SalesReach Software Professional Services Agreement


THIS AGREEMENT GOVERNS YOUR PURCHASE AND RECEIPT OF OUR PROFESSIONAL SERVICES.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY PAYING A SALESREACH INVOICE REFERENCING THIS AGREEMENT, EXECUTING A STATEMENT OF WORK (“SOW”) OR ACCEPTING AND ORDER FORM THAT REFERENCES THIS AGREEMENT, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT RECEIVE THE PROFESSIONAL SERVICES.

You may not receive Professional Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not receive Professional Services for purposes of evaluating or monitoring their quality or performance, or for any other benchmarking or competitive purposes.

This Agreement was last updated on October 1, 2014. It is effective between You and Us as of the date of Your accepting this Agreement.

 

Table of Contents

1.   Definitions

2.   Professional Services

3.   Cooperation

4.   Delivery, Acceptance and Change Orders

5.   Fees, Invoicing and Taxes

6.   Proprietary Rights and Licenses

7.   Confidentiality

8.   Representations, Warranties, Exclusive Remedies and Disclaimers

9.   Indemnification

10.    Limitation of Liability

11.    Term and Termination

12.   Insurance

13.    With Whom You Are Contracting, Notices, Governing Law and Jurisdiction

14.    General Provisions

Amendment 1 – SalesReach Outsourced Administration Included Services

Amendment 2 – SalesReach Outsourced Development Included Services

 

1.      DEFINITIONS

Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

Agreement” means this Professional Services Agreement and any exhibits, schedules and addenda.

Change Order” means any change to an SOW or Order Form, as applicable, as described in the “Change Orders” section below. Change Orders will be deemed incorporated by reference in the applicable SOW or Order Form, as applicable in the absence of an SOW.

Deliverable” means a deliverable under an SOW or Order Form.

Invoice” means a bill for payment of contracted services transmitted either electronically, or sent by mail, fax or other conveyance, and paid by You.

Online Services” means any online, web-based services and associated offline components made available by Us (or one or more of Our Affiliates) to You under a separate agreement.

Order Form” means an ordering document specifying the Professional Services to be provided hereunder and that is entered into between You and Us or any of Our Affiliates, including any addenda and supplements thereto. Order Forms governed, in whole or in part, by this Agreement must have a SOW attached thereto or expressly state that the Order Form or certain Professional Services provided thereunder are governed by this Agreement. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. Notwithstanding any language to the contrary in the Order Form, all Professional Services purchased under an Order Form are purchased separately from the Online Services and all references to “Order Form” herein shall not apply in any way to any Online Services, including without limitation, with respect to payment obligations and termination rights.

Outsourced Administration” means those services listed in Amendment 1 to this Agreement, which is subject to change with notice.

Outsourced Administration Package” means a package of administration services at predefined prices as defined in section 5.1.2 of this Agreement.

Outsourced Development” means those services listed in Amendment 2 to this Agreement, which is subject to change with notice.

Outsourced Development Package” means a package of development services at predefined prices as defined in section 5.1.2 of this Agreement.

Professional Services” means work performed by Us, Our Affiliates, or Our or their respective permitted subcontractors under an SOW or Order Form, or under this Agreement, including ’Our provision of any Deliverables specified in such SOW or Order Form or as customary under this Agreement.

SOW” means a statement of work describing Professional Services to be provided hereunder, that is entered into between You and Us or any of Our Affiliates or which is incorporated into an Order Form that is entered into between You and US or any of Our Affiliates. An Affiliate of Ours that executes an SOW with You will be deemed to be “Us” as such term is used in this Agreement. SOWs or Order Forms will be deemed incorporated herein by reference.

We,” “Us” or “Our” means the SalesReach Software company described in Section 13 (Who You Are Contracting With, Notices, Governing Law and Jurisdiction).

You” or “Your” means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.

2.      PROFESSIONAL   SERVICES

2.1.   .   Scope of Professional Services.  We will provide to You the Professional Services specified in each SOW or Order Form (as applicable) or as provided for herein, subject to Your payment of all applicable fees as set forth in the “Fees” section of this Agreement.

 

2.2.   .   Relationship to Online Services. This Agreement is limited to Professional Services and does not convey any right to use Online Services. Any use of Online Services by You will be governed by a separate agreement. You agree that Your purchase of Professional Services is not contingent on the delivery of any future Online Service functionality or features,  other than Deliverables, subject to the terms of the applicable SOW or Order Form, or on any oral or written public  comments by Us regarding future Online Service functionality or features.

3.      COOPERATION

3.1.   .   Cooperation.   You will cooperate reasonably and in good faith with Us in Our performance of Professional Services  by, without limitation:

(a)    allocating sufficient resources and timely performing any tasks reasonably necessary to enable Us to perform Our obligations under each SOW or Order Form;

(b)    timely delivering any materials and other obligations required under each SOW or Order Form;

(c)    timely responding to Our inquiries related to the Professional Services;

(d)    assigning an internal project manager for each SOW or Order Form to serve as a primary point of contact for Us;

(e)    actively participating in scheduled project meetings;

(f)     providing, in a timely manner and at no charge to Us, office workspace, telephone and other facilities, suitably configured computer equipment with Internet access, access to Your appropriate and knowledgeable employees and agents, and continuous administrative access to Your Online Service account, and coordination of onsite, online and telephonic meetings all as reasonably required by Us;

(g)    complete, accurate and timely information, data and feedback all as reasonably required, and;

(h)   on time payment of applicable charges as listed in each SOW or Order Form or as specified herein for Professional Services Time and Materials or applicable Professional Services Packages.

3.2.   .   Delays.  Any delays in the performance of Professional Services or delivery of Deliverables caused by You may result  in additional applicable charges for resource time.

4.      DELIVERY, ACCEPTANCE AND CHANGE ORDERS

4.1.   . Delivery of Services. We will provide the Professional Services, including any Deliverables, in accordance with the Agreement and the applicable SOWs or Order Forms.

 

4.2.   .   Acceptance.   Upon completion of each Deliverable under an SOW or Order Form, We will, as applicable: (a) submit  a complete copy to You; and (b) at Your request, demonstrate its functionality to You.  You are responsible for reviewing and testing all Deliverables in accordance with such SOW or Order Form pursuant to any acceptance criteria or test plans mutually agreed upon in writing by the parties for such Deliverable. You will provide Us with written notification of acceptance for each Deliverable promptly upon acceptance; however, failure to reject a Deliverable, as set forth below, will be deemed acceptance. If You, in Your reasonable and good faith judgment, determine that any submitted Deliverable does not satisfy the agreed-upon acceptance criteria as specified in the applicable SOW or as mutually agreed upon in writing by the  parties for such Deliverable, You must so notify Us in writing within 10 business days after Our submission of the Deliverable, specifying the deficiencies in detail. We will use commercially reasonable efforts to correct such deficiencies and resubmit the Deliverable to You as soon as practicable. You will again review and test the Deliverable against the agreed-upon acceptance criteria, and detail any deficiencies to Us in writing within 10 business days after resubmission of the Deliverable.  If a Deliverable fails to meet the functional requirements specified in the applicable SOW or Order Form after its second resubmission to You, You may either, as Your sole and exclusive remedy: (i) again reject the Deliverable and return it to Us for further correction and resubmission in accordance with the process described above (if the Deliverable is not accepted after two resubmissions, the matter will be escalated to Your executive sponsor for the project associated with the SOW or Order Form and Our Engagement Manager) or (ii) terminate the relevant SOW or Order Form immediately upon written notice and recover all Professional Services fees paid under such SOW or Order Form for such deficient Deliverable. If the parties determine that a Deliverable’s functional requirements specified in a SOW or Order Form require modification (for example, due to incorrect assumptions or changed requirements), they will cooperate in good faith to execute a Change Order for such revised requirements.

4.3.   .  No Effect on Warranty Remedies. Acceptance of Professional Services, including a Deliverable, will not affect Your rights or remedies under the “Warranty” section below.

 

4.4.   .  Change Orders. Changes to a SOW or Order Form will require a written Change Order signed by the parties prior to implementation of the changes. Such changes may include, for example, changes to the scope of work and any corresponding changes to the estimated fees and schedule.

5.      FEES, INVOICING AND TAXES

5.1.   .  Fees. You will pay Us for the Professional Services at the rates specified in the applicable SOW or Order Form, or if no rate is specified in the SOW or Order Form, Our standard rates as listed below and in effect at the time the SOW or Order Form is executed.  Professional Services are provided on either a time-and-materials or fixed fee basis, as provided in an SOW or Order Form.  Any amount set forth in a time-and-materials SOW is solely a good-faith estimate for Your budgeting and Our resource-scheduling purposes and is not a guarantee that the work will be completed for that amount; the actual amount  may be higher or lower. If the estimated amount is expended, We will continue to provide Professional Services under the  same rates and terms. We will periodically update You on the status of the Professional Services and the fees accrued under SOWs or Order Forms.

5.1.1  Standard Rates.  The following Standard Rates are applicable to all Professional Services:

Time and Materials Standard Rates

Professional Service

Time and Materials

Time and Materials Services are available with a related purchase or use of application licenses for:

SalesReach Commission Management
SalesReach Managed Services
SalesReach Insurance
SalesReach Telecom

Outsourced Administration

$150.00 per hour

$125.00 per hour

Outsourced Development

$185.00 per hour

$185.00 per hour

5.1.2  Standard Package Rates.  The following Standard Package Rates are applicable to Professional Services meeting the criteria for the discount:

Outsourced Administration Packages

Professional Service

Package

Package Price

Outsourced Administration

10 Hour Prepaid Package

$1,000.00

Outsourced Administration

20 Hour Prepaid Package

$1,750.00

Outsourced Development Packages

Professional Service

Package

Package Price

Outsourced Development Customer
10 Hour Package.
Only provided for SalesReach License Customers.

10 Hour Development Package

$1,500.00

Outsourced Development Customer
20 Hour Package.
Only provided for SalesReach License Customers.

20 Hour Development Package

$2,800.00

 

5.2.   .  Incidental Expenses. You will reimburse Us for reasonable travel and out-of-pocket expenses incurred in connection  with Professional Services. If an estimate of incidental expenses is provided in the applicable SOW or Order Form, We will  not exceed such estimate without Your written consent.

5.3.   .  Invoicing and Payment.  Charges for time-and-materials engagements will be invoiced monthly in arrears unless  otherwise expressly stated in the applicable SOW or Order Form. A retainer equal to fifty-percent of the estimated hours is required to be paid unless a bundled package of hours has been purchased. Charges for Outsourced Administration Packages and Outsourced Development Packages or fixed fee engagements will be invoiced in advance in the manner as provided in the SOW or Order Form, as applicable, unless otherwise expressly stated therein.  Invoiced amounts will be due and payable net 30 days from the invoice date. You are responsible for providing Us with Your complete and accurate billing and contact information and notifying Us of any changes to such information. No work will be scheduled or begin for Time and Materials work until the SOW or Order Form is signed.  No work will be scheduled or begin for Outsourced Administration Services, Outsourced Development Services or Fixed fee engagements until such time as SOW or Order Form is signed and payment has been received.  In the event payment is made for Outsourced Administration Services, Outsourced Development Services or Fixed fee engagements but an SOW or Order form is not signed, work will either not be scheduled or begin or will be suspended if previously started, until the SOW or Order Form is signed and submitted by You to Us.

5.4.   .  Overdue Charges. Subject to the “Payment Disputes” section, if any invoiced amount is not received by Us by the due date, then without limiting Our rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) We may condition future purchases of Professional Services on payment terms shorter than those specified in Section 5.3 (Invoicing and Payment), and/or We may cease to perform further work until such time as payment shall be made.  Upon payment of past due amounts, scheduling of resources will be required before the work can re-start.  Any changes to the original schedule shall be deemed to have been caused by You.   prior to the time on for work to restart

5.5. . Suspension of Professional Services and Acceleration. Subject to the “Payment Disputes” section, if any amount owing by You under this or any other agreement for our Professional Services is 30 days or more overdue (or 10 or more days overdue in the case of amounts You have authorized Us to charge to Your credit card), We may, without limiting Our other rights  and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our performance of Professional Services until such amounts are paid in full.  We will give You at least 10 days’ prior notice that Your account is overdue, in accordance with the Manner of Giving Notice section,  before suspending Professional Services to You.

5.6. . Payment Disputes. We will not exercise Our rights under the “Overdue Charges” or “Suspension of Professional  Services” sections above if You are disputing the applicable charges reasonably and in good faith and are cooperating  diligently to resolve the dispute.

5.7. .  Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including,  for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”).  You are responsible for paying all Taxes associated with Your purchases hereunder.  If We have the legal obligation to  pay or collect Taxes for which You are responsible under this section, We will invoice You and You will pay that amount, unless You provide Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We  are solely responsible for taxes assessable against Us based on Our income, property and employees.

6.      PROPRIETARY RIGHTS AND LICENSES

6.1.  . Your Intellectual Property. You do not grant to Us any rights in or to Your intellectual property except such licenses as may be required for Us to perform Our obligations hereunder.

6.2.  .  Confidential  Information.    As  between  the  parties,  each  party  retains  all  ownership  rights  in  and  to  its  Confidential  Information.

6.3.  .  License for Contract Property.  Upon Your payment of fees due under an applicable SOW or Order Form, We  grant You a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to copy, maintain, use and run (as applicable) solely for Your internal business purposes associated with Your use of Our online and offline services anything developed by Us for You, including Deliverables, under this Agreement (“Contract Property”).  Each party hereto each retains all right, title and interest in its respective intellectual property and We retain all ownership rights in the Contract Property.

 

7.      CONFIDENTIALITY

7.1.   .  Definition of Confidential Information.   “Confidential Information” means all information disclosed by a party or  its Affiliates (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated  as confidential or that reasonably should be understood to be confidential given the nature of the information and/or  the circumstances of disclosure.  Your Confidential Information includes, without limitation, nonpublic business  processes, strategies, technologies and data. Our Confidential Information includes nonpublic technologies, methodologies,  tools and templates. Confidential Information of each party includes the terms and conditions of this Agreement and all  SOW(s) or Order Form(s), including pricing.  However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing  Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

7.2.  . Protection of Confidential Information.  Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) to not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party will limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents that need such  access for purposes consistent with this Agreement and who are bound by confidentiality obligations to the Receiving Party  not materially less protective than those herein.

7.3.  . Compelled Disclosure.   The Receiving Party may disclose Confidential Information of the Disclosing Party to the  extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party  wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

 

8.      REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS

8.1.   .   Representations. Each party represents that it has validly entered into this Agreement and has the legal power to do so.

8.2.  . Warranty. We warrant that the Professional Services will be performed in a professional and workmanlike manner  in accordance with generally accepted industry standards. For any breach of the above warranty, Your exclusive remedy and Our entire liability will be the re-performance of the applicable Professional Services. If We are unable to re-perform  the Professional Services as warranted, You will be entitled to recover the Professional Services fees paid to Us for the deficient Professional Services. You must make any claim under the foregoing warranty to Us in writing within 90 days of performance of such Professional Services in order to receive warranty remedies.

8.3.   . Disclaimer. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

 

9.      INDEMNIFICATION

9.1.   .  Indemnification by Us.   We will defend You against any claim, demand, suit or proceeding (“Claim”) made or  brought against You by a third party arising out of death, personal injury or damage to tangible property to the extent caused by Our personnel in their performance of the Professional Services, and will indemnify You for any damages, attorneys fees and costs finally awarded against You as a result of, or for amounts paid by You under a court-approved settlement of, any such Claim, all of the foregoing to the extent caused by Our personnel, provided that You: (a) promptly give Us written  notice of the Claim; (b) give Us sole control of the defense and settlement of the Claim (except that We may not settle any Claim unless it unconditionally releases You of all liability); and (c) give Us all reasonable assistance, at Our cost.

9.2.   .   Mutual Indemnity.  Each party (the “Provider”) will defend the other party (the “Recipient”) against any Claim made  or brought against the Recipient by a third party alleging that any information, design, specification, instruction, software, data or material furnished by the Provider hereunder (“Material”) infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a court-approved settlement of, any such Claim, provided that the Recipient:

(a)  promptly gives the Provider written notice of the Claim;

(b) gives the Provider sole control of the defense and settlement of the Claim (except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability); and

(c) gives the Provider all reasonable assistance, at the Provider’s cost. The Provider will have no liability for any such Claim to the extent that

(i) it arises from specifications or other Material provided by the other party, or

(ii) such claim is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of the Material that was provided to the Recipient.

In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and at no cost to the Recipient

(A) modify or replace the Material so it no longer infringes or misappropriates,

(B) obtain a license for the Recipient’s continued use of the Material in accordance with this Agreement, or

(C) require return of the affected Material and all rights thereto from the Recipient.

If the Provider exercises option (C), either party may terminate the relevant SOW or Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section below.

9.3. . Exclusive Remedy. This “Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this section.

10.    LIMITATION OF LIABILITY

10.1. . Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU FOR  PROFESSIONAL SERVICES UNDER THE APPLICABLE ORDER FORM OR STATEMENT OF WORK,  PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED  THE  TOTAL  AMOUNT  PAID  BY  YOU  HEREUNDER.  THE   ABOVE LIMITATIONS WILL  APPLY WHETHER  AN  ACTION  IS  IN  CONTRACT  OR  TORT  AND  REGARDLESS OF THE THEORY OF LIABILITY. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT  YOUR PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

10.2. . Exclusion of Consequential and Related Damages. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE  OTHER  PARTY   FOR   ANY   LOST   PROFITS,   REVENUES   OR   INDIRECT,   SPECIAL,    INCIDENTAL, CONSEQUENTIAL COVER OR PUNITIVE DAMAGES, WHETHER IN CONTRACT OR TORT, AND  REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11.    TERM AND TERMINATION

11.1. . Term.  This Agreement commences on the Effective Date and will remain in effect until terminated in accordance with this section.

11.2. . Termination for Convenience.  Either party may terminate this Agreement at any time for convenience upon 10 days’ written notice to the other.  To the extent there are SOWs or Order Forms in effect when a party terminates this  Agreement, such SOWs or Order Forms shall continue to be governed by this Agreement as if it had not been terminated. You may terminate an individual SOW or Order Form for convenience to the extent set forth in such SOW or Order Form.

11.3. . Termination for Cause.  A party may terminate this Agreement and/or any SOW or Order Form for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency,  receivership, liquidation or assignment for the benefit of creditors.

11.4. . Payment Upon Termination. Upon any termination of an SOW or Order Form, You will pay, in accordance with  the Invoicing and Payment section of this Agreement, any unpaid fees and expenses incurred on or before the termination  date (such Professional Services fees to be paid on a time-and-materials or percent-of-completion basis, as appropriate). In the event that You terminate an SOW or Order Form for cause and You have pre-paid any fees for Professional Services not yet received, We will refund such pre-paid fees. In the event that We terminate an SOW or Order Form for cause, any pre-paid  fees for Professional Services charged on a fixed-fee basis are non-refundable, unless expressly stated otherwise in an SOW or Order Form.

11.5. . Surviving Provisions. The sections titled “Contract Property,” “Confidentiality,” “Representations, Warranties,  Exclusive Remedies and Disclaimers,” “Indemnification,” “Limitation of Liability,” “Term and Termination” and “General” will survive any termination or expiration of this Agreement.

12.    INSURANCE

Each party will maintain, at its own expense during the term of this Agreement, insurance appropriate to its obligations under this Agreement, including as applicable general commercial liability, errors and omissions, employer liability, automobile insurance, and worker’s compensation insurance as required by applicable law.

 

13.    WITH WHOM YOU ARE CONTRACTING, NOTICES, GOVERNING LAW AND JURISDICTION.

13.1. . General. With whom You are contracting under this Agreement, To whom You should direct notices under this Agreement, what law will apply in any lawsuit arising out of or in connection with this Agreement, and which courts have jurisdiction over any such lawsuit, depend on where You are domiciled.

If You are domiciled in:

You are contracting with:

Notices should be addressed to:

The governing law is:

The courts having exclusive jurisdiction are:

US, Canada, UK

SalesReach Software, LLC, a South Carolina limited liability company.

301 Central Ave

Hilton Head Island, SC 29926

South Carolina and controlling United States federal law

Beaufort County, SC U.S.A.

Any other country

Professional Services are not provided.

Not Applicable

Not Applicable

Not Applicable

 

13.2. . Manner  of  Giving  Notice.  Except  as  otherwise  specified  in  this  Agreement,  all  notices,  permissions  and   approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first  business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim).  Billing-related notices to You shall be addressed to the relevant billing contact designated by You. All other notices to You shall be addressed to the relevant Services system administrator designated by You.

13.3. . Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.

 

14.    GENERAL  PROVISIONS

14.1. . Export Compliance.  Each party represents that it is not named on any U.S. government denied-party list.   Neither party will access or use any Deliverables or Confidential Information provided to it hereunder in a U.S.-embargoed country  (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. export law or governmental regulation.

14.2. . Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing  of value from any of Our employees or agents in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our Legal Department (contracts@salesreachsoftware.com).

14.3. . Entire Agreement and Order of Precedence.  This Agreement is the entire agreement between You and Us regarding Our provision and Your receipt of Professional Services and supersedes all prior and contemporaneous agreements,  proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or in any other of Your order documentation will be incorporated into or form any part of this  Agreement, and all such terms or conditions will be void. In the event of any conflict or inconsistency between the provisions in the body of this Agreement and any SOW or Order Form (as applicable), the terms of such SOW or Order Form (as applicable) will prevail.

14.4. . Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely  responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

14.5. . No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.

14.6. . Subcontractors.  We may, in Our reasonable discretion, use subcontractors inside or outside the United States to perform any of its obligations hereunder. SFDC will be responsible for the performance of Professional Services by its personnel (including employees and contractors) and their compliance with Our obligations under this Agreement, except as otherwise  specified herein.

14.7. . Waiver and Cumulative Remedies.  No failure or delay by either party in exercising any right under this Agreement  will constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

14.8. . Severability.   If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law,  the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

14.9. . Assignment.  Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld), provided however, either party may assign this Agreement in its entirety (including all SOWs or Order Forms, as applicable), without the other party’s  consent, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially  all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph will be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. Subject to  the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

 

Amendment 1
SalesReach Outsourced Administration Included Services

Service

Description

Products

Add Products to the SalesReach Pricing Hub and / or Add-a-Product Wizard to enhance Quote and proposal generation.

Commission Importing

Import, process, report and distribute Commissions using SalesReach Commission Management

Users

Create, update and deactivate users

Portal Users

Create, update and deactivate portal users

Roles

Create and update roles and role hierarchies

Profiles

Create and update profiles

Public Groups

Create and update public groups

Custom Objects

Create and update custom objects

Standard Objects

Update standard objects

Custom Fields

Create and update custom fields

Page Layouts

Create and update page layouts

Record Types

Create and update record types

Custom Buttons and Links3

Create and update custom buttons and links

List Views

Create and update list views

Queues

Create and update queues

Assignment Rules

Create and update assignment rules

Auto-response Rules

Create and update auto-response rules

Escalation Rules

Create and update escalation rules

Support/Lead Settings

Update settings

Manage Teams

Create and update teams on user record

Pricebook

Create and update pricebook

Workflow Rules/Tasks/

Create and update workflow rules, tasks,

Alerts/Field Updates

alerts, and field updates

Approval Processes

Create and update workflow approval processes

Service

Description

Reports

Assist in creation and modification of reports as necessary

Dashboards

Create and update dashboards as necessary

Analytic Snapshots

Create and update analytic snapshots as necessary

Custom Report Types

Create and update custom report types

Validation Rules

Assist in creation and modification of validation rules as necessary

Formula Fields

Assist in creation and modification of formula fields as necessary

Summary Formula Fields

Assist in creation and modification of summary formula fields as necessary

Translations Workbench

Create and update translations

Forecast Hierarchy

Update forecast hierarchies

Territory Hierarchy

Create and update territory hierarchies

Territory Rules

Create and update territory rules

User Territory Assignments

Create and update user territory assignments

HTML Letterhead Templates

Create HTML letterhead templates using customer supplied content.

Email Templates

Create email templates using customer supplied content.

Quote Templates

Create and update quote templates using customer supplied content.

Mass Transfer Records

Mass transfer records, provided by customer in formatted CSV file

Mass Delete Records

Mass delete records, provided by customer in formatted CSV file

Mass Create Records

Mass create records, provided by customer in formatted CSV file

Mass Update Records

Mass update records, provided by customerin formatted CSV file

Sharing Rules

Create and update sharing rules

Field Accessibility

Create and update field accessibility

Password Policies

Manage password policies

Session Settings

Manage session settings

IP Ranges

Add and update IP ranges

Currencies

Manage currencies

Fiscal Year

Create and update fiscal year

Service

Description

Business Hours

Create and update business hours

Create Content

Create and update content workspaces

Add Users to Workspaces

Add users to workspaces

Chatter Feed Settings (org wide)

Create and update Chatter feed settings

Chatter Groups1

Add users to Chatter groups

Search Settings

Create and update search settings

Ideas Settings

Create and update ideas settings

Answer Settings

Create and update answers settings

Mobile Configurations

Create and update mobile configurations

Amendment 2
SalesReach Outsourced Development Included Services

Design, Creation, Testing and Deployment of:

  • Apex Classes and Triggers

  • Visualforce pages

  • Site.com pages

  • HTML pages

  • XML pages

  • API development of any type

  • Apps running on Salesforce.com

  • Mobile Apps running on Salesforce.com

  • Other development work as defined in the SOW or Order Form