through Hint and such Content may only be saved within the database associated with the Sugar instance. Company is required to purchase a subscription to Hint equal to the same number of Sugar Subscription Users that it has licensed. Subscriptions are for designated Subscription Users and cannot be shared or used by more than one user but may be reassigned to new Subscription Users replacing former Subscription Users who no longer require the use of Hint and the associated Sugar license.
Hint is supported in accordance with the standard support terms for the Sugar product. Hint is a hosted service and as a result SugarCRM may regularly update and modify Hint at its sole discretion and without notice to Company. Any service level or uptime commitments contained in the MSA with regards to Sugar do not apply to Hint.
- Third Party Copyrighted Materials.
Certain Content may be a web site link to a third party web site. All title and intellectual property rights in and to the content of any third party web site that may be linked to or viewed in connection with Hint is the property of the respective third party content owner and may be protected by applicable copyright or other intellectual property rights. Any use by Company of the third party web site is subject to the terms and conditions provided by such third party, and no rights to any third party web site are granted to Company pursuant to these Supplemental Terms.
- Interoperation between the Sugar and Hint.
Hint interoperates with the Company's instance (whether On-Site or as Sugar Cloud) of Sugar. Hint is cloud service only. SugarCRM offers Hint via servers located in the United States (or such other location(s) as SugarCRM may determine in its sole discretion) regardless of the location of Company's Sugar deployment.
- Usage Data.
- Personal Data.
Personal data is any information relating to (i) an identified or identifiable natural person and, (ii) an identified or identifiable legal entity (where such information is protected similarly as personal data or personally identifiable information under the EU GDPR and any related national laws governing data protection). If the Company is using Hint for obtaining personal data from EU data subjects, the following shall apply:
- Company shall not use Hint for obtaining or attempting to obtain or enriching (a) personal data of any EU data subjects below the age of 16, or (b) other sensitive data such as data regarding racial or ethnic origin, political opinions, religious or philosophical believes or trade union membership, data concerning health or sex life or sexual orientation.
- Company may only transfer any data of EU data subjects to countries outside EU if Company is in compliance with GDPR Art. 46 (1) and (2).
The following restrictions shall be considered additional restrictions on Section 1.5 of the MSA. Company shall not (a) use the Content to determine a consumer's eligibility for (i) credit or insurance for personal, family or household purposes, (ii) employment, (iii) a government license or benefit, or (iv) any other purpose governed by the Fair Credit Reporting Act; (b) access or use Hint or the Content in order to build a similar or competitive service; (c) except as expressly permitted herein, resell, copy, reproduce, distribute, republish, download, display, post or transmit any part of Hint or the Content; (d) access Content through any means other than the Hint user interface; (e) attempt to access the Content via an API directly; (f) except to the extent SugarCRM provides the ability to automatically export data, mass export any of the Content from Hint or Sugar through automated means, including by way of example, calls to Hint or an associated API that are made more frequently than may reasonably be performed by a human user using a standard web browser; (g) modify or create derivative works based on the software, program code or user interfaces comprising Hint; (h) copy, frame or mirror Hint, other than copying or framing on Company's own intranets or otherwise for Company's own internal business purposes; (i) reverse engineer Hint, or attempt to gain unauthorized access to the Hint service or its related systems, or (j) use the Product in violation of applicable data protection and privacy laws or otherwise breach any third-party rights in connection with this Agreement or any Appendices hereto.
- Warranty and Disclaimer.
Hint is warranted as a Product under the MSA. CONTENT IS PROVIDED "AS-IS," WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SUGARCRM AND CONTENT PROVIDERS DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SUGARCRM AND CONTENT PROVIDERS DO NOT WARRANT THE COMPREHENSIVENESS, CORRECTNESS, OR ACCURACY OF THE CONTENT OR THAT ACCESS TO THE CONTENT WILL BE UNINTERRUPTED, CURRENT OR ERROR FREE. SUGARCRM AND CONTENT PROVIDERS MAKE NO WARRANTY WHATSOEVER ABOUT THE QUALITY, PROVENANCE OR LEGALITY OF CONTENT, OR THAT THE SOURCES OF ANY CONTENT HAD OR HAVE THE RIGHT OR AUTHORITY TO PROVIDE SUCH DATA TO IT OR THAT IT HAS THE RIGHT OR AUTHORITY TO PROVIDE IT TO COMPANY. COMPANY ASSUMES ALL RESPONSIBILITY AND RISK FOR ITS USE OF CONTENT.
- Limitation of Liability.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE MSA, IN NO EVENT SHALL SUGARCRM'S OR THE CONTENT PROVIDER'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE COMPANY'S USE OF HINT EXCEED THE TOTAL AMOUNT PAID BY COMPANY FOR THE HINT SERVICES UNDER THE ORDER FORM.
- Choice of Law and Jurisdiction.
Notwithstanding anything to the contrary in the MSA, these Supplemental Terms are governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its conflicts of law provisions. Company and SugarCRM agree to submit to the personal and non-exclusive jurisdiction of the courts located in Santa Clara County, California.
Last modified: 2018-05-30 15:33:49