ACCESS & END USER LICENSE AGREEMENT
IMPORTANT - PLEASE READ CAREFULLE
(Print a copy of this agreement for your future reference.)
CRM Binder, LLC, a Texas limited liability company and its parents, subsidiaries and affiliates (collectively, the "Company" or “We”) offers the service of the software program and mobile application known as the CRM Binder (collectively, all the foregoing are the “CRM Binder”).
This Agreement is a legal agreement between Company and Users (defined below) and governs all aspects of User access to and Company’s delivery of the Services (defined below).
The CRM Binder makes the Software and related information and services available to an Account Holder and any of that Account’s Authorized Users. CRM Binder is an interactive, evolving system, and enhancements to the existing functionality as well as new features may be added at any time. This Agreement covers the current and all future iterations of CRM Binder.
- Definitions. For purposes of this Agreement:
- "Software" means the portions of the Software that can be accessed by Account Holders and Authorized Users.
- "Services" means all features of the Software including but not limited to those services that provide the functionalities, capabilities, user interface, as well as reporting and other aspects of the CRM Binder. Company reserves the right at any time and from time to time to modify temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that Company shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.
- "Content" means the text, documents, emails, video files, audio files, archived files, compressed files, numbers, pictures, sound, graphics, logos, marks, symbols, software, and all other data used in conjunction with, or otherwise made available through, the Software and by Company.
- "User Profile" means any user-supplied or user-generated data associated with a single User including but not limited to demographic and business information, narrative notes and/or pictures.
- "User Data" means user-supplied or user-generated data that have been entered into the Software in the form of User Profile(s) as well as reports and related communications associated with the User Profile(s) in the Software.
- "Client Data" means user-supplied or user-generated data that have been entered into the Software in the form of User Profile(s) and any additional information associated with User Profile(s) that has been entered.
- "Account" means the specific relationship with Company established to provide for Your access to the Software and Services via the Account Holder or Authorized User who created a profile/domain You may enter.
- “System Administrator” means the Software System Administrator. The System Administrator serves as the primary contact at Company for an Account Holder or Account Administrator. System Administrator is a role reserved solely for Company.
- "Account Holder" means the party purchasing a subscription or a license (or acquiring rights to a free trial) that provides access to the Software and Services for You.
- "Authorized User" (also “User” or “You”) means any individual person who has been granted access rights and permissions through an Account to use the Software and Services. Any individual who is granted access by invitation to CRM Binder to facilitate to a User shall be referred to as a CRM Binder Authorized User (see definition below). Any User that is not an Authorized User is in breach of this Agreement and is infringing on the intellectual property rights of Company.
- “Account Administrator” means the Authorized User who is the account administrator and manager for the Account that provides access to the Software and Services for You.
- “Program Administrator” means an Authorized User who, for a CRM Binder, is the administrative manager in an Account. A Program Administrator may create and interact with User and Client Data as well as other data in the Account.
- "CRM Binder Authorized User" means a party who has received an invitation from an Authorized User, such as a Program Administrator, and has received access to the Software and/or CRM Binder.
- “Client” means an Account Holder that is the Client of an Authorized User.
- “Reports and Forms” mean screenings, communications, learning profile content, and reports, generated from the Software, the User Data and Client Data for one or more User and their Clients.
- User Access. By clicking on the activation code or accepting an invitation to use the Software, You are accepting the usage rights in the CRM Binder Authorized User role. By accepting an invitation, CRM Binder Authorized Users may access the Software, Services, and Content as allowed in their role.
You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data") and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Service (or any portion thereof). If you suspend regular payment on your account, Company reserves the right to terminate your account.
You will receive an account designation upon completing the Service's registration process. You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your password or account. You agree to (a) immediately notify Company of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session. Company cannot and will not be liable for any loss or damage arising from your failure to comply with this Section.
In addition to all other requirements of this Agreement, Authorized Users agree that, as a condition of participation with the CRM Binder and any of its products and services:
- You are of legal adult age in your country of residence.
- You consent to Company sharing your data with the Client to whom you may be applying, who are active users and clients of the CRM Binder.
- You consent to Company using your data, stripped of any personal identifying information, as necessary to validate or improve their software.
- You acknowledge that the direct contact for the controller of your information at this time is Company. and may be reached via firstname.lastname@example.org with concerns and requests in reference to personal data provided including your right to request access, rectification or erasure of personal data, restriction of processing as well as your right to withdraw consent to personal data at any time.
- You acknowledge that reasonable identification methods and evidence may be required to ensure the identity of the individual submitting requests for access, rectification or erasure of personal data, restriction of processing as well as withdrawal of consent.
- You acknowledge that based on your country of residence you have a right to lodge a complaint with a supervisory authority.
- You acknowledge that by declining consent, rectifying or erasing personal data, restricting processing, or withdrawing consent at any time you may not be able to effectively use the CRM Binder.
- The Software Does Not Provide Legal, Financial or Medical/Psychological Advice. All of the contents of the Software, such as text, data, code, graphics, images, information obtained from Company’s licensors, Content, and other material contained on the Software are for informational purposes only. The Content is not intended to be a substitute for professional legal, psychological, medical, or financial advice, diagnosis, or treatment. Always seek the advice of an attorney, your physician, a licensed therapist or financial advisor, or other qualified professional with any issues or questions you may have regarding a financial matters or, a legal issue, or a medical or mental health condition. Never disregard qualified and professional legal, financial, mental health professional and/or medical advice or delay in obtaining it because of information found on the Software. In the event of a medical emergency, always dial 911 or call a medical professional immediately. Company does not endorse or recommend any specific attorneys, doctors, therapists, financial advisors, tests, products, procedures, vendors, opinions, or other information that may be mentioned on the Software. Reliance on any information provided by Software, Company employees, Contractors, persons appearing on the Software at the invitation of Company, or other visitors to the Software is expressly at your own risk.
- Rights Management. Authorized Users and Account Holders assign access rights and permissions for each CRM Binder Authorized User or Account Holder via a direct or indirect invitation through an activation code. It is understood that Clients perform the role of CRM Binder Authorized User or Account Holder. Although CRM Binder Authorized Users or Account Holders do not assign access rights and permissions to any other users, CRM Binder Authorized Users or Account Holders may aid in the delivery of an indirect invitation or an activation code. No Authorized User will share login information with anyone who is not an Authorized User.
- Term of Agreement.
- Use. The term of this Agreement begins as soon as You click the activation code or accept the invitation either directly or indirectly from the Software or an Authorized User or Account Holder and continues until You navigate away from a CRM Binder domain and/or close Your web browser. Your access to a specific CRM Binder domain(s) ends when the license of single use or subscription of the Account Administrator(s) who created the domain(s) is cancelled or terminated or after one year of no use in the Account Administrator’s user portal when Your relationship with that Account ends.
- Termination. You agree that Company may, under certain circumstances and without prior notice, immediately terminate your Company account, and access to the Service. Cause for such termination shall include, but not be limited to, (a) breaches or violations of the CRM Service Agreement or other incorporated agreements or guidelines, (b) requests by law enforcement or other government agencies, (c) a request by you (self-initiated account deletions), (d) discontinuance or material modification to the Service (or any part thereof), (e) unexpected technical or security issues or problems, (f) overdue payment, (g) engagement by you in fraudulent or illegal activities, (h) or non-use of an account for 90 days or more. Termination of your Company account includes (a) removal of access to all offerings within the Service, (b) deletion of your password and all related information, files and content associated with or inside your account (or any part thereof). Further, you agree that all terminations for cause shall be made in Company's sole discretion and that Company shall not be liable to you or any third party for any termination of your account, or access to the Service.
- Survival. The following provisions of this Agreement will survive the expiration or termination of this Agreement: Protection from Unauthorized Use or Access, Limitation of Warranties, and Limitation of Liability.
- Restrictions of Use. Use of the Software, Content, and Services is restricted as described herein:
- By entering the information, You grant access, control, and storage of data You input to Company, the Account Holder and Account Administrator(s) and grant use of the data to any Authorized Users with the Account.
- By entering Your contact information into CRM Binder, You are granting permission to the Account Holder and any Authorized Users within the Account to use this information to contact You.
- You may use the Software solely to support Your own User-related activities and for the benefit of personnel who are employed by the Account Holder of the Account from which Your invitation was granted and/or other Users and their families served by the Account Holder of the Account from which Your invitation was granted. You may not utilize the Services on behalf of any third party.
- When permitted by Software functionality, You may print the Content for Your non-commercial use for personal purposes only, provided that You keep intact all copyright and other proprietary notices.
- The Software is owned by Company and remains the exclusive property of Company.
- You may not modify, republish, transmit, transfer or sell, reproduce, create derivative works from, distribute, or display Content from the Software, except and only to the extent that such activity is expressly permitted by this Agreement, by then-current documentation for the Software and Services, or by written agreement with Company.
- Protection from Unauthorized Use or Access. You agree to take reasonable efforts to protect and prevent the Software and Services from unauthorized access or use, which includes, but is not limited to, any attempt to:
- modify, adapt, de-compile, reverse assemble, reverse engineer, disable, deface, or adversely affect any part of the Software or Services;
- remove any proprietary, copyright, or other intellectual property notices from the Software or from any materials generated from the Software;
- provide or permit use or access to the Software or Services in violation of any United States export control regulations or applicable federal laws, including but not limited to, the User's Online Privacy Protection Act ("COPPA"); or
- d. reproduce, duplicate, copy, sell, trade, resell or exploit for any commercial purposes, any portion of the Service, use of the Service, or access to the Service
- You must immediately report any suspected unauthorized use or disclosure to an Authorized User associated with the Account by contacting Company at email@example.com
- System Availability. Company uses reasonable measures (a) to provide access to the Software and Services at all times, other than during scheduled maintenance periods, (b) to back up user data, including User Profiles, Account data, Authorized User data, and CRM Binder Authorized User−entered data on a regular basis, and (c) to secure user data from unauthorized access. Due to the nature of computer software and the Internet, it is impossible to ensure that the Services will operate with no unscheduled interruptions, and You agree that from time to time the Software and Services may be inaccessible or inoperable due to system errors or causes beyond the control of Company or which are not reasonably foreseeable by Company, including but not limited to: the interruption or failure of telecommunication or digital transmission links; hostile network attacks; network congestion; or other failures (collectively "Downtime"). Company shall use commercially reasonable efforts to minimize any disruption, inaccessibility and/or inoperability of the Software or Services caused by Downtime, whether scheduled or not.
- Contributions to Company. By submitting ideas, suggestions, documents, and/or proposals ("Contributions") to Company through its suggestion or feedback webpages, you acknowledge and agree that: (a) your Contributions do not contain confidential or proprietary information; (b) Company is not under any obligation of confidentiality, express or implied, with respect to the Contributions; (c) Company shall be entitled to use or disclose (or choose not to use or disclose) such Contributions for any purpose, in any way, in any media worldwide; (d) Company may have something similar to the Contributions already under consideration or in development; (e) your Contributions automatically become the property of Company without any obligation of Company to you; and (f) you are not entitled to any compensation or reimbursement of any kind from Company under any circumstances
- Content. You understand that all Content, whether publicly posted or privately transmitted, are the sole possession of Company. Under no circumstances will Company be liable in any way for any falsified or incorrect data, or data that infringes the intellectual property rights of any person or entity. You agree to not use the Service to:
- create any Content that is willfully inaccurate or racially, ethnically or otherwise objectionable;
- impersonate any person or entity, including, but not limited to, a Company official, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- email, transmit or otherwise make available any Content that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- email, transmit or otherwise make available any Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights ("Rights") of any party;
- email, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment
- interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
- intentionally or unintentionally violate any applicable local, state, national or international law;
- provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
- collect or store personal data about other users in connection with the prohibited conduct and activities set forth in paragraphs a through i above.
You acknowledge that Company shall have the right in their sole discretion to remove any Content that is available via the Service. Without limiting the foregoing, Company and its designees shall have the right to remove any Content that violates these Terms or is otherwise objectionable. You acknowledge, consent and agree that Company may access, preserve and disclose your account information and Content if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce this Agreement; (c) respond to claims that any Content violates the rights of third parties; (d) respond to your requests for customer service; or (e) protect the rights, property or personal safety of Company, its users and the public. You understand that the technical processing and transmission of the Service, including your Content, may involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. You understand that the Service and software embodied within the Service may include security components that permit digital materials to be protected, and that use of these materials is subject to usage rules set by Company and/or content providers who provide content to the Service. You may not attempt to override or circumvent any of the usage rules embedded into the Service. Any unauthorized reproduction, publication, further distribution or public exhibition of the materials provided on the Service, in whole or in part, is strictly prohibited. "Publicly accessible" areas of the Service are those areas of the Company network of properties that are intended by Company to be available to the general public.
- Limitation of Warranties. OTHER THAN THE REPRESENTATIONS SPECIFICALLY PROVIDED HEREIN, Company MAKES NO REPRESENTATIONS WITH REGARD TO THE SOFTWARE AND ITS CONTENT AND SERVICES. THE SOFTWARE, CONTENT, AND SERVICES ARE PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT WARRANT THAT THE SOFTWARE, CONTENT, OR SERVICES WILL MEET YOUR REQUIREMENTS, BE ACCURATE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATING TO YOUR USE OF THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DATA LOSS OR CORRUPTION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE.
- Limitation of Liability. IN NO EVENT SHALL Company OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION, OR DELIVERY OF THE SOFTWARE AND ITS CONTENT OR SERVICES BE LIABLE FOR ANY SPECIAL, PUNITIVE, DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OR LOSSES OF ANY KIND, SUCH AS, BUT NOT LIMITED TO, (i) ANY ERRORS IN, OR OMISSIONS FROM, THE SOFTWARE; (ii) ANY THIRD-PARTY WEB SOFTWARE OR CONTENT DIRECTLY OR INDIRECTLY ACCESSED THROUGH LINKS FROM THE SOFTWARE; (iii) THE UNAVAILABILITY OF THE SOFTWARE OR ANY PORTION THEREOF; (iv) YOUR USE OF, OR INABILITY TO USE, THE SOFTWARE; (v) USE OF THE SOFTWARE; (vi) YOUR USE OF ANY EQUIPMENT OR SOFTWARE IN CONNECTION WITH THE SOFTWARE; OR (vii) ANY COMPUTER VIRUSES, WORMS, "TROJAN HORSES," OR ANY OTHER TYPE OF DESTRUCTIVE OR MALICIOUS COMPUTER CODE (BY WHATEVER NAME IT IS CALLED), OR ANY UNAUTHORIZED COMPUTER CODE THAT IS ATTACHED TO, OR MADE A PART OF, THE SOFTWARE BY ANY PERSON, GROUP, OR ORGANIZATION.
THIS SOFTWARE, CONTENT, AND SERVICES MAY INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES, OR TYPOGRAPHICAL ERRORS. COMPANY MAY MAKE CHANGES TO THE SOFTWARE, CONTENT, OR SERVICES AT ANY TIME IN ITS SOLE DISCRETION AND WITHOUT NOTICE. ALTHOUGH COMPANY WILL MAKE EVERY EFFORT TO UPDATE THE SOFTWARE AS APPROPRIATE, SOME OF THE SOFTWARE'S CONTENT AND SERVICES MAY FROM TIME TO TIME BE OUT OF DATE. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY DAMAGE OR LOSS OF ANY KIND ARISING OUT OF OR RELATING TO YOUR USE OF THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DATA LOSS OR CORRUPTION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT, OR OTHERWISE.
- Changes to this Agreement. This Software is owned and operated by Company. Company has the right at any time to change or discontinue any aspect or feature of the Software including, without limitation, the content and software needed for access or use of the Software. By agreeing to use this Software and its Services, you understand and agree to all terms and conditions of this Agreement. All changes to this Agreement will be binding on you 14 calendar days after they are initially posted on the Software unless you have not previously accessed the Software prior to the posting of the amended Agreement, in which case they are binding on you immediately.
- Payments. By electing to purchase Software licenses, subscription, or other services or items to or available via the Software, you agree to pay Company’s listed price (the “Price”) for a limited license to access and use any such Software. Except where otherwise noted, all prices contained for Software represent the price in United States Dollars. Unless otherwise agreed by the Company, all orders must be prepaid via credit card or some other online merchant service selected at Company’s sole discretion (“3rd Party Merchant”). Company is not responsible for any personal or financial information collected by the 3rd Party Merchant, nor for any other acts or omissions of such 3rd Party Merchant. If Company or 3rd Party Merchant is required to collect sales, VAT, or other tax for any jurisdiction related to the purchase of the Software (collectively, “Tax”), you agree to pay such Tax in addition to the Price. Company will not accept returns or requests for refunds, exchange, or credit for any reason. Company may change, suspend, or discontinue access to the Software or Services or any features thereof, at any time, including, without limitation, for failure to pay the Price or for other breach of this Agreement. Company may also impose limits on certain features and Services, or restrict Software access to parts or all of the Software without notice or liability.
- Trial. Company may offer a free trial period (“Trial Period”) for new clients. All trial subscriptions are governed by this Agreement, except for the requirement to pay the Price during the Trial Period. If a paid subscription is not purchased by the end of the Trial Period, Company will suspend the account access and may terminate the account. If a paid subscription is purchased prior to the expiration of the Trial Period, the term of the subscription shall be deemed to begin on upon the expiration of the Trial Period.
- Use of Information and Materials. Unauthorized use of our Software and systems, including but not limited to misuse of any information posted on the Software, is strictly prohibited.
- Trademarks and all page headers, custom graphics, and button icons are service marks, trademarks, and/or trade dress of Company. All rights are reserved. All other trademarks appearing on the Software are the property of their respective owners.
- Copyrights. The CRM Binder contains copyrighted materials and other proprietary information, including, without limitation, downloadable files, text, software, photos, video graphics, custom hand drawn graphics, custom written and recorded music, and voice and/or sounds. The contents of the Software are protected under the United States and International copyright laws and treaties. You may not modify, publish, transmit, display, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part. No copyright, redistribution, retransmission, publication, or commercial exploitation of downloadable material will be permitted without the express written permission of Company and the copyright owner.
- Personal & Business Use Only. By using the Software, you represent and warrant that you are using the Software solely for personal and business reasons and that you are not an attorney or an agent of an attorney conducting an investigation to a potential claim related to the Software, any materials available through the Software, or Company. You also represent and warrant that you are not engaging in activities in an attempt to circumvent, or make any efforts thereto, any encryption, password protection, or security features placed within the Software or any subpart thereof, or reverse engineer any part of the Software, portions of the Software, or any material available through the Software.
- Indemnification. You agree to defend, indemnify, and hold harmless Company and its officers and employees (the “Company Parties”) against any and all third party claims, suits, costs, losses, liabilities, and expenses of any kind (including reasonable attorneys’ fees) that Company may incur arising out of or resulting from the use of the Software or any of the services of Company.
- Severability. If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of any of the remaining provisions will not in any way be affected or impaired and a valid, legal, and enforceable provision of similar intent and economic impact will be substituted therefore.
- Notices. Any notices or communications sent by you to Company pursuant to this Agreement must be in writing and sent to the address specified herein or such other address as Company may specify in writing.
All notice will be sent to:ATTN: Legal Department
CRM Binder, LLC.
609 W Main St.
Campbell, TX 75422
- Claims of Copyright or Trademark Infringement. The Digital Millennium Copyright Act (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. Company also reviews claims of trademark infringement. If you believe in good faith that materials hosted by Company infringe your copyright or trademark rights, you (or your agent) may send us a notice requesting that the material be removed, or access to it blocked. The notice must include the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyrighted work or trademark claimed to have been infringed (or if multiple copyrighted works or trademarks located on the Software are covered by a single notification, a representative list of such works); (c) identification of the material that is claimed to be infringing or the subject of infringing activity, and information reasonably sufficient to allow Company to locate the material on the Software; (d) the name, address, telephone number, and email address (if available) of the complaining party; (e) a statement that the complaining party has a good faith belief that the use of the material in the manner complained of is not authorized by the copyright or trademark owner, its agent, or the law; and (f) a statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. Please be advised that Company will not respond to complaints that do not meet these requirements. If Company determines that the materials alleged to infringe your copyright or trademark rights do not require removal, Company will remove those materials only pursuant to a court order declaring the content or use of the materials unlawful. If you believe in good faith that a notice of copyright infringement has been wrongfully filed against you, the DMCA permits you to send us a counter-notice. Counter-notices must include the following information: (a) your name, address, and telephone number; (b) the source of the content that was removed; (c) a statement under penalty of perjury that you have a good faith belief that the content was removed in error; (d) a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which Company may be found, and that you will accept service of process from the person who provided the original complaint; and (3) a physical or electronic signature (for example, typing your full name). Notices and counter-notices with respect to the Software must meet the then-current statutory requirements imposed by the DMCA (see http://www.loc.gov/copyright for details) and should be sent to the agent identified below. We suggest that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA.
Agent to Receive Notice of Claimed Infringement:ATTN: DMCA Complaints
CRM Binder, LLC.
609 W Main St.
Campbell, TX 75422