Privacy Policy for TargetCRM

PRIVACY POLICY
FOR THE TARGET CRM APPLICATION AND IDEAL COMPUTER SYSTEM SOFTWARE

1. License: Supplier hereby licenses to Customer (on a non-exclusive, non-transferable basis and subject
   to the terms of Section 2) the right to use one production copy of the compiled or object-code
   version (not source code) of the Software (and related documentation) on computers owned or leased by
   Customer. Supplier will also provide Customer support, maintenance, consulting, training or other services
   (collectively, the “Services”) if and to the extent Supplier agreed to provide such Services in a separate
   agreement or under a relevant ordering document accepted by Supplier. Customer will use the Software and
   Services only for its own, internal business purposes, and will not resell them or otherwise make them
   available to any third party. Customer will not copy any part or content of the Software or Services, nor
   permit any third party to access the Software or Services. The Customer further agrees to those further
   restrictions, if any, on Customer’s use of the Software and Services which are included in a relevant
   ordering document accepted by Supplier.
2. Payment: Customer shall pay all fees for the Software and Services previously agreed to, including in
   a separate software license agreement, or as identified in a relevant ordering document accepted by
   Supplier. Supplier may adjust the support, consulting and other variable fees once each year. Customer will
   pay for consulting services at Supplier’s then prevailing rates, including travel and related expenses. All
   invoices are due within 30 days of receipt by Customer, and overdue accounts will be subject to interest at
   an annual rate of 12% (calculated and paid monthly). Customer will be responsible for paying all taxes
   levied on the License or Services (except taxes on Supplier’s net income). Supplier reserves the right to
   suspend the license provided under Section 1 or the provision of Services for any period during which
   any fees remain unpaid after a period of 30 days from receipt of invoice by Customer.
3. Third Party Software: In order to properly utilize the Software and Services, Customer agrees it will
   license the Third Party Software (if any) identified in any relevant ordering document accepted by Supplier.
   Supplier will have no responsibility for the implementation or operation of such Third Party Software.
4. Ownership: At all times Supplier will own all intellectual property rights (including copyright) in
   the Software (which for this Section 4 includes any related documentation) and Services, including
   all upgrades, enhancements and modifications to them. Customer shall acquire no right whatsoever to all or
   any part of the Software except the right to use the Software in accordance with the terms of this
   Agreement. Except as expressly provided in this Agreement, Customer shall not copy, duplicate, lease,
   license, sub-license, or otherwise distribute the Software. Customer may make a reasonable number of backup
   copies of the Software to the extent that such copies are necessary for archival or emergency restart
   purposes, or to store at off-site premises that Customer uses for security storage purposes or for back-up.
   The Customer agrees to reproduce and include Supplier’s copyright and proprietary notice on all copies of
   the Software.
5. Aggregated Data: Customer grants to Supplier a worldwide, non-exclusive, non-transferable (except to
   the extent the Agreement is assignable), royalty-free license to access Customer’s database and collect
   Customer data generated and/or stored by the Software, such as number of invoices, revenue, costs, profit,
   and margin, for the purpose of aggregating or compiling such Customer data with other data periodically
   during the Term (e.g., once a month) so that such aggregation or compilation omits any data that would
   enable the identification of Customer, its clients, or any individual, company or organization (“
   Aggregated Data”), solely to (i) provide the Services, (ii) to obtain feedback on and improve the
   Software and Services, and (iii) to provide consultative and analytical information to our customers
   generally. Supplier shall have a worldwide, non-exclusive, non-transferable (except to the extent this
   Agreement is assignable), perpetual, royalty-free license to use, modify, distribute and create derivative
   works based on such Aggregated Data, including all reports, statistics or analyses created or derived
   therefrom (“Aggregated Data Reports”). Supplier shall own all right, title and interest in and to the
   Aggregated Data Reports. Additionally, Customer grants to Supplier the right to access Customer data to
   provide feedback to Customer concerning its use of the Software and Services.
6. Confidentiality: Customer will hold in strict confidence and not disclose to third parties, the
   Software and any other confidential information of Supplier, including the documentation related to the
   Software. Customer will not attempt to decompile or reverse engineer the Software. Customer will be
   responsible for all damages or costs incurred by Supplier related to Customer allowing third parties to
   access the Software. Supplier will hold in strict confidence and not disclose to third parties, or use for
   any purpose except to provide the Services, any confidential information of Customer. The Supplier will have
   the right to issue a press release in respect of the execution of this Agreement or the work completed by
   Supplier under this Agreement.
7. Indemnities: Supplier will indemnify Customer in respect of any claim alleging that the Software
   infringes any copyright of a third party, provided Customer gives Supplier prompt notice of such claim and
   the right to control its defence. If following notice of such a claim, Supplier cannot settle it on
   reasonable terms, Supplier may terminate this Agreement with the sole obligation to refund to Customer the
   initial license fee less 25% of such fee for each year Customer has used the Software.
8. Warranty & Warranty Disclaimer: Supplier warrants that the Software will conform in all material
   respects to the documentation for the Software. As Customer’s sole remedy for any breach of this warranty,
   if Customer brings to Supplier’s notice any incidence of non-conformance, Supplier will use reasonable
   efforts to correct the error during Supplier’s regular maintenance hours for receiving any such calls.
   EXCEPT FOR THIS WARRANTY, CUSTOMER ACKNOWLEDGES THAT THE SOFTWARE AND SERVICES ARE PROVIDED “AS IS”, AND
   SUPPLIER DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTY
   AND CONDITION OF MERCHANTABLE QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. WITHOUT
   LIMITATION, SUPPLIER DOES NOT WARRANT THAT THE SOFTWARE OR THE SERVICES OR TRAINING WILL MEET ALL OF
   CUSTOMER’S REQUIREMENTS, OR THAT THEIR OPERATION WILL BE UNINTERRUPTED OR ERROR FREE. Supplier also makes no
   warranties regarding the Third Party Software. The parties agree that it is Customer’s responsibility to
   determine if the Software and Services are suitable for Customer’s requirements.
9. Limitation of Liability: Supplier’s entire liability under this Agreement or in any way related to
   the Software or Services will be limited to direct damages in an amount equal to 50% of the License Fees
   paid to Supplier under this Agreement. As well, Supplier will not be liable for any special, indirect,
   incidental or consequential damages arising from or related to this Agreement or in any way related to the
   Software or Services, including loss of revenue, profits or data (including due to a virus or otherwise),
   failure to realize expected savings, or claims against Customer by any third party, even if Supplier is
   advised of the possibility of such damages in advance. These limitations will apply regardless of how the
   claim arises, including for breach of contract or negligence. Supplier will also not be responsible for any
   failure to perform due to any events beyond Supplier’s control (including failures of the Internet).
10. Termination: Either party may terminate this Agreement if the other party breaches a material term of
    this Agreement and fails to remedy such breach within 30 days of receiving notice to do so from the
    nondefaulting party. Sections 4, 5, 6, 7, 9, 12 and 13 will survive any termination of this
    Agreement.
11. Assignment: Neither party may assign its rights or obligations hereunder without the prior written
    consent of the other party, except neither party will require the other’s consent to assign this Agreement
    to an entity that purchases all or substantially all the assets of the business of the party and, in the
    case of Supplier, the Software-related business of Supplier.
12. Governing Law: This Agreement will be governed by the laws in effect in the State of Maryland
    (exclusive of conflict of laws principles). The parties exclude the operation of the United Nations
    Convention on Contracts for the International Sale of Goods.
13. Disputes: Upon any dispute, controversy or claim between the parties, each of the parties will
    designate a representative from senior management to attempt to resolve such dispute. The designated
    representatives will negotiate in good faith in an effort to resolve the dispute over a period of thirty
    (30) days. If the dispute is not resolved in this 30 day period, the parties will submit the dispute to
    binding arbitration in the jurisdiction listed in Section 12, by a single arbitrator independent of
    both parties who is skilled in the legal and business aspects of the software industry.
14. Notices: All notices will be in writing, and will be deemed to be delivered two business days after
    being delivered by reputable international courier or when sent via facsimile to the parties at the
    addresses provided by the parties.
15. Amendment: This Agreement may be modified by an instrument in writing signed by both parties or
    superseding terms and conditions accepted by Customer as provided by such superseding terms and conditions.
16. Non-Waiver: No term of this Agreement will be deemed waived, and no breach of a term excused, unless
    the waiver or excuse is provided in writing and signed by the party issuing it.
17. Currency: All transactions between Customer and supplier will be in United States dollars, unless
    provided in a relevant ordering document accepted by Supplier.
18. Independent Contractors: The relationship of the parties established by this Agreement is that of
    independent contractors. Nothing in this Agreement will be construed to permit either party to bind the
    other or to enter into obligations on behalf of the other party.
19. Accessing Information: You can review and change your personal information by logging into our
    website or mobile app and visiting your account profile page. If this option is not available to you, you
    can request access to, correct or delete any personal information by contacting your account representative
    or contacting us at success@constellationdealer.com. We
    cannot delete your personal information except by also deleting your user account. We may not accommodate a
    request to change information if we believe the change would violate any law or legal requirement or cause
    the information to be incorrect.