MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) IS BETWEEN YOU AND CRM TUTOR INC. O/A SKYVENN THE SERVICE IS AN ADD-ON THAT IS HOSTED BY SALESFORCE.COM. BY AGREEING TO THESE TERMS YOU ARE ACCEPTING THE SALESFORCE.COM PLATFORM TERMS OF USE.

As part of the Service, CRM Tutor will provide You with use of the Service. Your registration for, or use of, the Service shall be deemed to be your agreement to abide by this Agreement including any materials available on the CRM Tutor website incorporated by reference herein, including but not limited to CRM Tutor’s privacy and security policies. For reference, a Definitions section is included at the end of this Agreement.

1. Privacy & Security; Disclosure
CRM Tutor reserves the right to modify its privacy and security policies in its reasonable discretion from time to time. Individual users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-related communications from CRM Tutor from time to time. Note that because the Service is a hosted, online application, CRM Tutor or www.salesforce.com occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If you become a paying customer of the Service, you agree that CRM Tutor can disclose the fact that you are a paying customer and the edition of the Service that you are using.

2. License Grant & Restrictions
CRM Tutor hereby grants you a non-exclusive, non-transferable, worldwide right to use the Service, solely for your own internal business purposes, subject to the terms and conditions of this Agreement. All rights not expressly granted to you are reserved by CRM Tutor and its licensors. All licenses are for the use on one salesforce instance. You may not access the Service if you are a direct competitor of CRM Tutor, except with CRM Tutor’s prior written consent. In addition, you may not access the Service for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.
You may use the Service only for your internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the Customer Data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

3. Your Responsibilities
You are responsible for all activity occurring under your User accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You shall: (i) notify CRM Tutor immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to CRM Tutor immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you or your Users; and (iii) not impersonate another CRM Tutor user or provide false identity information to gain access to or use the Service.

4. Account Information and Customer Data
CRM Tutor does not own any data, information or material that you provide access to or submit to the Service in the course of using the Service (“Customer Data”). You, not CRM Tutor, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data, and CRM Tutor shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Customer Data. CRM Tutor reserves the right to withhold, remove and/or discard Customer Data upon five day’s written notice for any material breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use your Customer Data immediately ceases. CRM Tutor shall not access or use Customer Data except to provide the Service.

5. Intellectual Property Ownership
CRM Tutor alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the CRM Tutor Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you or any other party relating to the Service. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the CRM Tutor Technology or the Intellectual Property Rights owned by CRM Tutor. The CRM Tutor name, the CRM Tutor logo, and the product names associated with the Service are trademarks of CRM Tutor or third parties, and no right or license is granted to use them.

6. Third Party Interactions
During use of the Service, you may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between you and the applicable third-party. CRM Tutor and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between you and any such third-party. CRM Tutor does not endorse any sites on the Internet that are linked through the Service. CRM Tutor provides these links to you only as a matter of convenience, and in no event shall CRM Tutor or its licensors be responsible for any content, products, or other materials on or available from such sites.
CRM Tutor provides the Service to you pursuant to the terms and conditions of this Agreement. You recognize, however, that certain third-party providers of ancillary software, hardware or services may require your agreement to additional or different license or other terms prior to your use of or access to such software, hardware or services.
The CRM Tutor Service does not transmit your Customer Data outside the Service, however should you transmit Customer Data to any other service (e.g. Google Docs) or any other application, whether or not you use the CRM Tutor Service to do this, you do this at your own risk and you acknowledge that the security and validity of the Customer Data is your responsibility.

7. Charges and Payment of Fees
You shall pay all fees or charges to your account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments shall be made annually in advance unless otherwise mutually agreed upon in an Order Form or through the Online Order Center. All payment obligations are non-cancelable and all amounts paid are nonrefundable. You are responsible for paying for all User licenses ordered for the entire License Term, whether or not such User licenses are actively used. You must provide CRM Tutor with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Added licenses will be subject to the following: (i) added licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the added licenses will be the then current, generally applicable license fee; and (iii) licenses added in the middle of a billing month will be charged in full for that billing month. CRM Tutor reserves the right to modify its fees and charges and to introduce new charges at the beginning of each renewal term, upon at least 30 days prior notice to you, which notice may be provided by e-mail. All pricing terms are confidential, and you agree not to disclose them to any third party.

8. Billing and Renewal
CRM Tutor charges and collects in advance for use of the Service on an annual basis. The renewal charge will be equal to the then-current number of total User licenses times the license fee in effect during the prior term, unless CRM Tutor has given you at least 30 days prior written notice of a fee increase, which shall be effective upon renewal and thereafter. Fees for other services will be charged on an as-quoted basis. CRM Tutor’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only country, federal or state taxes based solely on CRM Tutor’s income. You agree to provide CRM Tutor with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and License Administrator. You agree to update this information within 30 days of any change to it. If the contact information you have provided is false or fraudulent, CRM Tutor reserves the right to terminate your access to the Service in addition to any other legal remedies. Unless CRM Tutor in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes (“U.S. Customers”); and (ii) all other entities will be billed in U.S. dollars, Canadian dollars, British Pounds, Euros or local currency and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of CRM Tutor (“Non-U.S. Customers”). If you believe your bill is incorrect, you must contact us in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

9. Non-Payment and Suspension
In addition to any other rights granted to CRM Tutor herein, CRM Tutor reserves the right to suspend or terminate this Agreement and your access to the Service if your account becomes delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.0% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. You will continue to be charged for User licenses during any period of suspension. If you or CRM Tutor initiates termination of this Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees.
CRM Tutor reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that CRM Tutor has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your account is 30 days or more delinquent.

10. Termination upon Expiration of Term
This Agreement commences on the Effective Date. The Term will be as you elect during the online subscription process or as otherwise mutually agreed upon in an Order Form. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. You agree and acknowledge that CRM Tutor has no obligation to retain the Customer Data, and may delete such Customer Data, more than 30 days after termination.

11. Termination for Cause
Any breach of your payment obligations or unauthorized use of the CRM Tutor Technology or Service will be deemed a material breach of this Agreement. CRM Tutor, in its sole discretion, may terminate your password, account or use of the Service if you breach or otherwise fail to comply with this Agreement and you do not cure such breach within thirty days after it provides you with notice of the breach. In addition, CRM Tutor may terminate a free account at any time in its sole discretion. You agree and acknowledge that CRM Tutor has no obligation to retain the Customer Data, and may delete such Customer Data, if you have materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

12. Representations & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. CRM Tutor represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online CRM Tutor help documentation under normal use and circumstances. You represent and warrant that you have not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is correct.

13. Mutual Indemnification
You shall indemnify and hold CRM Tutor, its licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by you of your representations and warranties; or (iii) a claim arising from the breach by you or your Users of this Agreement, provided in any such case that CRM Tutor(a) gives written notice of the claim promptly to you; (b) gives you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim unless you unconditionally release CRM Tutor of all liability and such settlement does not affect CRM Tutor’s business or Service); (c) provides to you all available information and assistance; and (d) has not compromised or settled such claim.
CRM Tutor shall indemnify and hold you and your parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that the Service directly infringes a copyright, a Canadian or U.S. patent issued as of the Effective Date, or a trademark of a third party; (ii) a claim, which if true, would constitute a violation by CRM Tutor of its representations or warranties; or (iii) a claim arising from breach of this Agreement by CRM Tutor; provided that you (a) promptly give written notice of the claim to CRM Tutor; (b) give CRM Tutor sole control of the defense and settlement of the claim (provided that CRM Tutor may not settle or defend any claim unless it unconditionally releases you of all liability); (c) provide to CRM Tutor all available information and assistance; and (d) have not compromised or settled such claim.

The total aggregate liability of either party toward the other party for any and all claims of any nature howsoever relating to or arising out of this Agreement, whether based in contract, tort (including negligence) or otherwise, will not exceed the aggregate charges and fees payable (including any charges and fees already paid) by you for the Services under this Agreement in the 12 months preceding the claim.

14. Disclaimer of Warranties
CRM TUTOR AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR CUSTOMER DATA, (B) THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (C) ANY STORED CUSTOMER DATA WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, , OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, , ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY CRM TUTOR AND ITS LICENSORS.

15. Internet Delays
CRM TUTOR’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. CRM TUTOR IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

16. Limitation of Liability
IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, OR EXEMPLARY DAMAGES OF ANY TYPE OR KIND ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so the exclusions set forth above may not apply to you.

18. Local Laws and Export Control
The Service uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. The User of this site acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Switzerland and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, you represent and warrant that you are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. You agree to comply strictly with all U.S., Swiss and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required. This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000. CRM Tutor and its licensors make no representation that the Service is appropriate or available for use in other locations. If you use the Service from outside the United States of America, Switzerland and/or the European Union, you are solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States, Swiss or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons or missile projects, unless specifically authorized by the United States government or appropriate European body for such purposes.

19. Notice
CRM Tutor may give any notice required by this Agreement by electronic mail to your e-mail address on record in CRM Tutor’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in CRM Tutor’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). You may give notice to CRM Tutor (such notice shall be deemed given when received by CRM Tutor) at any time by any of the following: email to admin@skyvenn.com.

20. Modification to Terms
CRM Tutor reserves the right to modify its policies relating to the Service at any time, effective upon providing notice to you as required by paragraph 19 above.

21. Assignment; Change in Control
This Agreement may not be assigned by you without the prior written approval of CRM Tutor, which approval shall not be unreasonably withheld. CRM Tutor may assign this Agreement to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. Any actual or proposed change in control of you that results or would result in a direct competitor of CRM Tutor or www.salesforce.com directly or indirectly owning or controlling 50% or more of you shall entitle CRM Tutor to terminate this Agreement for cause immediately upon written notice.

22. General
This Agreement shall be governed by Ontario law and controlling Canadian federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in the Province of Ontario. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement, except for an addendum to this agreement signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between you and CRM Tutor as a result of this agreement or use of the Service. The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the other party in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between you and CRM Tutor and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

23. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: “Agreement” means these online terms of use, any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the CRM Tutor website specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by CRM Tutor from time to time in its sole discretion; “API” means Application Programming Interface; “Content” means the audio and visual information, documents, software, products and services contained or made available to you in the course of using the Service; “Customer Data” means any data, information or material provided or submitted by you to the Service in the course of using the Service; “Effective Date” means the earlier of either the date this Agreement is accepted by selecting the “I Accept” option presented on the screen after this Agreement is displayed or the date you begin using the Service; “Initial Term” means the contract term, beginning on the contract start date and ending on the contract end date, specified on the applicable Order Form; “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; “License Administrator(s)” means those Users designated by you who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms and to create User accounts and otherwise administer your use of the Service; “License Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); “Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online or in written form, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail); “Online Order Center” means CRM Tutor’s online application that allows the License Administrator designated by you to, among other things, add additional Users to the Service; “CRM Tutor” means CRM Tutor an organization in Toronto, Ontario, Canada. “CRM Tutor Technology” means all of CRM Tutor’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to you by CRM Tutor in providing the Service; “Service(s)” means the specific edition of CRM Tutor online services identified during the ordering process, developed, operated, and maintained by CRM Tutor, accessible via http://CRM Tutor.com or another designated web site or IP address, or ancillary online or offline products and services provided to you by CRM Tutor, to which you are being granted access under this Agreement, including the CRM Tutor Technology and the Content; “User(s)” means your employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by you (or by CRM Tutor at your request).

Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an e-mail to info@skyvenn.com.