SugarCRM Enterprise Subscription Agreement

BY CLICKING THE "I ACCEPT" BOX, OR DOWNLOADING OR INSTALLING OR USING THE SUGARCRM SERVICE THE SOFTWARE, AND/OR THE PORTAL, AS APPLICABLE, THAT YOU HAVE SELECTED IN THE ORDERING PROCESS, AS DEFINED BELOW, YOU ARE AGREEING ON BEHALF OF THE ENTITY USING THE SERVICE AND/OR THE SOFTWARE, AS APPLICABLE ("COMPANY") THAT COMPANY WILL BE BOUND BY AND IS BECOMING A PARTY TO THIS SUGARCRM ENTERPRISE SUBSCRIPTION AGREEMENT ("AGREEMENT") AND THAT YOU HAVE THE AUTHORITY TO BIND COMPANY. IF COMPANY DOES NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE "I ACCEPT" BOX AND DO NOT USE THE SERVICE AND/OR THE SOFTWARE, AS APPLICABLE. COMPANY HAS NOT BECOME A LICENSEE OF, AND IS NOT AUTHORIZED TO USE THE SERVICE AND/OR THE SOFTWARE, AS APPLICABLE UNLESS AND UNTIL IT HAS AGREED TO BE BOUND BY THESE TERMS. THE "EFFECTIVE DATE" FOR THIS AGREEMENT SHALL BE THE DAY YOU CHECK THE "I ACCEPT" BOX.

1. Definitions:

1.1 "Additional Subscription User" shall mean an employee, contractor or agent of the Company and its Affiliates authorized by Company to use the Software and/or the Service, as applicable, per the terms of this Agreement.

1.2 "Affiliate" shall mean a company which is controlled, under common control or controlling the Company during the period of such control. For the purposes of this Agreement, "control" shall mean ownership, directly or indirectly, of more than 50% of the voting securities which vote for the election of the board of directors or other managing body.

1.3 "Company's Data" shall mean any data, information or material submitted by Company during its usage of the Service.

1.4 "Initial Subscription User" shall mean an employee, contractor or agent of the Company and its Affiliates authorized by Company to use the Software and/or the Service, as applicable, after the Company has paid the Subscription Fee but prior to the termination or expiration of this Agreement.

1.5 "Initial Term" shall mean the initial period of time in which Company pays to receive the Software and/or the Service, as applicable. The Initial Term shall be for a period of one (1) year from the Effective Date.

1.6 "License Administrator" shall mean the person that Company designates to purchase usage of the Software and/or the Service, as applicable, and create accounts for Additional Subscription Users or otherwise administer the Company's use of the Software and/or the Service, as applicable.

1.7 "Portal" means a software module that is designed to communicate with the Software and the Service.

1.8 "Portal User" means those individuals that are employees of Company's customers who may use the Portal per the terms of this Agreement. A Company employee or contractor cannot be a Portal User.

1.9 "Renewal Term" shall mean successive periods of time equal in duration to the Initial Term.

1.10 "Service" shall mean the provision of access via the Internet to the Enterprise edition of the SugarCRM software and/or additional plug-ins or combination thereof, applicable SugarCRM proprietary technology (including, but not limited to, hardware, software, documents, processes, algorithms, user interfaces, and know-how) and services made available by providing the Service to Company and other associated services which are developed, operated, and maintained by SugarCRM, while at all times the SugarCRM software remains on SugarCRM's server.

1.11 "Software" shall mean the Enterprise edition of the SugarCRM software and/or additional plug-ins or combination thereof.

1.12 "Subscription User" shall mean an employee, contractor or agent of the Company and its Affiliates authorized by Company to use the Software and/or the Service, as applicable, per the terms of this Agreement. Collectively, all of the "Initial Subscription Users" and "Additional Subscription Users" comprise, and shall be referred to, as the "Subscription Users". A Subscription User that is authorized to use the Software is a "Software Subscription User" and a Subscription User that is authorized to use the Service is a "Service Subscription User."

1.13 "SugarCRM Intellectual Property" shall mean any of SugarCRM's patents and applications therefore, copyrights, trademarks, service marks, trade names, domain name rights, and other trade secret rights, and all other intellectual property rights.

1.14 "Term" shall mean the Initial Term and all Renewal Terms, if any.

2. License Grants:

2.1 Subject to the terms and conditions of this Agreement, SugarCRM hereby grants Company: (1) the non-exclusive, revocable, non-transferable, non-sublicensable right to use and modify the Software and to use the Service for the Term of this Agreement, in each case solely for Company's own internal business purposes and limited to the number of Subscription Users for which Company has paid the applicable Subscription Fee; 2) the right for Subscription Users to receive support pursuant to the Standard Support Services Plan or to purchase an Extended Support Services Plan or a Premium Support Services Plan, all as described on Exhibit A ("Support Services Plans"), and 3) the non-exclusive, revocable, non-transferable, nonsublicensable right to use the Software in a development and test environment for customization testing and upgrade testing for Company's internal use ("Development Use") and limited to the number of Software Subscription Users for which Company has paid the applicable Subscription Fee, provided, that Company acknowledges and agrees that SugarCRM shall not be obligated to provide any support of such Development Use. If Company opts to purchase Extended Support Services Plan or a Premium Support Services Plan, then Company agrees to purchase such Support Service Plan for all of Company's Subscription Users, as specified during the ordering process. All rights not expressly granted to Company are reserved by SugarCRM and its licensors. Company shall be upgraded free of charge by SugarCRM to the current version of the Service within thirty (30) days of SugarCRM's release of such new version unless Company used a module other than the module known as "SugarCRM Studio" or "Module Builder" to customize the Service for Company's environment. SugarCRM will not be obligated to upgrade Company if it has customized the Service with a module other than SugarCRM Studio or Module Builder and should SugarCRM elect (in its sole discretion) to upgrade Company in any such case, such upgrade shall be at an additional cost and pursuant to a separate written agreement. The Software, Service, and/or the Portal, as applicable, will be deemed accepted by Company on the date SugarCRM ships the license key or password to use the Software, Service and/or Portal, as applicable, and Company will be obligated to pay the fees as set forth in this Agreement even if Company does not use the Service or download, install, or use the Portal or the Software. "Third-Party Software" means certain software SugarCRM licenses from third parties and provides to Company with or within the Service and the Software, as applicable. The "Software" does not include the Third-Party Software. Certain Third-Party Software is subject to terms and conditions other than those in the Agreement. Company may view the relevant licenses and/or notices for such Third-Party Software as provided in the text files of the Service and the Software, as applicable. Company agrees to comply with terms and conditions contained in such licenses for the relevant Third-Party Software. Company shall be responsible for any act or omission of those Subscription Users that are contractors and agents, Company's Affiliates and of Company's Affiliates' compliance with all of the terms of this Agreement. Any action or breach by any of Company's contractors, agents or Affiliates shall be deemed an action or breach by Company and Company will indemnify and hold SugarCRM harmless from any and all breaches of this Agreement by its contractors, agents and Affiliates. Company waives all of those defenses that Company may have as to why Company should not be liable for Company's contractors', agents' or Affiliates' acts, omissions and noncompliance with this Agreement.

2.2 For the Term and subject to the terms and conditions of this Agreement, SugarCRM grants Company: a non-exclusive, revocable, royalty-free, fully-paid up, non-transferable license to sublicense the use of the Portal to an unlimited number of Portal Users (provided that the Portal is not hosted to SugarCRM) and a royalty-free, fully-paid up, non-exclusive, revocable, non-transferable, nonsublicensable license for one (1) Company employee to use and administer the Portal solely as necessary to provide the Portal to the Portal Users as set forth in this Section 2. For the avoidance of doubt, no other Company employee shall use or access the Portal. Upon the Effective Date, SugarCRM shall provide the Portal to Company via download and Company will then host the Portal, or, if Company has selected the Service, SugarCRM will host the Portal for Company. Notwithstanding anything to the contrary in this Section 2.2, where, in connection with the Service, the Portal is hosted by SugarCRM, the license grant stated in the first sentence of this Section 2.2 is limited to fifty (50) concurrent Portal Users, but shall, in all other respects, remain the same. By entering into this Agreement, Company is acting as agent for Company's Portal Users and binding them to the terms hereof and Company shall undertake to bind them to the terms hereof applicable to the Portal and at least as protective of SugarCRM as, the terms and conditions set forth herein, including, without limitation, disclaimers of all warranties and disclaimers of all consequential damages in favor of SugarCRM by performing any act or executing any document ("Portal User Contract") that may be required in the jurisdiction in which such Portal Users are using the Portal and Company agrees to indemnify SugarCRM for any failure to bind such Portal Users to the terms hereof. Company shall be responsible for any act or omission of Company's Portal Users and of Company's Portal Users' compliance with all of the terms of this Agreement and the Portal User Contract. Any action or breach by any of Company's Portal Users shall be deemed an action or breach by Company and vice versa and Company shall correct any breach made by any of its Portal Users within thirty (30) days of the date of SugarCRM's notice thereof and if Company does not correct such breach, then Company will indemnify, defend and hold SugarCRM harmless from any and all breaches of this Agreement by its Portal Users that are not corrected within such time period. Company waives all of those defenses that Company may have as to why Company should not be liable for Company's Portal Users' acts, omissions and noncompliance with this Agreement.

2.3 Company may wish to use software developed by third parties to add functionality to the Service or the Software which are licensed under the GNU General Public License Version 3 or the Sugar Public License (such third party programs, "Third Party Plug-Ins" and the licenses for such Third Party Plug Ins are the "TPPI Licenses"). SugarCRM approves the use of such Third Party Plug Ins with the Software and the Service so long as such use is limited to the internal use by Company in a manner which does not subject the Software or the Service to the terms of the TPPI Licenses. The Company shall defend, indemnify and hold harmless SugarCRM from any damages arising from the application of TPPI Licenses to the Software or the Service. If the use of the Third Party Plug Ins subjects the Software or the Service to the TPPI License, it shall be deemed to be a material breach of this Agreement.

3. Restrictions:

Company shall not, directly or indirectly, (i) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to: (a) the Software, (b) any modified version or derivative work of the Software created by the Company or for the Company, (c) the Service, (d) the Portal, or (e) any copy or version of the Software, either modified or not, licensed under a TPPI License, in each case for any purpose including timesharing or service bureau purpose; (ii) remove or alter any copyright, trademark or proprietary notice in the Software, Service and/or Portal; (iii) transfer, use or export the Software, Service and/or Portal in violation of any laws or regulations of any government or governmental agency; (iv) create Internet links to the Service, (v) "frame", "fork" or "mirror" any part of the Service on any other device; (vi) modify any open source version of SugarCRM's software source code ("Original Code") to develop a separately maintained source code program (the "Forked Software") so that such modifications are not automatically integrated with the Original Code or so that the Forked Software has features not present in the Original Code, (vii) reverse engineer the Service, or any component thereof, or the Portal or access the Service or copy any ideas, features, functions or graphics of the Service for any purpose other than what is expressly authorized in this Agreement, (viii) reverse engineer, decompile or modify any encrypted or encoded portion of the Software, (ix) conduct automated functionality tests or load tests on the Service, (x) attempt to gain access to data that is not Company's Data, or use a disproportionate amount of the Service that interrupts or degrades the Service, or (xi) run on any of Company's or Portal User's hardware, or have deployed for use, any copy or version of the Software licensed under a TPPI License. If Company does any of the foregoing, SugarCRM shall have the right to terminate or suspend Company's account and access to the Software, Service and/or the Portal, as applicable, without any refund or credit until Company corrects such violation to SugarCRM's reasonable satisfaction. The Service and the Software each include modules that report the number of authorized Subscription Users and permits SugarCRM the ability to monitor certain usage of the Service or Software ("Critical Control Software") which is fundamental to the business of SugarCRM. For the avoidance of doubt, neither the Company nor the Subscription Users may modify any portion of the Critical Control Software. The violation of this prohibition shall be deemed a material breach of this Agreement and SugarCRM may immediately terminate this Agreement. Except as expressly provided herein, no licenses of any kind are granted hereunder, whether by implication, estoppel, or otherwise. Notwithstanding anything to the contrary in this Agreement, during the Term of this Agreement the Company may continue to use the Software initially provided under this Agreement with the license key and use differing databases, web servers or operating systems than the database, web server or operating system initially selected by Company on download or installation of the Software at no charge, subject to Company paying and indemnifying SugarCRM for any additional fees SugarCRM is required to pay a third party as a result of Company's change to differing databases, web servers or operating systems. The number of licensed copies may increase, as long as the combined usage does not exceed the number of Software Subscription Users for which Company has paid.

4. Company's Responsibilities and Data:

4.1 Subscription User Accounts: Company shall designate a License Administrator and notify SugarCRM of the identity and contact information for said License Administrator. The License Administrator may add Subscription Users to Company's subscription to the Service and/or Software, as applicable, by placing an order with SugarCRM. The License Administrator shall notify SugarCRM in writing prior to switching a Software Subscription User to a Service Subscription User and vice versa. Company is responsible for all activity occurring under Company's Subscription User's accounts. Company shall notify SugarCRM immediately of any unauthorized use of any password, account, copying or access to the Service or Software, as applicable. Subscription User accounts cannot be shared or used by more than one individual Subscription User but may be reassigned to new Subscription Users replacing former Subscription Users.

4.2 Company's Data: SugarCRM does not own any of the Company's Data. Company is solely responsible for the accuracy, integrity, and legality of Company's Data. Notwithstanding anything to the contrary in this Agreement, SugarCRM shall not be responsible or liable for the deletion, corruption, correction, destruction, damage, loss or failure to any of Company's Data. Company shall not knowingly send or store spam, unlawful, infringing, obscene, or libelous material, or viruses, worms, Trojan horses and other harmful code, or data which violates the rights of any individual or entity established in any jurisdiction including, without limitation, medical information, credit card information or social security numbers, driver's license or personal identification numbers or account numbers on, to or from the Service. Company represents and warrants that it is in compliance with and will comply with all applicable privacy and data protection laws and regulations with respect to any of Company's Data uploaded or submitted to the Service and its use of the Service and performance of its obligations under this Agreement. Company will indemnify, defend and hold SugarCRM harmless from any claims, losses and causes of action arising out of or related to Company's breach of this Section 4.2.

4.3 Company's Data Storage. With respect to the Service, the maximum disk storage space provided to Company at no additional charge is the greater of (i) 120MB per User and (ii) 1GB. If the amount of disk storage required exceeds these limits, Company will be charged SugarCRM's then-current storage fees.

5. Intellectual Property Ownership:

5.1 Proprietary Rights. SugarCRM and its licensors own the SugarCRM Intellectual Property in and to the Software, the Service, the Portal and, in each case, any modifications thereto, and any modifications, ideas, or recommendations provided by Company. This Agreement does not convey or transfer any ownership rights in the SugarCRM Intellectual Property in the Service, the Software or the Portal. If Company has or obtains any rights in the SugarCRM Intellectual Property in the Service, the Software or the Portal, Company hereby assigns and agrees to assign all of Company's right, title and interest therein to SugarCRM. The SugarCRM name, logo, and trade names are trademarks of SugarCRM and no right is granted to use them except as expressly granted herein.

5.2 Grant to SugarCRM. During the Term of this Agreement, Company grants to SugarCRM a non-transferable, non-exclusive, license to reproduce and display Company's logos, trademarks, trade names and similar identifying material so that SugarCRM may refer to Company as a user of the Software and/or Service, as applicable, should SugarCRM so desire, such as on the SugarCRM website, in press releases and in other marketing materials.

6. Payment Terms:

6.1 Subscription Fees: Company shall pay to SugarCRM an amount specified on SugarCRM's e-commerce website for the number of Subscription Users that Company selects ("Subscription Fee"). Company shall pay the applicable Subscription Fee for the Initial Term on the Effective Date. Company shall make future fee payments for all Subscription Users due under the terms of this Agreement for Renewal Terms on each one (1) year anniversary of the Effective Date. Company shall pay for all Subscription Fees for the entire Initial Term or Renewal Term, as applicable, whether or not all Subscription Users use the Service and/or Software, as applicable. Company must provide SugarCRM with a valid credit card or alternative payment form prior to receiving the Service and/or Software, as applicable. All fees paid to SugarCRM are non-refundable. SugarCRM reserves the right to modify its fees. SugarCRM will automatically bill Company's credit card or alternative payment form in the billing frequency established by the length of Company's Initial Term. The renewal charge will be equal to the number of Subscription Users multiplied by the then current per Subscription User fee. Company agrees to provide SugarCRM with complete and accurate billing and contact information. If invoiced by SugarCRM, payments for such invoices are due net thirty (30) days. SugarCRM may terminate this Agreement and/or Company's access to the Service and//or the Software, as applicable, if the billing or contact information is false, fraudulent or invalid. Company will also pay all taxes, including sales, use, personal property, value-added, excise, customs fees, import duties, stamp duties and any other similar taxes and duties, including penalties and interest, imposed by any United States federal, state, provincial or local government entity or any non-US government entity on the transactions contemplated by this Agreement, excluding taxes based upon SugarCRM's net income.

6.2 Additional Subscription Users Fee. During the Term of this Agreement, Company shall pay quarterly to SugarCRM a fee for any subscriptions for Additional Subscription Users from the previous quarter ("Additional Subscription User Fee"). The Additional Subscription User Fee shall be assessed at the then-current monthly rate, and shall be due and payable on Company's quarterly anniversary date from the Effective Date and will be pro rated monthly to be coterminous with the Initial Subscription Users.

6.3 Non-Payment: SugarCRM may terminate this Agreement and/or Company's access to the Service and Company's Data and/or license to use the Software and/or the Portal, as applicable, for Company's non-payment of any fees that are delinquent by thirty (30) days or more (whether under this Agreement or a separate agreement). If SugarCRM terminates this Agreement for such non-payment of fees, SugarCRM has no obligation to retain any of Company's Data which may be irretrievably deleted if Company has not requested such Company's Data from SugarCRM within thirty (30) days of the effective date of termination pursuant to Section 7.1 below. Company agrees that SugarCRM may charge unpaid fees to Company's credit card or otherwise bill Company for unpaid fees. SugarCRM shall be entitled to reimbursement of all reasonable collection costs incurred as a result of unpaid balances.

6.4 Records Retention. Company shall maintain accurate records necessary to verify the number of Subscription Users. Upon SugarCRM's written request, Company shall provide SugarCRM with such records within ten (10) days. If Company has more Subscription Users than Company has paid for, Company shall immediately pay SugarCRM the applicable fees for such additional Subscription Users, in addition to any costs incurred by SugarCRM associated with reviewing such records.

6.5 Backup of Data. With respect to the Service, Company shall have the right to receive two (2) recoveries of Company's Data from backup per calendar month free of charge. Additional recoveries are available for an additional charge at SugarCRM's then-current rate for such backup services, which rate can be ascertained by contacting a SugarCRM sales representative.

7. Term and Termination:

7.1 Term: This Agreement shall be effective as of the Effective Date. Upon the expiration of the Initial Term, this Agreement will automatically renew for Renewal Terms at SugarCRM's then current fees, unless either party gives written notice to the other of its intention not to renew at least sixty (60) days prior to the end of any Term. With respect to the Service, upon termination or expiration of this Agreement SugarCRM will make available to Company, upon Company's request, Company's Data only for the thirty (30) day period immediately following the effective date of termination or expiration, provided that Company has paid all fees owed to SugarCRM (whether under this Agreement or a separate agreement).

7.2 Termination: Either party may terminate this Agreement prior to the end of a term if the other party materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for thirty days following written notice of the breach. Company's obligation to make a payment of any outstanding, unpaid fees and the terms of Sections 1, 3, 4.2, 5.1, 6, 7, 8, 10, 11, and 13 shall survive termination or expiration of this Agreement.

8. Confidentiality. Company and SugarCRM agree to maintain the confidentiality of any proprietary information received by the other party during, or prior to entering into, this Agreement that a party should know is confidential or proprietary based on the circumstances surrounding the disclosure including, without limitation, non-public technical and business information ("Confidential Information") for a period of two (2) years after the termination of this Agreement. This section shall not apply to any publicly available or independently developed information or the open source version of the SugarCRM software licensed under the TPPI Licenses. The receiving party of any Confidential Information of the other party agrees not to use said Confidential Information for any purpose except as necessary to fulfill its obligations and exercise its rights under this Agreement. The receiving party shall protect the secrecy of and avoid disclosure and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect its own confidential information and in no event less than reasonable care.

9. Representations & Warranties:

SugarCRM represents and warrants that it will provide the Service in a manner consistent with general industry standards for services that are similar to the Service. If any portion of the Service and/or the Software, as applicable, is held by a court of competent jurisdiction to infringe any third party intellectual property rights and Company incurs a liability or expense as a result of such holding, then Company's sole remedy shall be, and SugarCRM will, at its expense and option: (i) obtain the right for Company to continue to use the Service and/or Software, as applicable; (ii) modify the Service and/or the Software, as applicable so that it is non-infringing; or (iii) replace the infringing component with a non-infringing component; or (iv) refund all of Company's money paid under this Agreement during the prior twelve (12) months and all of Company's rights and licenses under this Agreement shall automatically terminate.

10. Disclaimer of Warranties:

10.1 EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SOFTWARE, SERVICE AND THE PORTAL ARE PROVIDED TO COMPANY STRICTLY ON AN "AS IS" BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SUGARCRM AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE, SOFTWARE OR THE PORTAL WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE OR SOFTWARE, (B) THE SERVICE,

SOFTWARE OR THE PORTAL WILL MEET COMPANY'S REQUIREMENTS OR EXPECTATIONS, (C) ERRORS OR DEFECTS WILL BE CORRECTED, OR (D) THE SERVICE, SOFTWARE OR THE PORTAL ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. SUGARCRM'S SERVICES MAY BE SUBJECT TO LIMITATIONS OR ISSUES INHERENT IN THE USE OF THE INTERNET AND SUGARCRM IS NOT RESPONSIBLE FOR ANY PROBLEMS OR OTHER DAMAGE RESULTING FROM SUCH LIMITATIONS OR ISSUES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES AND SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

10.2 SugarCRM may limit the number of Company's Portal Users at any time by providing Company with a written notice if SugarCRM believes, in its sole discretion, that Company's Portal Users are burdening or overwhelming SugarCRM's system.

11. Force Majeure, Limitation of Liability:

11.1 Force Majeure. Except for the payment of fees, neither party shall be in breach of this Agreement due to failure of performance that arises out of causes beyond its reasonable control.

11.2 Disclaimer of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SUGARCRM OR ITS LICENSORS BE LIABLE TO COMPANY OR ANY THIRD PARTY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST SAVINGS OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS AGREEMENT OR SUGARCRM'S PERFORMANCE INCLUDING WITHOUT LIMITATION (A) THE SERVICES, SOFTWARE OR THE PORTAL, (B) ANY INTERRUPTION OF USE OF THE SERVICE, SOFTWARE OR THE PORTAL OR (C) FOR LOSS, INACCURACY OR CORRUPTION OF COMPANY DATA, EVEN IF SUGARCRM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

11.3 Limitation on All Damages. IN NO EVENT SHALL SUGARCRM'S OR ITS LICENSORS' LIABILITY HEREUNDER FOR CLAIMS IN THE AGGREGATE, EXCEED THE AMOUNT THAT COMPANY PAID TO SUGARCRM UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY.

11.4 Failure of Essential Purpose. The limitations set forth in this Section shall apply notwithstanding any failure of essential purpose of this Agreement or any limited remedy hereunder.

12. Government Users. The Software and/or Portal under this Agreement is "commercial computer software" as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms and this Agreement as specified in 48C.F.R. 12.212 (Computer Software) and 12.11 (Technical Data) of the Federal Acquisition Regulations ("FAR") and its successors. If acquired by or on behalf of any agency within the Department of Defense ("DOD"), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.

13. General:

Company agrees and certifies that neither the Service nor the Software nor the Portal nor any other technical data received from SugarCRM, nor the direct product thereof, will be exported outside the United States or re-exported except as authorized and as permitted by the laws and regulations of the United States and/or the laws and regulations of the jurisdiction, (if other than the United States) in which Company rightfully obtained access to the Service, the Software and/or the Portal, as applicable. Except as expressly provided herein, Company may not assign its rights or delegate its obligations under this Agreement, without the prior written consent of SugarCRM. This Agreement will be governed by and construed in accordance with the laws of the State of California and the federal U.S. laws applicable therein, excluding its conflicts of law provisions, and Company and SugarCRM agree to submit to the personal and exclusive jurisdiction of the courts located in Santa Clara County, California. The parties agree the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement. The failure of either party to require performance by the other party of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. If any provision of this Agreement is found void and unenforceable, it will be replaced to the extent possible with a provision that comes closest to the meaning of the original provision. This Agreement, and the documents referenced in this Agreement, constitutes the entire agreement between Company and SugarCRM relating to its subject matter and all terms herein and supercedes all prior or contemporaneous agreements or understandings. Notices regarding this Agreement shall be in writing and addressed to Company at the address Company provides, or, in the case of SugarCRM, when addressed to SugarCRM, Inc., Attn. Legal Counsel, 10050 North Wolfe Road SW2-130 Cupertino, CA 95014 USA. Notices regarding the Service and/or Software in general may be given by electronic mail to Company's e-mail address on record with SugarCRM and such notice shall be deemed to have been delivered twelve (12) hours after sending. No other terms and conditions shall apply, including any terms or conditions contained in any purchase order, request for quote (RFQ), bid proposal, response hereto, or other operational form of Company or Company's agent which are in addition to or different than the terms and conditions of this Agreement contained herein. Any of Company's terms and conditions which are different from or in addition to those contained herein are hereby objected to and shall be of no effect unless specifically agreed to in writing by an authorized representative of SugarCRM. Delivery of the Service or Software or other performance by SugarCRM with respect to the Service or Software shall not constitute SugarCRM's acceptance of any additional or different terms and conditions.

Exhibit A

Support Services Plans

A. Definitions

i. Authorized Contacts: The qualified individuals selected by Company and approved by SugarCRM who are authorized to contact SugarCRM for Back-End Support. The number of Authorized Contacts for a particular Support Services Plan is as set forth below.

ii. Back-End Support Services: The services of identifying Errors and providing Maintenance Patch(es) to correct Errors identified and reported by an Authorized Contact. It does not include providing Front Line Support Services support directly to Subscription Users.

iii. Errors: One or more reproducible deviations in the unmodified Software from the applicable specifications shown in the documentation accompanying such Software.

iv. Front-Line Support Services: Call receipt, entitlement verification, call screening, installation assistance, problem identification and diagnosis, efforts to create a repeatable demonstration of an Error, and other similar activities for Subscription Users, and, the distribution of Maintenance Releases and Upgrades, if any, to Subscription Users.

v. Maintenance Period: The time period that runs concurrently with the Term.

vi. Maintenance Patch: A correction, workarounds and/or patches to the Software to correct a particular Error. A Maintenance Patch is not a Maintenance Release or Upgrade.

vii. Maintenance Release: A revision to the Software (designated by SugarCRM by a change in the version number to the right of the decimal place) or patch that improves the functionality of the Software, and may contain minor new features or enhancements. A Maintenance Release is not an Upgrade.

viii. Response Time: The amount of elapsed time between the reporting by an Authorized Contact of an Error as provided in this Agreement and the response from a SugarCRM technical support engineer acknowledging receipt of an Error.

xi. Support Services Plan: The specific Support Services Plan for which Company selects and qualifies based on the amount of fees that are or would have been due to SugarCRM for the Initial Term at SugarCRM's standard list prices without any discounts, and which is described below.

x. Upgrade: Any release of the Software designated by SugarCRM by a change in the version number to the left of the decimal place that SugarCRM makes generally commercially available, excluding Maintenance Releases, Maintenance Patches and products designated by SugarCRM as separate products or new components. To receive and use an Upgrade Company must pay the applicable Subscription Fees for that Software.

xi. Working Days: Defined as all calendar days excluding Saturdays, Sundays and SugarCRM holidays.

xii. Working Hours: Defined as the hours between 6:00 a.m. and 6:00 p.m. US Pacific Time on Working Days.

B. SugarCRM Technical Support

i. SugarCRM's Obligations: Subject to the Company's payment of the Subscription Fees and any additional Maintenance Fees, if applicable, and compliance with the terms and conditions of this Agreement, SugarCRM will provide to Company Back-End Support Services, in accordance with the terms and applicable levels of the Support Services Plan for the Subscription Users paid for by Company during the Maintenance Period. For the avoidance of doubt, all maintenance and support to be provided by SugarCRM pursuant to this Agreement shall only be provided for Errors reported by the Authorized Contacts.

ii. Reporting Method: SugarCRM will provide Company with access to an online submission system (the "Support Portal") that Company's Authorized Contacts may use to report Errors and the proposed Priority Level. Only Authorized Contacts may use the Support Portal, and only for the purpose of tracking Company's own Errors and the status of the corrections. Company must comply with all troubleshooting and technical database procedures relevant to an Error prior to contacting SugarCRM Additional reporting methods may be available in accordance with the terms of the Support Services Plan as set forth below.

iii. Error Correction: SugarCRM will make reasonable commercial efforts to correct Errors that an Authorized Contact reports to SugarCRM in a manner set forth by the applicable Support Services Plan and that SugarCRM reproduces in its own execution environment. If an Error report is received by SugarCRM during Working Hours, SugarCRM will use reasonable commercial efforts to communicate with the Authorized Contact about the Error, within the applicable Response Times for the Priority Level finally classified by SugarCRM as set forth below in Subsection iv. The Authorized Contact must provide sufficient information to SugarCRM to enable SugarCRM to duplicate the Error before SugarCRM's response obligations will commence. SugarCRM will use reasonable commercial efforts to provide an appropriate workaround, a Maintenance Patch or a specific action plan for how SugarCRM will address the Error and an estimate of how long it will take to rectify the defect or Error.

iv. Reclassification of Errors: Notwithstanding that the Authorized Contacts may suggest classifications of an Error to an applicable Priority Level when reporting an Error, SugarCRM shall have the final authority to classify the Priority Level of an Error and may reclassify Errors at another Priority Level if it reasonably believes that Company's classification is incorrect.

v. Exceptions: Unless otherwise authorized in writing by SugarCRM, SugarCRM will not be required to correct any Error determined by SugarCRM to be caused by (a) incorporation or attachment of a feature, program, or device to the Software, or any part thereof, by a party other than SugarCRM; (b) any nonconformance caused by accident, transportation, neglect, misuse, alteration, modification, or enhancement of the Software other than by SugarCRM; (c) Company's failure to provide an installation environment recommended for the Software; (d) Company's use of the Software for other than the specific purpose for which the Software is intended; (e) Company's use of the Software on any servers, databases or systems other than the SugarCRM specified hardware platform for the Software; (f) Company's use of defective media or defective duplication of the Software; (g) Company's attempts to resolve or fix Errors; and/or (h) Company's failure to incorporate any Maintenance Release previously released by SugarCRM which corrects such Error.

vi. Right to Subcontract: SugarCRM may subcontract and/or assign the provision of its Support Services Plans.

vii. Maintenance Patches and Maintenance Releases: If the Company has paid the Subscription Fees and any additional Maintenance Fees, if applicable, and is in compliance with the terms and conditions of this Agreement, Company will be entitled to receive any Maintenance Patches and Maintenance Releases to the Software made generally available by SugarCRM during the Maintenance Period. Maintenance Patches and Maintenance Releases released during the Maintenance Period shall be made available in a manner determined by SugarCRM, such as on a SugarCRM-designated web site for access or electronic download by Company. SugarCRM shall provide Company with instructions regarding registration for such access or electronic downloads. When a Maintenance Patch or Maintenance Release is available, Company will receive notice from SugarCRM indicating such availability. The use of each Maintenance Patch or Maintenance Release obtained under this Agreement is governed by the terms of the Agreement. Company shall be required to implement all Maintenance Patches and Maintenance Releases and/or replace the Software it has installed as soon as commercially practicable after notification by SugarCRM of the availability of such Maintenance Patches and Maintenance Releases or replacement Software, as applicable.

viii. Renewal of Support Services Plan: If Company is on the Standard Support Services Plan, the Maintenance Period for such plan will run concurrently with, and renew or terminate on the same date as, the Renewal Term. If Company is on a Support Services Plan other than the Standard Support Services Plan, at least thirty (30) days prior to expiration of the Maintenance Period, Company shall notify SugarCRM of its intent to renew Company's Support Services Plan at the same plan level or a different plan level and SugarCRM shall have the discretion to determine the applicable Support Services Plan level on renewal. If Company does not give SugarCRM such notice, the Company shall be deemed to have elected to continue its support under the same Support Services Plan as the preceding Maintenance Period. Any such renewal will run concurrently with the Renewal Term.

ix. Company Obligations: Company, and not SugarCRM, will be responsible for, and will bear all expenses associated with, providing Front-Line Support Services to its Subscription User and implementation and installation of Maintenance Patches and Maintenance Releases. Company agrees to use reasonable commercial efforts to answer its Subscription Users' support questions. Company agrees that any information or documentation distributed by Company to its Subscription Users will clearly and conspicuously state that Subscription Users should call Company for technical support for the Software. SugarCRM will have no obligation to furnish any assistance, information or documentation with respect to the Software directly to Subscription Users. Company agrees that only Authorized Contacts will contact SugarCRM for technical support. If SugarCRM technical support representatives are being contacted by Subscription Users then, upon SugarCRM's request, Company and SugarCRM will cooperate to minimize such contact. Company must establish and maintain a procedure for reconstruction of lost or altered files, data or programs. Company agrees that its Authorized Contacts will have sufficient technical expertise, training and/or experience for Company to perform its obligations hereunder. Company will designate for SugarCRM, in writing and/or e-mail, its list of Authorized Contacts within one week of the Effective Date.

x. Fees: Other than the Subscription Fees, no additional fees are payable by Company for Standard Support Services Plan. For the Extended Support Services Plan or the Premium Support Services Plan, as applicable, Company shall pay to SugarCRM an amount specified on www.sugarcrm.com or as otherwise agreed in writing by an authorized representative of SugarCRM for the total number of Subscription Users ("Maintenance Fee"). If the election to upgrade occurs on a date other than the first day of the Initial Term or Renewal Term, the Maintenance Fee shall be pro-rated for the remaining period of the Maintenance Period based on a 365 day year. All fees paid to SugarCRM are non-refundable.

Support Services Plans:

• Standard Support Services Plan
• Access to online Support Portal available at https://support.sugarcrm.com as a reporting method
• Access to email as a reporting method
• Access to online discussion forums or "Company Forums"
• No telephone support
• 2 Authorized Contacts
• Extended Support Services Plan
• All features of Standard Support
• Telephone support available during Working Hours
• 2 Authorized Contacts
• Premium Support Services Plan
• All features of Standard Support
• Telephone support available during Working Hours
• 1 hour response for Priority 1 issues, 24x7x365
• Assigned support representative
• Technical account reviews once per quarter
• 4 Authorized Contacts

Priority Definitions

• Priority 1: Business critical (only available for production systems). Error that results in a complete loss of functions of the Software; a significant function of the Software that is not available; and no workaround exists. Does not include installation issues or problems in staging environments.
• Priority 2: Severe impact. An Error that significantly degrades a major function of the Software.
• Priority 3: Degraded operations. An Error that results in slight impairment in functions of the Software. Includes feature requests and cosmetic defects.

Priority Response Times: SugarCRM will use commercially reasonable efforts to respond within the Response Times set forth below according to the Priority levels and Support Services Plan selected by Company.

	Standard Support	Extended Support	Premium Support
Priority 1 Response Time	4 Working Hours	2 Working Hours	1 hour (24x7x365)
Priority 2 Response Time	Next Working Day	4 Working Hours	2 Working Hours
Priority 3 Response Time	2 Working Days	Next Working Day	4 Working Hours