CRM

CRM PROGRAM RENTAL AGREEMENT

By accepting this Agreement, either by clicking a box indicating Your acceptance or by executing an Order Form that is related to this Agreement, You agree to the terms of this Agreement and User Guide. If You are entering into this Agreement on behalf of a company or other legal entity, You represent and warrant that You have the authority to bind such entity to these terms and conditions. If You do not have such authority, or if You do not agree with these terms and conditions, You must not accept this Agreement and may not use the Services.

  1. Definitions

    1. Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

  2. Object of the Agreement

    1. The Lessor makes available online via the Customer login link at http://www.tangocrm.com and/or other web pages designated by Lessor for the Customer’s use, for the Subscription term and for profit-making purposes, of a CRM program. 

  3. Rental Services

    1. The Lessor shall make the Rental Services available to the Customer pursuant to this Agreement, User Guide and the relevant Order Forms during a Subscription term.
    2. Unless otherwise specified in the applicable Order Form, (i) Services are provided as User subscriptions and may be accessed by no more than the specified number of Users, (ii) additional User subscriptions may be added during the applicable Subscription term at the same pricing as that for the pre-existing subscriptions thereunder, and (iii) the added User subscriptions shall terminate on the same date as the pre-existing subscriptions. User subscriptions are for designated Users only and cannot be shared or used by more than one User but may be reassigned to new Users replacing former Users who no longer require ongoing use of the Services, provided that the Customer sends a prior notice regarding such reassignment to the Lessor.

  4. Use of the Services

    1. The Customer’s obligations:
      1. The Customer shall be responsible for Users’ compliance with this Agreement and User Guide.
      2. The Customer shall be responsible for the accuracy, quality and legality of the Customer’s data.
      3. The Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify the Lessor promptly of any such unauthorized access or use.
      4. The Customer shall use the Services only in accordance with the terms of this Agreement, User Guide and applicable laws.
      5. The Customer shall pay all charges and fees specified in the Agreement and Order Forms following the terms and conditions specified hereunder.
      6. The Customer shall not (i) make the Services available to anyone other than Users, (ii) sub-rent or lend the Services, (iii) use the Services to store or transmit infringing, libellous, or otherwise unlawful or tortuous material, or to store or transmit material in violation of third-party privacy rights, (iv) use the Services to store or transmit Malicious Code, (v) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (vi) attempt to gain unauthorized access to the Services or their related systems or networks.
    2. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of page views by visitors to those websites, etc. Any such limitations are specified in this Agreement and User Guide.
    3. From time to time the Lessor may invite the Customer to try, at no charge, other Lessor’s products or services ("Pilot Services"). The Customer may accept or decline provision of any Pilot Services by sending a notice to the Lessor. Pilot Services are provided for evaluation purposes only, and may contain bugs or errors, and may be subject to additional terms. Pilot Services are not considered “Services” under this Agreement and the Lessor provides no express or implied warranties related thereto. The Lessor may discontinue Pilot Services at any time in the Lessor’s sole discretion.
    4. Provision of the Services is subject to the limitations, if any, set out by Council Regulation (EC) No 394/2006 of 27 February 2006 amending and updating Regulation (EC) No 1334/2000 (with subsequent amendments) setting up a Community regime for the control of exports of dual-use items and technology and subject to limitations, if any, set out by applicable laws, implementing the Council Regulation referred herein.

  5. Non-tangocrm.com providers

    1. The Lessor or third parties may from time to time make available to the Customer third-party products or services, including but not limited to Non-tangocrm.com applications and implementation, customization and other consulting services. Any acquisition by the Customer of such Non-tangocrm.com products or services, and any exchange of data between You and any Non-tangocrm.com provider, is solely between You and the applicable third party. The Lessor does not warrant or support Non-tangocrm.com products or services, whether or not they are designated by the Lessor as “certified” or otherwise, except as specified in an Order Form. Subject to Section 5.3 of the Agreement, no purchase of Non-tangocrm.com products or services is required to use the Services except a supported computing device, operating system, web browser and Internet connection.

  6. Payment for the Rental Services

    1. The Customer shall pay all fees specified in the Order Forms hereunder. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services provided and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, unless otherwise provided in this Agreement, and (iii) the number of User subscriptions and extent of the Services ordered cannot be decreased during the relevant Subscription term stated on the Order Form. User subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for User subscriptions added in the middle of a monthly period will be charged for that full monthly period and the monthly periods remaining in the Subscription term.
    2. The Customer shall provide the Lessor with valid and updated credit card information, or alternative document reasonably acceptable to the Lessor, or make due rental payments via Paypal applications. If the Customer provides credit card information to the Lessor, the Customer authorizes the Lessor to charge such credit card for all Services listed in the Order Form for the initial Subscription term and any renewal subscription term(s) as set forth in Section 12.3 of this Agreement. Such fees or charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment shall be made by a method other than a credit card (e.g. Paypal applications), the Lessor will invoice the Customer after the due rental payments are made on the basis of the entered Order Form. Unless otherwise stated in the Order Form, the invoice for the Rental Services will be sent to the Customer’s e-mail address specified in the entered Order Form within 7 business days after the due rental payments are recorded in the Lessor’s bank account. The Customer is responsible for providing complete and accurate billing and contact information to the Lessor and notifying the Lessor of any changes to such information.
    3. If any fees or charges are not received from the Customer by the due date, then (i) the Customer shall pay the accrued late interest at the rate of 0,05% from the overdue amount for each day in delay, and/or (ii) the Lessor may condition future subscription renewals on full payment of the overdue fees or charges.
    4. If any amount owing by the Customer under this Agreement for the Services is 30 or more calendar days overdue (or 10 or more calendar days overdue in the case of amounts the Customer have authorized the Lessor to charge to the Customer’s credit card), the Lessor may, without limiting its other rights and remedies, accelerate the Customer’s unpaid fee obligations under the Agreement so that all such obligations become immediately due and payable, and suspend the Services under this Agreement to the Customer until such due amounts are paid in full, or terminate the Agreement before the expiry of the Subscription term. The suspension of Services or termination of the Agreement is subject to 14 calendar days’ prior notice that the Customer’s account is overdue.
    5. Unless otherwise stated in the Order Form, the Lessor’s fees or charges under this Agreement do not include any taxes, levies, duties or similar governmental mandatory assessments of any nature, including but not limited to value-added, profit, use or withholding taxes (hereinafter referred to as "Taxes"). The Customer is responsible for paying all Taxes associated with the Services hereunder. If the Lessor has the legal obligation to pay or collect Taxes for which the Customer is responsible under this Agreement, the appropriate amount shall be invoiced to and paid by the Customer, unless the Customer provides the Lessor with a valid tax exemption certificate authorized by the appropriate taxing authority.

  7. Proprietary rights

    1. Subject to the limited rights expressly granted hereunder, the Lessor reserve all rights, title and interest in and to the Services and CRM program, including all related intellectual property rights. No rights are granted to the Customer hereunder other than as expressly set forth herein.
    2. The Customer shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivate works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer the Services, unless permitted by applicable laws, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
    3. If the Customer, a third party acting on Customer’s behalf, or a User creates applications or program code using the Services, the Customer shall authorize the Lessor to host, copy, transmit, display and adapt such applications and program code, solely as necessary for the Lessor to provide the Services in accordance with this Agreement. Subject to the above, the Lessor acquires no right, title or interest from the Customer or Customer’s licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.
    4. Subject to the limited rights granted by the Customer hereunder, the Lessor acquires no right, title or interest from the Customer or Customer’s licensors under this Agreement in or to the Customer’s data, including any intellectual property rights therein.
    5. The Lessor shall have a charge-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by the Customer, including Users, relating to the operation of the Services and/or CRM programme.

  8. Confidentiality

    1. The Customer’s Confidential Information shall include the Customer’s data. Lessor’s Confidential Information shall include the Services and any information related to the CRM programme. Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information (other than the Customer’s data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
    2. The Receiving Party shall (i) use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (ii) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither Party shall disclose the terms of this Agreement or any Order Form to any third party other than its affiliates, Users and their legal counsel and accountants without the other Party’s prior written consent.
    3. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest or opts not to contest such disclosure.

  9. Warranties

    1. The Lessor warrants that (i) it has validly entered into this Agreement and has the legal power to do so, (ii) the Services will be provided in accordance with this Agreement and User Guide, (iii) subject to the limitations set out in this Agreement, the functionality of the Services will not be decreased during a Subscription term, and (iv) it will not transmit Malicious Code to the Customer, provided that the Customer or a User does not upload a file containing Malicious Code into the Services and CRM programme and later downloads that file containing Malicious Code.
    2. The Customer warrants that it has validly entered into this Agreement and has the legal power to do so.

  10. Limitation of liability

    1. Neither Party’s liability with respect to any single incident arising out of or related to this Agreement, should it be contractual or delictual liability, shall exceed the amount paid by the Customer to the Lessor under this Agreement in the 12 months period preceding the incident, provided that in no event shall either Party’s aggregate liability arising out of or related to this Agreement, should it be contractual or delictual liability, shall exceed the total amount paid by the Customer to the Lessor under this Agreement. Such limitation of liability  shall not prejudice the Customer’s payment obligations under this Agreement.
    2. In no event shall either Party have any liability to the other Party for any lost profits or revenues or for any other indirect damages however caused, except of the Party’s at breach intentional fault or gross negligence.
    3. Limitation of Party’s liability under this Section shall be subject to mandatory provisions of applicable law and do not intend to alter their application to Party’s civil liability.

  11. Term and termination of the Agreement

    1. This Agreement commences on the date the Customer accept this Agreement and continues until all User subscriptions granted in accordance with this Agreement have expired or been terminated.
    2. User subscriptions commence on the date when the Lessor receives full payment for the Rental Services, the amount of which is specified in the applicable Order Form, and continue for the Subscription term specified therein.
    3. Except as otherwise specified in the applicable Order Form, all User subscriptions shall automatically renew for additional periods equal to the expiring Subscription term or one year (whichever is shorter), unless either Party gives the other Party a notice of non-renewal at least 20 calendar days before the end of the relevant Subscription term. The per-unit pricing during any such renewal term shall be the same as that during the prior Subscription term, unless the Lessor has given the Customer written notice of a pricing increase at least 30 calendar days before the end of such prior Subscription term, in which case the pricing increase shall be effective upon renewal and thereafter.
    4. A Party may unilaterally, without referring to the court, terminate this Agreement for cause: (i) upon 14 calendar days prior written notice to the other Party of a material breach of the Agreement or User Guide if such breach, following the request of the Party, remains uncured at the expiration of such period, or (ii) if the other Party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, restructuring, liquidation, or (iii) the other Party have stopped or threatens to stop due payments under this Agreement.
    5. The Parties agree that breach of Section 3.2, 4.1.1, 4.1.4, 4.2.1, 4.2.2, 4.2.3, 4.2.4, 4.2.5, 4.2.6, 6.1, .6.2, 6.3, 7.2, 7.3, 8.2, 9.1, 9.2 of this Agreement shall be deemed material breach of the Agreement.
    6. Upon any termination for Lessor’s cause by the Customer, the Lessor shall refund the Customer any prepaid fees or charges covering the remainder of the term of all subscriptions after the effective date of termination.
    7. Upon any termination for Customer’s cause by the Lessor, the Customer shall pay any unpaid fees or charges covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve the Customer of the obligation to pay any fees payable to the Lessor for the period prior to the effective date of termination.
    8. Upon request by the Customer made within 30 calendar days after the effective date of termination of a Rental Services subscription, the Lessor will make possible to the Customer for export in Excel format a file of the Customer’s data. After such 30-day period, the Lessor shall have no obligation to maintain or make available any of the Customer’s data and shall thereafter, unless prohibited by applicable law, delete all of the Customer’s Data in the Lessor’s systems or otherwise in Lessor’s possession or under Lessor’s control.
    9. Section 6, 7, 8, 10, 11.6, 11.8, 12.2, 12.3 shall survive any termination or expiration of this Agreement.

  12. Final provisions

    1. This Agreement is concluded between the Customer and Artogama UAB, legal entity incorporated and acting under laws of the Republic of Lithuania, contact address 01/07/2011 Vilnius, Lithuania (hereinabove referred to as “Lessor”).