This EspoCRM Cloud Subscriber Agreement (“Agreement”) is a legally binding contract between EspoCRM, Inc., a Delaware corporation (“EspoCRM”), and Customer.
You represent and warrant that you have full power, capacity, and authority to accept this Agreement. If you are agreeing to be bound by this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement. If you do not have the requisite authority, you must not accept this Agreement.
By registering for, purchasing access to, accessing, or using the Subscription Services or otherwise indicating assent, you represent and warrant that you have read, understood, and agree to be bound by this Agreement. If you do not agree to be bound by this Agreement, you must not access or use the Subscription Services.
You must ensure that all access, use, and receipt by your Authorized Users is subject to and in compliance with this Agreement.
1. DEFINITIONS
“Affiliates” means any legal entity that controls or owns more than 50% of such entity’s outstanding shares or securities, is controlled by, or under common control with a Party.
“Subscription Services” means EspoCRM’s customer relationship management software-as-a-service platform to be provided pursuant to the applicable Order Form.
“Free Trial” means temporary access for the purposes of trying out any part of the Subscription Services.
“Beta Version” means a pre-commercial release or beta version of the Subscription Services.
“Order Form” means an ordering document or an online order, including a trial, entered into between Customer and EspoCRM (or Affiliates of either Party) specifying the Subscription Services to be provided pursuant to this Agreement.
“Effective Date” means the effective date of the Order Form, as specified therein.
“EspoCRM”, “we”, “us”, or “our” means EspoCRM, Inc., a Delaware corporation.
“Customer”, “you”, or “your” means the person or entity using the Subscription Services and identified in the applicable account record, billing statement, online subscription process, or Order Form as the customer and your Affiliates included in the scope of your purchase.
“Party” means Customer or EspoCRM and “Parties” means, collectively, both parties to this Agreement.
“Authorized Users” or “Authorized User” means any individual who is authorized by Customer to use the Subscription Services, including Customer’s or its Affiliates’ employees, consultants, contractors, or agents.
“EspoCRM Materials” means all information, data, text, visual interfaces, graphics, design, systems, methods, computer code, software, services, “look and feel”, organization, compilation of the content, code, algorithms, models and all other elements of the Subscription Services.
“Customer Data” means any data or information that Customer or its Authorized Users submit to or process through the Subscription Services. Customer Data excludes EspoCRM Materials.
“Professional Services” means implementation, consulting or other related services provided by EspoCRM or its subcontractors as specified in the applicable Order Form.
“Subscription Term” means the initial subscription term and if applicable any renewal subscription term of the Subscription Services identified in the Order Form.
“Feedback” means suggestions, bug reports, ideas, enhancement requests, recommendations, comments, and other feedback that Customer or any Authorized User discloses, provides, transmits, suggests, or offers to EspoCRM or its Affiliates.
“Intellectual Property Rights” means patents of any type, design rights, utility models or other similar invention rights, copyrights and related rights, trade secrets, know-how or confidentiality rights, trademarks, trade names, and service marks and any other intangible property rights, whether registered or unregistered, including applications (or rights to apply) and registrations for any of the foregoing, in any country, arising under statutory or common law or by contract and whether or not perfected, now existing or hereafter filed, issued, or acquired.
“Confidential Information” means all information which the disclosing Party protects against unrestricted disclosure to others that the disclosing Party or its representatives designates as confidential, internal, or proprietary at the time of disclosure, should reasonably be understood to be confidential at the time of disclosure given the nature of the information and the circumstances surrounding its disclosure. Confidential Information does not include any information that (a) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party, (b) was known to the receiving Party prior to its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party, (c) is received from a third party without breach of any obligation owed to the disclosing Party, or (d) was independently developed by the receiving Party.
“Data Processing Addendum” or “DPA” means the data processing addendum available at https://www.espocrm.com/dpa/. The DPA reflects the Parties’ agreement regarding the processing of Personal Data (as defined in the DPA) by EspoCRM as a Data Processor (as defined in the DPA).
2. USE OF SERVICES
2.1 EspoCRM makes the Subscription Services available on a subscription basis, and Customer is purchasing a subscription to access and use the Subscription Services upon the terms and conditions set forth in this Agreement, for the Subscription Term specified in the Order Form.
2.2 EspoCRM grants to Customer a limited, non-exclusive and non-transferable right to access, use, and permit Authorized Users to access and use, the Subscription Services and EspoCRM Materials during the applicable, then-current Subscription Term, solely for Customer’s internal business purposes, and subject to an applicable Order Form.
2.3 Customer must require that all Authorized Users keep their user IDs and passwords (“Credentials”) for the Subscription Services strictly confidential and do not share such information with any unauthorized person. Credentials may not be shared or used by multiple persons. Customer may reassign an Authorized User account to a new Authorized User to replace a former Authorized User who no longer uses the Subscription Services.
3. TRIAL ACCOUNTS
EspoCRM may permanently delete the trial account and Customer Data if Customer does not purchase a subscription within seven (7) days after the end of the trial period.
4. RIGHTS TO CUSTOMER DATA
4.1 Customer retains all of Customer’s rights, title and interest in and to the Customer Data.
4.2 Customer represents, warrants, and covenants that Customer either owns its Customer Data or has the necessary licenses, rights, consents, and permissions to grant the rights and licenses set forth in this Agreement.
4.3 As between the Parties, Customer and its licensors will retain all right, title, and interest in and to all intellectual property rights in Customer Data. Customer grants to EspoCRM and its authorized third-party subprocessors a royalty-free, fully paid, non-exclusive, non-transferable (except under Section 20.2), worldwide right to process, use, host, store, backup, transmit, and display Customer Data solely to provide and support the Subscription Services.
5. PROTECTION OF CUSTOMER DATA
EspoCRM will implement and maintain reasonable administrative, organizational, and technical safeguards designed for the protection, confidentiality, and integrity of Customer Data. The terms of the DPA are hereby incorporated by reference and will apply to the extent any Customer Data includes Personal Data (as defined in the DPA). The DPA sets out how EspoCRM will process Personal Data on behalf of Customer in connection with the Subscription Services provided to Customer under this Agreement.
6. SENSITIVE INFORMATION
Customer acknowledges that the Subscription Services have not been designed to process or manage sensitive information, and accordingly Customer agrees not to use the Subscription Services to collect, store, manage, or process sensitive information. EspoCRM will not have, and EspoCRM specifically disclaims, any liability that may result from Customer’s breach of this section. EspoCRM has no obligation to screen or monitor Customer Data, or its use by Customer. The Subscription Services are not designed to comply with industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA) or the Federal Information Security Management Act (FISMA). It is Customer’s sole responsibility to ensure that Customer’s use of the Subscription Services is in compliance with all applicable laws, including industry-specific regulations.
7. PRIVACY
EspoCRM’s processing of Personal Data as a Data Controller (as defined in the DPA) is subject to the Privacy Policy (https://www.espocrm.com/privacy-policy/). To the extent EspoCRM processes Personal Data in relation to the Subscription Services as a Data Processor (as defined in the DPA), the terms of the DPA apply.
8. THIRD-PARTY PRODUCTS AND THIRD-PARTY SERVICES
Customer may enable or integrate third-party applications or services that utilize the Subscription Services’ application programming interface (“API”) or otherwise connect with the Subscription Services (each, a “Third-Party Service,” and collectively, the “Third-Party Services”). Any use by Customer or its Authorized Users of such Third-Party Services is solely the responsibility of Customer and the applicable third-party provider. To the extent Customer authorizes the access or transmission of Customer Data through a Third-Party Service, the terms applicable to that Third-Party Service will govern as between Customer and the applicable third-party provider. IN NO EVENT WILL ESPOCRM BE RESPONSIBLE OR LIABLE FOR ANY USE, DISCLOSURE, MODIFICATION, OR DELETION OF SUCH CUSTOMER DATA OR FOR ANY ACT OR OMISSION ON THE PART OF SUCH THIRD-PARTY PROVIDER OR ITS SERVICES.
9. FEES AND PAYMENTS
9.1 The Subscription Services are available under subscription plans with various term lengths. Customer will pay all fees and charges as specified in each Order Form. Unless otherwise specified in an Order Form provided by EspoCRM, any of its Affiliates, or its authorized payment processor, (a) fees are based on the Subscription Services being ordered and not actual usage of such services by Customer or its Authorized Users; (b) payment obligations are non-cancelable and fees paid are non-refundable, and (c) ordered quantities including those related to the number of users, cannot be decreased during the relevant Subscription Term.
9.2 Customer is responsible for providing complete and accurate billing and contact information to EspoCRM and notifying EspoCRM of any changes to such information.
9.3 Unless otherwise specified in an Order Form, Customer’s subscription will automatically renew at the end of the then-current Subscription Term (“Renewal Term”) for a renewal period equal to the prior Subscription Term. Customer’s subscription continues until canceled by Customer (via the customer portal or by contacting EspoCRM) or terminated by EspoCRM in accordance with this Agreement. Customer authorizes EspoCRM (or, where applicable, EspoCRM’s third-party merchant of record) and their payment processors to automatically charge the payment method associated with Customer’s account for the applicable fees on or after the start of the Subscription Term and each renewal date.
9.4 Upon renewal, EspoCRM reserves the right to adjust subscription fees payable by Customer up to the then-current list price in effect at the time of renewal. EspoCRM will provide Customer with a notice of any such fee adjustments at least thirty (30) days prior to the end of Customer’s then-current Subscription Term. These adjusted fees shall be effective commencing from the first day of the subsequent Renewal Term.
9.5 Upon ten (10) days’ notice to Customer, EspoCRM may suspend the Subscription Services in whole or in part if Customer fails to pay any amount when due under this Agreement or under any other agreement entered into by the Parties.
9.6 Customer agrees that its purchases of the Subscription Services are not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments made by EspoCRM regarding future functionality or features.
10. TAXES
Except for those taxes based on EspoCRM’s net income, Customer will pay any taxes, levies, duties, or similar governmental assessments of any nature, including, without limitation, goods and services taxes (GST), value-added taxes (VAT), sales taxes, use or withholding taxes, and import duties, assessable by any jurisdiction whatsoever, due as a result of any amounts paid by Customer for the Subscription Services and Professional Services under any Order Form. Customer will hold EspoCRM harmless from all claims and liability arising from Customer’s failure to pay any such taxes, duties, or charges. If Customer is exempt from certain taxes, Customer will provide proof of such exemption to EspoCRM without undue delay upon execution of the applicable Order Form. Customer will be responsible for any foreign exchange transaction fees.
11. TERMINATION AND EXPIRATION
11.1 This Agreement commences on the Effective Date and continues until all subscriptions hereunder have expired or have been terminated.
11.2 EspoCRM may terminate this Agreement or suspend Customer’s access to all or any part of the Subscription Services, including removing or deleting Customer Data, at any time, with or without notice, if one or more of the following occur:
- (a) EspoCRM discovers that you provided us with false information when you registered for the Subscription Services, or that you lacked the capacity to enter into this Agreement at the time of its formation or execution;
- (b) EspoCRM determines that the use of the Subscription Services by you or any Authorized User violates any applicable local, state, federal, or foreign laws or regulations, or the terms of this Agreement;
- (c) EspoCRM determines, in its sole discretion, that the use of the Subscription Services by you or any Authorized User poses a threat to the security or performance of its network, or poses a threat to any of its users, customers, suppliers, or vendors;
- (d) EspoCRM determines, in its sole discretion, that the use of the Subscription Services by you or any Authorized User is illegal, or that such use misappropriates or infringes the property rights of a third party;
- (e) EspoCRM reasonably believes that your use of the Subscription Services has subjected or will subject EspoCRM to civil or criminal liability.
ESPOCRM WILL HAVE NO LIABILITY FOR ANY DAMAGE, LIABILITIES, LOSSES (INCLUDING ANY LOSS OF DATA OR PROFITS), OR ANY OTHER CONSEQUENCES THAT CUSTOMER OR ANY AUTHORIZED USER MAY INCUR AS A RESULT OF THE TERMINATION OR SUSPENSION OF THE SUBSCRIPTION SERVICES.
11.3 EspoCRM will delete Customer Data from its systems within ninety (90) days after the termination or expiration of this Agreement, unless retention is permitted under this Agreement or required by applicable law.
11.4 EspoCRM will make Customer Data available to Customer for export as long as EspoCRM receives written notice from Customer within thirty (30) days after the effective date of expiration or termination. After such thirty (30) day period, EspoCRM will have no obligation to retain Customer Data and will thereafter, unless legally prohibited, be entitled to delete all Customer Data in its systems or otherwise in its possession or under its control.
11.5 Upon the termination or expiration of this Agreement for any reason:
- (a) EspoCRM will terminate access to the Subscription Services, and all rights and licenses granted by EspoCRM pursuant to this Agreement shall terminate.
- (b) Customer shall pay all amounts that have accrued and are owed hereunder within ten (10) days following any termination or expiration of this Agreement.
11.6 Either Party may terminate this Agreement by notice if the other Party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days after receipt of notice of the breach from the non-defaulting Party. Any such termination shall be without limitation of any other right or remedy available to the terminating Party.
11.7 Sections 1, 3, 4.1, 4.2, 6, 8, 9.1, 9.6, 10, 11.3, 11.4, 11.5, 12, 13, 14, 15, 16, 19, 20, 22, 23, 24, 25, 26, and 27 will survive the expiration or termination of this Agreement.
12. INTELLECTUAL PROPERTY
EspoCRM, its Affiliates or licensors own all Intellectual Property Rights in and to (a) the Subscription Services; (b) EspoCRM Materials; (c) documentation; (d) any Professional Services, design contributions, related knowledge or processes, whether or not developed for Customer; and (e) any derivative works of any of the foregoing. Except for the rights expressly granted in Section 2.2, EspoCRM reserves all rights in the Subscription Services and EspoCRM Materials and does not grant Customer or its Authorized Users any Intellectual Property Rights to the Subscription Services or EspoCRM Materials, including, without limitation, any enhancements, modifications, or derivatives thereof.
13. CONFIDENTIALITY
13.1 Each Party that receives Confidential Information of the other Party agrees that, unless the disclosing Party gives its prior written authorization, it shall not: (a) use such Confidential Information other than for the purposes of this Agreement; or (b) disclose any such Confidential Information to any third party except those directors, officers, employees, consultants, and agents of the receiving Party who are required to have such Confidential Information in order to carry out the purposes of this Agreement and who have signed a non-disclosure agreement or are otherwise bound by confidentiality obligations in substance similar to the provisions hereof. The receiving Party shall prevent the unauthorized use, disclosure, dissemination, or publication of such Confidential Information using at least the same degree of care that the receiving Party uses to protect its own Confidential Information of a similar nature, but in no event less than a reasonable degree of care.
13.2 Customer may disclose EspoCRM’s Confidential Information only to the extent required by a duly authorized subpoena, court order, or government authority, provided that Customer (to the extent legally permitted) provides EspoCRM with prompt notice prior to such disclosure, so that EspoCRM may seek a protective order or other appropriate remedy to protect against disclosure.
13.3 EspoCRM and its Affiliates may disclose Customer’s Confidential Information (including Customer Data) to the extent required by law, regulation, subpoena, court order or regulatory agency. EspoCRM will use commercially reasonable efforts to provide Customer with prior notice of any such required disclosure (to the extent legally permitted) and will provide reasonable assistance at Customer’s request and expense if Customer wishes to contest or limit the required disclosure.
14. RELATIONSHIP OF THE PARTIES
The Parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the Parties is created by this Agreement. No right or cause of action for any third party is created by this Agreement or any transaction under it.
15. DISCLAIMER OF WARRANTIES
15.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SUBSCRIPTION SERVICES, ESPOCRM MATERIALS, AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. ESPOCRM, ITS AFFILIATES, AND ESPOCRM’S LICENSORS HEREBY DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, GUARANTEES, OR TERMS, EXPRESS OR IMPLIED, BY STATUTE, COMMON LAW, CUSTOM, USAGE, OR OTHERWISE, REGARDING THE SUBSCRIPTION SERVICES, ESPOCRM MATERIALS, AND PROFESSIONAL SERVICES, INCLUDING, BUT NOT LIMITED TO, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, MERCHANTABILITY, ACCURACY, AVAILABILITY, SUITABILITY, RELIABILITY, SECURITY, TIMELINESS, TITLE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ESPOCRM OR AN ESPOCRM AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY.
15.2 ESPOCRM AND ITS AFFILIATES DO NOT WARRANT THAT THE SUBSCRIPTION SERVICES OR ESPOCRM MATERIALS: (A) WILL BE SECURE OR FREE OF BUGS, ERRORS, OR OMISSIONS; (B) WILL CONTINUE TO BE MADE AVAILABLE; (C) WILL BE FREE FROM ANY INTERRUPTIONS, DELAYS, INACCURACIES OR SERVER DOWNTIME; OR (D) WILL BE COMPATIBLE OR WORK WITH ANY THIRD-PARTY SOFTWARE, APPLICATIONS, OR THIRD-PARTY SERVICES.
15.3 CUSTOMER FURTHER ACKNOWLEDGES THAT THE SUBSCRIPTION SERVICES OR ESPOCRM MATERIALS ARE NOT INTENDED OR SUITABLE FOR USE IN THE OPERATIONS OF AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, NUCLEAR FACILITIES, EMERGENCY COMMUNICATION SYSTEMS, DIRECT OR INDIRECT LIFE-SUPPORT SYSTEMS, WEAPONS SYSTEMS, OR ANY APPLICATION OR INSTALLATION WHERE FAILURE OR TIME DELAYS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE.
16. LIMITATION OF LIABILITY
16.1 TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, EXCEPT FOR THE EXCLUSIVE REMEDY OFFERED BY ESPOCRM ABOVE AND ANY REMEDIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER LAW, ESPOCRM, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS, OR AUTHORIZED RESELLERS, WILL NOT BE LIABLE FOR ANY LOSS, DAMAGES, CLAIMS, OR COSTS WHATSOEVER INCLUDING ANY CONSEQUENTIAL, INDIRECT, OR INCIDENTAL DAMAGES, ANY LOST PROFITS OR LOST SAVINGS, LOSS OF DATA, OR LOSS OF BUSINESS OPPORTUNITIES, ANY DAMAGES RESULTING FROM BUSINESS INTERRUPTION, PERSONAL INJURY, OR FAILURE TO MEET ANY DUTY OF CARE, OR CLAIMS BY A THIRD PARTY, EVEN IF ESPOCRM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES, DAMAGES, CLAIMS, OR COSTS. IN ANY EVENT, ESPOCRM’S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, RESELLERS, AGENTS, AND PRINCIPALS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES, WILL BE LIMITED TO A SUM EQUAL TO THE TOTAL AMOUNTS PAID OR PAYABLE FOR THE SUBSCRIPTION SERVICES IN THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM. FOR ANY BETA VERSION OR FREE TRIAL, TOTAL AGGREGATE LIABILITY IS LIMITED TO FIFTY U.S. DOLLARS (US $50).
16.2 ESPOCRM AND ITS AFFILIATES DISCLAIM ALL LIABILITY ARISING FROM OR RELATING TO ANY THIRD-PARTY SERVICES USED BY CUSTOMER IN CONNECTION WITH THE SUBSCRIPTION SERVICES.
16.3 THE LIMITATION OF LIABILITY PROVIDED FOR HEREIN APPLIES IN AGGREGATE TO ANY AND ALL CLAIMS BY CUSTOMER AND ITS AFFILIATES, AND WILL NOT BE CUMULATIVE.
16.4 THE DISCLAIMER OF WARRANTIES AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT ARE FUNDAMENTAL PARTS OF THE BASIS OF ESPOCRM’S BARGAIN HEREUNDER, AND CUSTOMER ACKNOWLEDGES THAT SUCH PROVISIONS REPRESENT A REASONABLE ALLOCATION OF RISK.
16.5 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages or for a party’s own fraud, willful injury to the person or property of another, or violation of law, which means that some of the above limitations may not apply to Customer. IN THESE JURISDICTIONS, THE LIABILITY OF ESPOCRM AND ITS AFFILIATES WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
17. AMENDMENTS
EspoCRM may modify any part or all of this Agreement by posting a revised version at https://www.espocrm.com/espocrm-cloud-subscriber-agreement/. EspoCRM will provide Customer with notice of any such revision by email or through the Subscription Services (including via in-app notifications). Modifications to this Agreement will take effect on the earlier of (a) the first renewal date following posting, or (b) thirty (30) days after posting (the “Modification Effective Date”). If Customer does not wish to be bound by the modifications, Customer may terminate this Agreement or the affected Subscription Services prior to the Modification Effective Date in accordance with Section 11 above, and EspoCRM will provide a pro rata refund of any prepaid, unused fees covering use of the affected Subscription Services after the effective date of termination. Customer’s continued use of the Subscription Services on or after the Modification Effective Date constitutes Customer’s acceptance of, and agreement to be bound by, the modifications.
18. FORCE MAJEURE
In no event will EspoCRM be liable, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond EspoCRM’s reasonable control, including, but not limited to, acts of God, flood, fire, earthquake, explosion, act of war, hostilities, cyberattacks, electrical, internet, or telecommunications outages, government restrictions, pandemic, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or the passage of any law or any action taken by a governmental or public authority, including imposing an embargo.
19. INDEMNIFICATION
Customer will defend, indemnify, and hold harmless EspoCRM, its Affiliates, and their respective subcontractors from and against any third-party claims arising out of or relating to Customer Data or any other content or materials provided by Customer, its Affiliates, or Authorized Users, and all related damages, awards, penalties, fines, costs, and expenses (including reasonable attorneys’ fees).
20. ASSIGNMENT
20.1 Customer may not assign, delegate, or otherwise transfer this Agreement (or any of its rights or obligations) without EspoCRM’s prior written consent.
20.2 EspoCRM may transfer and assign any of its rights and obligations under this Agreement without consent, including, but not limited to, any successor to its business or assets to which this Agreement relates, whether by merger, sale of assets, sale of stock, reorganization, or otherwise.
21. NOTICES
All notices under this Agreement will be in writing and deemed given: (a) on personal delivery; (b) the first business day after sending by email; (c) the first business day after being mailed by a recognized overnight delivery service; or (d) on receipt after being sent by certified or registered mail, return receipt requested. Unless otherwise provided in this Agreement, notice to EspoCRM must be sent by mail to: EspoCRM, Inc., 2028 E Ben White Blvd #240-6555, Austin, TX 78741, USA. EspoCRM will provide notices to Customer in writing to the contact details provided or through the Subscription Services (including via in-app notifications). Customer must keep all of its account information current. Customer further acknowledges that an electronic notice satisfies any applicable legal notice requirements, including any requirement that such notice be in writing.
22. WAIVER OF RIGHT TO JURY TRIAL
Each Party waives any right it may have to a jury trial for any claim or cause of action arising out of or in relation to this Agreement.
23. FEEDBACK
Customer or any Authorized User grants EspoCRM a perpetual, irrevocable, non-exclusive, assignable, sublicensable (through multiple tiers), royalty-free license under all rights necessary to incorporate, publish, reproduce, distribute, modify, adapt, prepare derivative works based on, publicly display, exploit, publicly perform, and use Feedback for any purpose.
24. NO WAIVER
No waiver of any breach of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement of such waiver is sought. No waiver of any breach, default, or failure of condition under this Agreement shall be deemed a waiver of any other breach, default, or failure of the same or any other nature, and no waiver shall be construed as a continuing waiver unless expressly so stated in such writing.
25. GOVERNING LAW AND DISPUTES
This Agreement is governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Each Party irrevocably consents to the exclusive jurisdiction and venue of the state courts of Delaware and the United States District Court for the District of Delaware, and the appellate courts having jurisdiction of appeals in such courts for all disputes arising out of or related to this Agreement. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
26. SEVERABILITY
If any term, condition, or provision of this Agreement is held to be invalid, unenforceable, or illegal in whole or in part for any reason, that provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties. The validity and enforceability of the remaining terms, conditions or provisions, or portions of them, shall not be affected.
27. MISCELLANEOUS
27.1 Customer acknowledges that no terms and conditions presented by Customer that purport to add to, modify, or vary the terms and conditions of this Agreement or an Order Form will be binding on EspoCRM, including (a) text or information set forth on any purchase order, email correspondence, invoice or invoice process, or preprinted form, or (b) terms and conditions of any request for proposal, request for bid, request for information, or questionnaire. In entering into this Agreement, Customer has not relied upon any statement, representation, warranties, or agreement of the other party except to the extent expressly contained in this Agreement.
27.2 This Agreement is the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in writing signed by both Parties, except as otherwise provided herein.
28. CONTACT US
If you have any questions about this Agreement, please contact us at https://www.espocrm.com/contacts/