Master Subscription Agreement
This Agreement is between SugarCRM Inc. (referred to herein as "Sugar" or "we" or "us") and the Sugar customer named below or affirms their agreement to the terms hereof by signing via click-through of this Agreement (referred to herein as "you" or "Customer"). As used herein, "your" refers to that which belongs to you, our Customer, and "our" refers to that which belongs to Sugar.
1.1 Services and Deployment. The products, services, and functionality that we are providing to you pursuant to the terms of this Agreement are provided as a service (collectively, the "Services") during the Subscription Term. The Services shall either be accessible by means of installation by or for you on or at your premises or on a customer-controlled server within a third-party data center ("On-Site"), or as hosted by us in the Sugar Cloud.
1.2 Use of the Services.
1.2.2 Use Rights Limited to You. Your right to use the Services is specific to you, the customer named above, for your internal business operations. You are not permitted to allow your affiliates, subsidiaries, sister companies or entities, related entities, parent entities (collectively referred to herein as "Affiliates"), or any other party to use the Services without Sugar's specific written consent.
1.2.3 Usage Limits. For Services where fees are based on named Subscription Users, we will provide you with a key enabling the Subscription Users for which you have paid the applicable fees to access the Services. You agree to only allow those Subscription Users for which you have paid the applicable fees to access the Services and to not share user names, passwords, or log-in information with other persons or entities. Your administrator(s) may reassign a Subscription User account during the Subscription Term if a former Subscription User no longer requires access to or use of the Services. You agree to notify us in writing immediately of any unauthorized use of, or access to, the Services or any Subscription User account or password thereof. Users of external applications accessing functionality or data stored inside the Product require a Subscription for each user who accesses the functionality or data.
1.3 Support. During the Subscription Term, and where you purchased the Subscriptions directly from Sugar, we will provide you with our standard level of support at no additional charge as indicated at https://support.sugarcrm.com/Resources/Support_Offerings/ or its successor url (the "Support Services"). If you purchased Subscriptions through an authorized reseller or other partner of Sugar ("Authorized Reseller"), you agree to obtain support services directly from that party.
1.4 Your Responsibilities. You hereby assume sole responsibility for: (a) Subscription Users' use of the Services in accordance with the Sugar Services documentation, (b) ensuring that only Subscription Users use the Services, (c) the accuracy, integrity, and legality of data you upload when using the Services and the means by which you acquire, use, and disseminate such data, (d) determining the suitability of the Services for your business, (e) complying with any and all regulations and laws applicable to Customer Data and your use of the Services, and (f) if you use the Services to process personal data, complying with all applicable data privacy laws, including but not limited to the GDPR and CCPA, and obtaining and storing records of any and all required consents from each data subject.
1.5 Restrictions. You hereby agree to not directly or indirectly engage in any Impermissible Activity (as defined in the "Definitions" section below) in connection with your use of the Services.
1.6 Third-Party Contractors. You may use third-party contractors to assist with the installation, implementation, use and modification of the Services for your own internal business use. You agree to have a written contract in place with each such contractor that contains terms and conditions that protects Sugar's rights as set forth herein. You further agree to have all such contractors disclaim and assign any and all rights, title and interests (including all intellectual property rights) in modifications of the Services to Sugar. You assume responsibility for such contractors' compliance with the terms of this Agreement.
1.7 Additional Terms Applicable. If you use the Services in the Sugar Cloud, see section A of Exhibit A below for additional terms that apply; If you use the Services "on-premise", see section B of Exhibit A for additional terms that apply. If we provide you with use of any of the following products as part of the Services, see Exhibit A for additional terms that apply to those specific products: Sugar Hint, Sugar Connect, Sugar Market, Sugar Integrate, Sugar Discover, and Sugar Portal.
2 Third-Party Modules.
2.1 Sugar provides certain Third-Party Modules for use in connection with the Services. See https://support.sugarcrm.com/Resources/Third_Party_Software for a list of the same. You agree that your use of such Third-Party Modules in connection with your use of the Services is governed by the applicable third party's terms and conditions and privacy policies. If you choose to acquire rights to use other third-party software or modules not provided by Sugar, you may to do so directly with such third-party providers; you acknowledge and agree that Sugar does not warrant or guarantee the performance of such products.
3 Proprietary Rights.
3.1 Ownership of Services and Modifications. The parties agree that Sugar owns all right, title, interest and intellectual property in and to the Services, Sugar products, and any Modifications thereof ("Sugar Property"). No rights or use rights are granted to you in the Sugar Property except as expressly provided herein. If we modify the Services for your use during the Subscription Term, you may use the Services as so modified during that term.
3.2 Feedback. You agree that Sugar may use and commercially exploit any feedback from you about the Sugar Property or related services, as long as we do not disclose your Confidential Information in so doing and we don't attribute such feedback to you by use of your name without your prior written permission.
4 Customer Data, Usage Data.
4.1 The parties agree that, as between them, you own the Customer Data (as defined in the "Definitions" section below).
4.2 Processing of Customer Data. You hereby assume sole responsibility for entering Customer Data as you use the Services. You grant Sugar the non-exclusive right to use, access and process Customer Data to the extent necessary for us to provide the Services to you and to perform our obligations under this Agreement, including technical support. You agree that, if we deem it legally necessary that we enter into a data processing agreement with you, you will negotiate and enter into such an agreement with us in good faith.
4.3 Security. We will have in place and will maintain throughout the Subscription Term appropriate security measures to protect against accidental or unauthorized access, destruction, loss, alteration or disclosure of Customer Data.
5.1 Fees and Payment. You agree to pay all fees specified in the relevant Order Form, and you further agree that such fees are: (a) exclusive of Taxes – see section 5.6 hereof, (b) fixed during the applicable Subscription Term, (c) quoted and payable in United States dollars (unless expressly agreed otherwise in an Order Form), (d) based upon the Subscription purchased per the agreed-upon number of Subscription Users, even if actual usage is lower, or on another basis such as per-instance, and (e) non-cancelable and non-refundable. Fees are due 30 days from the invoice date, unless otherwise noted in an Order Form.
5.2 Purchases from Authorized Partner. If you purchased a Subscription to the Services from one of Sugar's Authorized Partners, you agree that we may deal and communicate with that party as your representative in the procurement and management of the Services. You also agree to submit payment for all Subscriptions to that party and you hereby acknowledge that such party will in turn submit payment to us on your behalf in accordance with that party's agreement with us.
5.3 Additional Subscription Users. Additional Subscription Users may be added during a Subscription Term at the then-current Subscription User Subscription fee, pro-rated beginning in the initial month in which Subscription Users are added through the remaining then-current Subscription Term, such that the Subscription Term runs concurrently for all Subscriptions.
5.4 Renewal. Fees for any renewals of this Agreement shall be set at the then-current Sugar list price, unless otherwise stated on the Order Form or agreed to in writing by us.
5.5 Overdue Charges. Undisputed overdue amounts will accrue interest at a rate of 1.0% per month, or the rate specified by law, whichever is lower. We may, without limiting our rights and remedies, suspend your use of the Services and Support Services until overdue amounts are paid in full.
5.6 Taxes. Fees specified in quotes and Order Forms do not include any Taxes (see definition at 12.12 below). You are solely responsible for payment of all Taxes associated with your purchases hereunder, excluding any Taxes based on Sugar's net income or property.
5.7 Use Reporting. You agree to maintain accurate records sufficient to allow us to verify your number of Subscription Users. Within 30 days of delivery of a written request by us, you shall provide us with copies of such records. If we find that you have more Subscription Users than you paid for, you agree to pay the applicable fees for the additional Subscription Users within 10 days of us invoicing you such fees. Those additional users may use the Services from the effective date stated on the applicable Order Form through the remainder of your then-current Subscription Term.
6 Term and Termination.
6.1 Term. This Agreement commences on the Effective Date and continues through the Subscription Term until all of your Subscriptions hereunder have expired or have been terminated. The Subscription Term shall be as specified in the applicable accepted Order Form. At the end of the Subscription Term, this Agreement shall automatically renew for a term equal in duration to the Subscription Term ("Renewal Term"), unless either party gives the other party at least ninety (90) days written notice of an intent not to renew prior to the expiration of the Subscription Term. At the end of each Renewal Term, this Agreement shall automatically renew for an additional renewal term equal in duration to the prior renewal term, unless either party gives the other party at least ninety (90) days written notice of an intent not to renew prior to the expiration of the applicable term.
6.2 Termination by You or Sugar. Either party may terminate this Agreement and any then-current Order Form prior to the end of a Subscription Term if the other party: (i) materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for 30 days following written notice of the breach or (ii) becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.
6.3 Effect of Termination. Except as expressly set forth in this Agreement, no refunds of payments will be made to you in the event of termination, unless termination of this Agreement is a result of a material and uncured breach by Sugar as set forth in Section 6.2, in which case you will be entitled to a refund of the pro-rated portion of fees associated with such breach from the date of termination to the end of the Subscription Term. Upon expiration or termination of this Agreement, the rights granted to you under this Agreement and any then-current Order Forms will be immediately revoked and we may immediately deactivate your account. In such a case, we shall be entitled to keep copies of Customer Data solely to the extent necessary for the performance of our obligations under this Agreement and to comply with applicable laws. In no event shall any termination relieve you of the obligation to pay any fees payable to us for any period prior to the effective date of termination.
6.4 Surviving Provisions . Sections 3, 5, 6, 7, 8.3, 9, 10, 11 and 12, and all of Exhibit A, shall survive the termination or expiration of this Agreement.
7 Confidentiality. During the Term of this Agreement, the parties may share private, proprietary, or otherwise confidential information with each other. The parties therefore agree as follows:
(a) Such information shall be considered "Confidential Information" if it (i) is marked or indicated by the disclosing party as confidential, or (ii) should reasonably be understood by the Recipient as being confidential. Confidential Information does not include information that: (a) was already known to the Recipient through no wrongful act of Recipient or its agents or the party that disclosed it to Recipient, or (b) was already in the public domain through no wrongful act of the Recipient or its agents, or (c) is independently developed by the Recipient without reference to any Confidential Information disclosed hereunder.
(b) The party receiving Confidential Information (the "Recipient") will (i) protect and prevent that information from being disclosed to third parties, (ii) disclose Confidential Information to its employees, officers, directors, or agents on a need-to-know basis and only to the extent necessary to fulfill the purposes of this Agreement, and (iii) ensure that each such person abides by the terms of this section 7.
(c) The Recipient will promptly notify the disclosing party in writing of any (i) disclosure of Confidential Information in violation of this Agreement, and (ii) subpoena, demand, court order, or other legal demand requiring disclosure of Confidential Information in sufficient time for the disclosing party to seek to prevent such disclosure.
(d) Confidential Information disclosed under this Agreement shall be and remain the sole property of the disclosing party.
(e) Upon expiration or termination of this Agreement, the Recipient will comply with any request from the disclosing party to promptly return or destroy all copies of Confidential Information disclosed hereunder, provided, however, that the Recipient shall be entitled to retain archival or back-up copies of Confidential Information solely for legal, regulatory, compliance, or reasonable document-retention purposes.
(f) The parties agree that the disclosing party will suffer irreparable injury if its Confidential Information is disclosed in violation of the terms of this Agreement. The parties therefore agree that the disclosing party shall be entitled to obtain injunctive relief against a threatened breach or continuation of any such breach.
8.1 Sugar Warranty. Sugar warrants that the Services will perform materially in accordance with Sugar's online user specifications for the Services. If the Services do not conform to such warranty, and you notify us of the same in writing within 30 days of when you become aware of such issue, we will use commercially reasonable efforts to repair or replace the non-conforming component(s) of the Services. You agree that Sugar will not be responsible for any non-conformance resulting from or caused by any of the following: (i) Malicious Code present in Customer Data, (ii) your or your agent's modification of the Services, unless the same were made pursuant to our specific written instruction, (iii) hardware or software not supplied by Sugar. Your sole and exclusive remedy for an uncured breach of the warranty contained in this Section 8.1 shall be to terminate the Agreement and, where you exercise such right of termination, to have us refund to you the pro rated portion of any pre-paid Subscription fees from the effective date of such termination to the end of the Subscription Term.
8.2 Mutual Warranty. Each party warrants to the other party that it has the legal power and authority to enter into this Agreement and that the person signing for that party has the authority to bind that party to the terms of this Agreement.
8.3 Disclaimer of Implied Warranties. SUGAR DISCLAIMS ALL IMPLIED REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
(a) We will defend you against claims that the Services infringe a third party's U.S. patent, trademark, or copyright, and Sugar will indemnify you against damages and costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction, or paid in a settlement of the claim approved in writing by Sugar.
(b) We will have no obligation to defend or indemnify you for claims that arise from your (i) modification of the Services, or use or combination of the Services with software, hardware, data, or processes not provided by Sugar, if the Services would not infringe but for such use, combination, or modification, unless the same was made or done pursuant to Sugar's specific written instruction, or (ii) your continued use of the Services after being notified that we have taken one or more of the measures set forth in section 9(c)(i) or (ii).
(c) In the event that Sugar believes or it has been legally determined that the Services or any part thereof may or do violate third-party intellectual property rights, we may, in our sole discretion: (i) procure for you the right to continue using such Services or any applicable part thereof, or (ii) modify or replace such Services or the subject part thereof with a non-infringing version (or part thereof). If we determine in our sole discretion that (i) or (ii) of this Section 9(c) are not commercially feasible, you shall have the right to terminate this Agreement solely with respect to the infringing Services; in the case of such a termination, we will refund to you the pro- rated unused portion of any pre-paid Subscription fees for the infringing Services.
(d) You will defend Sugar against claims or proceedings alleging that Customer Data or our transmission or hosting thereof infringes or violates the rights of a third party or violates data privacy or protection laws, and you will indemnify Sugar against damages and costs (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or in a settlement of the claim approved in writing by you.
(e) Conditions. Neither party shall be required to defend or indemnify the other unless the party seeking a defense or indemnification (the "Requestor") (i) notifies the other party within 10 calendar days of the claim being served on the Requestor, (ii) gives sole control of the defense and settlement of the claim to the other party, and (iii) provides all information and assistance reasonably requested by the other party in defending or settling such claim at the Requestor's expense.
10 Limitation of Liability.
10.1 Limitation on All Damages. EXCEPT FOR THE PARTIES' INDEMNITY OBLIGATIONS, A BREACH OF SECTION 1.5 HEREOF, AND YOUR OBLIGATION TO PAY SUBSCRIPTION FEES, IN NO EVENT SHALL EITHER PARTY'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED IN THE AGGREGATE THE TOTAL AMOUNT PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING WHEN THE CLAIM AROSE.
10.2 Disclaimer of Consequential Damages. EXCEPT AS MAY BE PROHIBITED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS OR LOST REVENUE OR FOR ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING.
10.3 Scope of Limitations on Liability. THE LIMITATIONS SET FORTH IN THIS SECTION 10 SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY ON WHICH CLAIMS ARE BROUGHT.
11.1 Publicity. You agree that Sugar may include your name on a customer list.
11.2 United States Government Users. The Services and products were fully developed at private expense, and the products are commercial computer software as defined in FAR 2.101. Any related documentation, technical data, or services are also commercial. In accordance with FAR 12.212 and DFARS 227.7202, all rights conferred in the Services, related documentation, technical data, services, or any deliverable to the United States Government are specified in this Agreement. All other uses are prohibited and no ownership rights are conferred.
11.3 Export Compliance. Sugar products are subject to certain export control laws and regulations, including those of the United States Government. As may be reasonably necessary for us to comply with such laws, you agree to cooperate with our attempts to secure any legally-required export licenses and authorizations. You agree to make your records available to us upon reasonable request to permit us to confirm your compliance with your obligations as set forth in this section 11.3. You will not permit anyone to use the Services who is in any U.S. embargoed country or region or who is on a U.S. government sanctioned or denied party list. You represent that you are not named on any U.S. government sanctioned or denied party list.
11.4 Assignment. Neither party may assign any of its rights or obligations under this Agreement without the prior written consent of the other party (not to be unreasonably withheld), except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the party's assets. In the case of an assignment permitted under this Section 11.4, the assigning party agrees to ensure that the assignee agrees in writing to the terms of this Agreement.
11.5 Relationship of the parties; No Third-Party Beneficiaries. The parties hereto are independent entities. Nothing in this Agreement or any attachment hereto creates or will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. There are no third-party beneficiaries to this Agreement.
11.6 Choice of Law. This Agreement shall be 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. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.
11.7 Disputes; Arbitration. The parties agree that all disputes between them shall be finally resolved by binding arbitration before a single neutral arbitrator under the auspices of the American Arbitration Association or JAMS. The arbitrator shall give a written opinion stating the factual basis and legal reasoning for their decision. The prevailing party shall be entitled to an award of its reasonable attorneys' fees and costs associated with the arbitration. Any arbitration in the U.S. shall take place in Santa Clara County, California. An arbitration award shall be enforceable in a court of competent jurisdiction over the parties. No claim shall be initiated or filed against the other party more than one year after the cause of action arises. Notwithstanding the foregoing, any (a) request by a party for injunctive relief shall be brought before a court of competent jurisdiction and not through arbitration, nor shall an arbitrator have the authority to issue injunctive relief, and (b) claim of breach of Section 7, 8, 9, or 10 hereof shall be separately brought before and decided by a court of competent jurisdiction; the parties hereby voluntarily waive a trial by jury of all such claims.
11.8 Manner of Giving Notice. Notices regarding this Agreement shall be in writing and addressed to you at the email address or mailing address you provide, or, in the case of Sugar, to email@example.com.
11.9 Force Majeure. Neither party shall be liable to the other for any delay or failure to perform hereunder (excluding payment obligations which may be delayed but not excused) due to circumstances beyond such party's reasonable control, including acts of God, acts of government, pandemic, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party's employees), service disruptions involving hardware, software or power systems not within such party's reasonable control, and denial of service attacks.
11.10 Official Language. Except as prohibited by law, the only binding version of this Agreement is the English version, even if (a) you have requested a version in another language, or (b) you and/or we sign another such version at your request; any translations of this Agreement provided by Sugar are for your convenience only, and may not correspond to the terms, language, or phrasing of the English version of this Agreement.
11.11 Entire Agreement. This Agreement represents the entire agreement of the parties concerning the subject matter thereof and is intended to be the final expression of their parties' agreement and intent. This Agreement supersedes all prior and contemporaneous agreements, proposals, and representations, whether written or oral. The parties agree that any terms or conditions stated or referenced in or on a document or documents other than this Agreement that contradict this Agreement are null and void. No amendment or waiver of any provision of the Agreement shall be effective unless in writing and signed by both parties.
11.12 Severability; Construing; Counterparts. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect. The parties expressly agree that this Agreement shall not be construed against either party as the drafter. This Agreement may be executed in counterparts.
12.1 "Agreement" includes this Master Subscription Agreement (which includes Exhibit A), the Order Form, the Data Processing Agreement between the parties if any, and any Sugar terms and conditions incorporated by reference in those documents. This Agreement does not include non-English of any document except to the extent required by law.
12.2 "API" means application programming interfaces provided by Sugar as part of the Services or which is made available by a third party.
12.3 "Critical Control Software" means software with functionality that reports the number of authorized Subscription Users or otherwise provides Sugar (and its authorized resellers and partners, where applicable) with the ability to monitor certain usage of the Services.
12.4 "Customer Data" means any and all data that you or your Subscription Users upload, input, or use in connection with your use of the Services, and includes but is not limited to personal data, personally-identifiable data, and data provided to you by third parties. "Customer Data" does not include "Usage Data".
12.5 "Impermissible Activity" includes the following: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to all or any portion of the Services, or provide the Services on a timesharing, service bureau or other similar basis, (b) remove or alter any patent, copyright, trademark or other proprietary notice in the Services, products, or documentation, (c) modify, remove or disable any portion of the Critical Control Software, (d) cause the Services or the products to become subject in whole in or in part to a copyleft license, (e) use the Services in any manner that could damage, disable, disrupt, overburden, or impair the integrity or performance of, the Services or the products, (f) use the Services or permit them to be used for purposes of product evaluation, benchmarking or other comparative analysis intended for publication without Sugar's prior written consent (g) use the Services in violation of applicable laws governing data protection and privacy, (h) violate third-party rights in connection with the use of the Services, (i) file or participate in an examination proceeding or other challenge to the validity of any patent that covers the Services or products, (j) use the Services to store, upload, transmit, or email any (i) infringing, libelous, or otherwise unlawful or tortious material, or in violation of third-party privacy or confidentiality rights, or (ii) personal data of a person under the age of eighteen, (k) introduce or subject the Services or the products to any viruses, worms, defects, Trojan horses, or any items of a destructive nature, (l) reverse engineer, decompile, disassemble, decipher, analyze, translate, or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or the products or any software, documentation or data related to or provided with the Services, or (m) frame, fork, or mirror the Services.
12.6 "Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents, or programs.
12.7 "Modifications" means the Services or the products which comprise the Services as updated, upgraded, changed, enhanced, or customized to enable you to use the Services in your unique environment or instance.
12.8 "Order Form" means (i) a document for purchases of Subscriptions hereunder, prepared by Sugar or an Authorized Partner, that is signed by you and that is accepted by Sugar, and (ii) the documentation associated with your purchase via Sugar's website store including any order confirmations sent by Sugar.
12.9 "Subscription" means your right to use the Services for the Subscription Term, per the terms of this Agreement.
12.10 "Subscription Term" means the period of time which you may access the applicable Services as set forth in an Order Form.
12.11 "Subscription User" means an individual employee, contractor or agent of you that you have authorized to use the Services and who has been given a user identification and password following your payment of Subscription fees.
12.12 "Taxes" means any direct or indirect local, state, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including VAT (subject to reverse charge), GST (subject to reverse charge), excise, sales, use or withholding taxes.
12.13 "Third-Party Modules" means software developed by a third party that may add functionality to the Services, the use of which software is governed by the applicable terms and conditions specified by such third party.
12.14 "Third-Party Software" means applications or software products, modules, or add-ons that are developed by third parties, and that may interoperate with the products, the use of which software is governed by the applicable terms and conditions specified by such third party.
12.15 "Usage Data" means diagnostic and usage related content from the computer, mobile phone or other devices that your Subscription Users use to access the Services and may include, but is not limited to, log-in information, IP addresses, internet service, location, type of browser, modules and features that are used and/or accessed, and licensing, system and service performance data. Usage Data does not include Customer Data.
2. During the Subscription Term, if you have paid the applicable fees and are in compliance with the terms and conditions of the Agreement, Sugar shall provide automatic updates to your instance of the Services with Software Releases. "Software Releases" may be comprised of Maintenance Releases and/or Feature Releases: "Maintenance Releases" means an update to the Services which includes fixes to known defects and does not intentionally introduce any new or modified application behavior. "Feature Releases" means a software update which includes both fixes to known defects and introduces new or modified application behavior or changes the available features or functionality of the Services.
3. If you decide to customize the Services for your environment, you agree that such customization will be Sugar-certified customizations using the Sugar Module Loader (or other Sugar-approved method) and compliant with established industry security standards.
4. You agree that you will not, directly or indirectly, conduct any activity that will degrade performance beyond an acceptable level, including but not limited to: (a) conducting automated functionality tests or load tests on the Services against your staging and/or testing environments, (b) creating Internet links to the Services, and/or (c) deploying custom modifications that adversely impact the Sugar infrastructure due to incompatible code, inefficient code or architecture practices. If you do any of the foregoing, Sugar shall have the right to terminate or suspend your account and access to the Services without any refund or credit until you correct such violation to Sugar's reasonable satisfaction.
5. The maximum disk storage space, including any replication(s) of your environment (i.e., sandbox) will be determined based on the Services subscription purchased by you (the "Storage Limit"). If the amount of storage required by you exceeds the Storage Limit, Sugar shall invoice you for the then-current storage fees for such excess use. You agree to pay such data storage fees within thirty (30) days of invoice.
6. The Sugar Cloud service is not configured to receive or store government-regulated, controlled or similarly restricted data ("Regulated Data"), including without limitation technical data controlled by International Traffic in Arms Regulations and personal health information under HIPAA. You agree that neither you nor any Subscription Users will use the Sugar Cloud version of the Services to store Regulated Data or provide access to or submit or transmit any Regulated Data to Sugar when requesting Support Services or otherwise. Sugar reserves the right to suspend or terminate the Subscription immediately if you are found to be in violation of this Section.
7. You may submit a request to Sugar to receive the number of recoveries of Customer Data from backup per calendar month free of charge (the "Recoveries") as indicated by the Services Subscription that is purchased by you. Additional Recoveries may be available for an additional charge at Sugar's then-current rate for such Recoveries, which rate can be ascertained by contacting a Sugar sales representative.
8. Upon your request to Sugar and at no additional charge, you are entitled to receive the number of duplicates of your environment (data application logic and configuration) ("SandBox") per calendar month, as indicated by the Services version for which you have purchased a Subscription. Any additional requests for a Sandbox shall be subject to Sugar's then-current fees for such services. A Sandbox is intended to be used for development, testing, or staging of any modifications to your environment instance, and not for use as an environment instance.
9. If you are using Sugar Cloud as of the effective date of termination, upon written request by you made within ninety (90) days of the effective date of expiration or termination of the Agreement (the "Post-Term Period"), Sugar agrees to make available to you a copy of your Services environment. Further, during the Post-Term Period and upon your request, Sugar shall grant you limited access to Sugar Cloud for the sole purpose of permitting you to retrieve Customer Data, provided that you have paid in full all good faith undisputed amounts owed to Sugar. Upon expiration of the Post-Term Period, Sugar will have no further obligation to maintain or provide to you any Customer Data and may thereafter, unless legally prohibited, delete all Customer Data in its systems or otherwise in its possession or under its control.
1. Subject to the terms of this Agreement, Sugar will make the Services available to you and your Subscription Users for use at your premises or on a Customer-controlled server within a third-party data center, and grants you, during the Subscription Term only, a non-exclusive, revocable, non-transferable (except as provided in Section 11.4 of the Agreement) right to install, use and modify the Services solely for your own internal business purposes.
2. Sugar shall electronically deliver or make available the Services and the information necessary for your use and installation of the Services.
3. During the Subscription Term, Sugar may provide Long Term Supported Releases to the Services, from time to time. You understand and agree that you may not have immediate access to new or improved features or newer versions of the Services until the Long Term Supported Release is issued to On-Site customers by Sugar. "Long Term Supported Release" means a Services update that includes fixes to known defects, introduces a new or modifies existing application behavior and/or changes the available features or functionality of the Services.
4. You understand and acknowledge that Sugar regularly retires older versions of the Services and that Support Services on the older versions of the Services are only provided to customers for a designated period of time (the "End-of-Life Policy"). The End-of-Life Policy for Services versions can be found at: https://support.sugarcrm.com/Resources/Supported_Versions or its successor url. You understand and acknowledge that Support Services for the Services will end according to the End of Support Dates indicated therein and that prior to the End of Support Date for the version of the Services that you are using, you must upgrade to the latest supported version of the Services in order to continue receiving Support Services from Sugar. Sugar reserves the right to modify its End-of-Life Policy in the future.
1. Hint provides access to certain data and information ("Content"), including Content regarding companies and/or individuals, which is licensed to Sugar from third parties ("Content Providers"). Sugar reserves the right to replace Content Providers and to provide different Content or cease providing certain types of Content, at its sole discretion. You agree that any use of Hint or the Content by you will be in compliance with all applicable laws and regulations. Any provisions in the Master Subscription Agreement regarding Sugar's obligations for third-party claims or indemnification do not apply to Content.
2. Sugar grants you a limited nonexclusive right to install the Hint module in your instance of Sugar and to access and use the Hint service via the Hint module during the Subscription Term. The number of users authorized to use Hint shall not exceed the number of Subscription Users indicated in the Order Form, and you are required to purchase a Subscription to Hint equal to the number of Sugar Subscription Users for which you have paid. Content may only be accessed through Hint and such Content may only be saved within the database associated with the Sugar instance. Your administrator(s) may reassign Hint use rights during the Subscription Term if a former Hint User Subscription User no longer requires access to or uses the Hint service.
3. Hint is supported in accordance with the standard support terms for the Sugar Services. Any service level or uptime commitments contained in this Agreement with regards to Sugar do not apply to Hint.
4. 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 you 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 hereby granted to you.
5. Hint interoperates with your instance (whether On-Site or Sugar Cloud) of Sugar. Hint is a Sugar Cloud service only. Sugar offers Hint via servers located in the United States (or such other location(s) as Sugar may determine in its sole discretion) regardless of the location of your Sugar deployment.
7. 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 you are using Hint for obtaining personal data from EU data subjects, the following shall apply:
a. You 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 beliefs or trade union membership, or data concerning health or sex life or sexual orientation.
b. You may only transfer any data of EU data subjects to countries outside EU if you are in compliance with GDPR Art. 46 (1) and (2).
8. You 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 Sugar 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 your own intranets or otherwise for your own internal business purposes; or (i) reverse engineer Hint, or attempt to gain unauthorized access to the Hint service or its related systems.
9. Content is provided "as-is," without any warranty of any kind, whether express, implied, statutory or otherwise, and Sugar disclaims all warranties, including any warranties of merchantability, fitness for a particular purpose, and noninfringement, to the maximum extent permitted by applicable law. Sugar does not warrant the comprehensiveness, correctness, quality, or accuracy of the content or that access to the content will be uninterrupted, current or error free. Sugar and content providers make no warranty whatsoever about the 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 you. You assume all responsibility and risk for your use of content.
1. The Service provides access to certain data and information ("Content") including Content regarding companies and/or individuals, which is obtained from Subscription Users' email accounts. You agree that your use of Sugar Connect will be in compliance with all applicable laws and regulations, including but not limited to applicable privacy laws.
2. Upon the purchase by you of a subscription from Sugar to use Sugar Connect, Sugar grants you a limited nonexclusive right to use Sugar Connect. The number of users authorized to use Sugar Connect shall not exceed the number of Subscription Users indicated in the Order Form. 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 Sugar Connect.
4. Sugar Connect interoperates with your instance of Sugar. Sugar offers the Service via servers located in the United States, regardless of the location of your Sugar deployment.
5. 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 you are using the Services for obtaining personal data from EU data subjects, the following shall apply:
a. You shall not use Sugar Connect for obtaining or attempting to obtain or for enriching (a) personal data of any EU data subject below the age of 16, or (b) other sensitive data such as data regarding racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, or data concerning health or sex life or sexual orientation.
b. You may only transfer data of EU subjects to countries outside the EU if you are in compliance with GDPR Art. 46 (1) and (2).
2. You agree to comply with all applicable laws and regulations with respect to your use of Sugar Market, including without limitation, all local and national laws applicable to bulk and commercial email in the regions where you and your Subscription Users have business operations or where their email recipients are located (e.g., the CAN-SPAM Act and CASL). Sugar reserves the right to immediately suspend or terminate services to you for not adhering to such laws or these policies. You shall not, in any correspondence sent through Sugar Market: (a) send email with false, misleading, or deceptive content, including to and from addresses, subject lines, header information, and message bodies; (b) use email lists generated through surreptitious means, including "scraping" or "harvesting"; (c) use purchased, rented or third party lists of email addresses; or (d) send Unsolicited Email. For purposes of this Agreement, the term "Unsolicited Email" means any email sent to persons other than: (i) persons with whom you have an existing business relationship, or (ii) persons who have consented to the receipt of such email, including publishing or providing their email address in a manner from which consent to receive email of the type transmitted may be reasonably implied. You will provide a clear, easy-to-use, and fully functional "unsubscribe" or "opt-out" method for recipients to revoke consent to receiving future emails from the sender, which must be included in every email sent via the Services. You shall honor any and all such revocations of consent according to all applicable laws. You will also provide the sender's valid physical postal address within the content of each email sent via the Sugar Market.
3. As between Sugar and you, you own any data, information or material originated by you that you submit, collect or provide in the course of using Sugar Market, including Customer Data. You shall be solely responsible for the accuracy, quality, content and legality of Customer Data, the means by which such data is acquired, and the transfer of such data outside of Sugar Market.
4. If at any time Sugar determines that your database size ("Database Size") has exceeded the maximum database size listed on an Order Form, Sugar shall notify you (which may be via email) and you shall have fourteen (14) days to bring your Database Size within the designated limit. If You fail to do so within fourteen (14) days after receipt of Sugar's notice, you will be charged Sugar's then-current usage fees applicable to such overage and such fees shall continue to apply for the remainder of the Term.
5. Sugar will provide assistance and support for your use of the Services and will use commercially reasonable efforts to respond to and resolve your support issues. Sugar will have no obligation to support problems occurring due to causes external to Sugar Market or otherwise beyond the reasonable control of Sugar. Sugar Market may be temporarily unavailable from time to time for scheduled maintenance, unscheduled emergency maintenance, or due to other causes beyond Sugar's reasonable control.
6. Sugar may, without notice to you, update or otherwise modify Sugar Market in its sole discretion, including without limitation providing updates or modifying features or functionality, or removing features or functionality (collectively, "Updates"). This Agreement applies to all such Updates. In the event Sugar discontinues the sale of any material portion of the Sugar Market, Sugar will either (at Sugar's option): (a) terminate provision of the discontinued Services and refund your pro-rated fees prepaid by you for use of Sugar Market that would otherwise have been provided to you; or (b) continue to make Sugar Market available to you through the end of your current Term, provided that the applicable fees for such period have been paid to Sugar.
1. Each Sugar Integrate subscription grants the right to integrate the Sugar Services with a single instance of an external system. You agree to use each such subscription for one instance of an external system. Integration with multiple instances of external systems require multiple subscriptions. The number of API calls for each subscription is limited to 300,000 API calls/month. You agree that an additional subscription fee will be applicable and due to Sugar if the API calls/month limit is exceeded. You acknowledge and agree that implementation service hours are not included and must be purchased separately.
2. Each Sugar Integrate Data Loader subscription grants the right to one read-only Migration Adapter to an external system available for use up to 60 days from the date of purchase. You agree to those restrictions. The number of API calls for each subscription is limited to 1,000,000 API calls/month. You agree that an additional subscription fee will be applicable and due to Sugar if the API calls/month limit is exceeded or if the 60 days availability limit is reached. You acknowledge and agree that Implementation service hours are not included and must be purchased separately.
3. Sugar will provide assistance and support for your use of the Services and will use commercially reasonable efforts to respond to and resolve your support issues. Sugar will have no obligation to support problems due to causes external to the Services or otherwise beyond the reasonable control of Sugar. The Services may be temporarily unavailable from time to time for scheduled maintenance, unscheduled emergency maintenance, or due to other causes beyond Sugar's reasonable control.
4. Sugar may, without notice to you, update or otherwise modify the Services in its sole discretion, including without limitation providing updates or modifying features or functionality, or removing features or functionality (collectively, "Updates"). This Agreement applies to all such Updates. In the event Sugar discontinues the sale of any material portion of the Services, Sugar will either (at Sugar's option): (a) terminate provision of the discontinued Services and refund you pro-rata for the fees prepaid by you with respect to the discontinued Services that would otherwise have been provided to you; or (b) continue to provide the Services to you through the end of your current Term, provided that the applicable fees for such period have been paid to Sugar.
1. You are solely responsible for all code, video, images, information, data, text, software, music, sound, photographs, graphics, messages or other materials that it or its users of Sugar Discover upload, post, publish or display in the use of Sugar Discover ("Content"). You hereby represent that you own or otherwise have the right to keep and use all Content. Sugar reserves the right to remove Content that violates the terms of this master subscription agreement or to suspend or terminate your access to the Services for such violation.
1. "Portal" means a Software module provided by Sugar that is designed to communicate with the Services. "Portal User" means an individual who is an employee of one of your customers, who is permitted to access and use the Portal.
2. Where applicable, you shall have a non-exclusive, revocable, non-transferable right to access and use the Portal in a development and Services environment during the Subscription Term, in each case solely for your own internal business purposes and limited to the number of concurrent Portal Users as indicated by the Services version for which a Subscription is purchased by you. Concurrent usage is measured by the number of Portal Users logged in at any one point in time. Portal User accounts cannot be shared or used by more than one individual. Notwithstanding anything to the contrary in this Exhibit A, one of your employees may access and use the Portal for administration purposes only (i.e., to provide access to Portal Users).
Last modified: 2020-08-05 12:41:53