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CRMFUSION INC. LICENSE AGREEMENT NOTICE TO END USER:
BY EXECUTING THIS AGREEMENT BELOW, CRMFUSION INC AND YOU AND YOUR ORGANIZATION, (“LICENSEE”, “END USER”, “CUSTOMER”) AGREE TO BE BOUND BY THE LICENSE TERMS SET FORTH BELOW (“AGREEMENT”).

CRMFUSION INC LICENSE AGREEMENT FOR DEMANDTOOLS AND PEOPLEIMPORT
CRMFUSION INC, ("CRMFUSION") LICENSE AGREEMENT FOR ALL DEMANDTOOLS, PEOPLEIMPORT, AND ANY RELATED EXPLANATORY MATERIALS PROVIDED TO THE LICENSEE ("SOFTWARE"). THE TERM "SOFTWARE" SHALL ALSO INCLUDE ANY UPGRADES, MODIFIED VERSIONS OR UPDATES OF THE SOFTWARE LICENSED TO YOU BY CRMFUSION INC. THIS AGREEMENT SHALL TERMINATE UPON THE LICENSEE CEASING TO SUBSCRIBE TO ANY SOFTWARE OR SERVICES OFFERED BY CRMFUSION.
CRMFUSION INC GRANTS TO YOU A NONEXCLUSIVE LIMITED LICENSE TO USE AND COPY THE SOFTWARE, PROVIDED THAT YOU AGREE TO THE FOLLOWING:

1. USE OF THE SOFTWARE.
YOU MAY INSTALL THE CLIENT SOFTWARE ON AS MANY SYTEMS AS YOU ARE AUTHORIZED TO AS PER YOUR CRMFUSION INC. SOFTWARE SUBSCRIPTION. YOU MAY ALSO; POST AND MAKE AVAILABLE THE SOFTWARE ON A NETWORK FILE SERVER FOR THE PURPOSE OF INSTALLATION ONTO HARD DISKS OR OTHER STORAGE DEVICES OR USE OF THE SOFTWARE OVER SUCH NETWORK; AND MAKE BACKUP COPIES OF THE SOFTWARE.

2. COPYRIGHT / PROPRIETARY RIGHTS.
THE SOFTWARE IS OWNED BY CRMFUSION INC AND ITS SUPPLIERS, AND ITS STRUCTURE, ORGANIZATION AND CODE ARE THE VALUABLE TRADE SECRETS OF CRMFUSION INC AND ITS SUPPLIERS. THE SOFTWARE IS ALSO PROTECTED BY COPYRIGHT LAW AND INTERNATIONAL TREATY PROVISIONS. YOU MAY USE TRADEMARKS ONLY TO IDENTIFY PRINTED OUTPUT PRODUCED BY THE SOFTWARE, IN ACCORDANCE WITH ACCEPTED TRADEMARK PRACTICE, INCLUDING IDENTIFICATION OF TRADEMARK OWNER'S NAME. SUCH USE OF ANY TRADEMARK DOES NOT GIVE YOU ANY RIGHTS OF OWNERSHIP IN THAT TRADEMARK. EXCEPT AS STATED ABOVE, THIS AGREEMENT DOES NOT GRANT YOU ANY INTELLECTUAL PROPERTY RIGHTS IN THE SOFTWARE.

3. RESTRICTIONS.
YOU AGREE NOT TO RENT, LEASE, MODIFY, ADAPT, TRANSLATE, REVERSE ENGINEER, DECOMPILE, OR DISASSEMBLE THE SOFTWARE WITHOUT OBTAINING THE PRIOR WRITTEN CONSENT OF CRMFUSION INC
YOU UNDERSTAND AND ACKNOWLEDGE THAT THIS AGREEMENT PROVIDES FOR THE COPYING AND DISTRIBUTION OF THE SOFTWARE IN WHOLE OR IN PART AND WITHOUT LIMITATION DOES NOT ALLOW FOR PARTIAL DISTRIBUTION OF ANY OF THE COMPONENTS (.DLLS OR OTHER FILES) THAT MAKE UP THE SOFTWARE. CREATING DERIVATIVES OF THE SOFTWARE IS STRICTLY PROHIBITED. REDISTRIBUTION OF: (I) THE SOFTWARE THAT IS INTEGRATED WITH OTHER TECHNOLOGY AS A COMPONENT OR STANDALONE PRODUCT AND DOES NOT PROVIDE END USER ACCESS TO THE COMPLETE CRMFUSION INC DEMANDTOOLS INSTALL PROCESS; (II) INCOMPLETE, MODIFIED, REVERSE ENGINEERED, OR OTHERWISE ALTERED COPIES OF THE SOFTWARE, IS NOT PERMITTED AND WILL RESULT IN TERMINATION OF THIS AGREEMENT.
COPYING THE SOFTWARE EXCEPT AS PERMITTED BY THIS END USER LICENSE AGREEMENT IS COPYRIGHT INFRINGEMENT UNDER THE LAWS OF YOUR COUNTRY. IF YOU COPY THE SOFTWARE IN VIOLATION OF THIS END USER LICENSE AGREEMENT THEN YOU ARE VIOLATING THE LAW. YOU MAY BE LIABLE TO CRMFUSION INC FOR DAMAGES AND YOU MAY BE SUBJECT TO CRIMINAL PENALTIES.

4. WARRANTY OF SOFTWARE.
CRMFUSION WARRANTS TO THE LICENSEE FOR THE GREATER OF THE PERIOD OF SIXTY (60) DAYS FROM DELIVERY OF THE SOFTWARE TO LICENSEE OR THE PERIOD FOR WHICH CRMFUSION INC. PROVIDES SUBSCRIPTION SERVICES TO THE LICENSEE (“WARRANTY PERIOD”) THAT SUCH LICENSED SOFTWARE, AS DELIVERED, WILL BE FREE FROM DEFECTS IN THE MEDIA, AND WILL OPERATE SUBSTANTIALLY IN ACCORDANCE WITH THE RELATED DOCUMENTATION. IF LICENSEE DISCOVERS AN ERROR DURING THE WARRANTY PERIOD, LICENSEE SHALL PROMPTLY NOTIFY CRMFUSION INC. OF SUCH ERROR AND PROVIDE CRMFUSION INC. WITH SUFFICIENT INFORMATION IN WRITTEN OR ELECTRONIC FORM SO THAT CRMFUSION INC. CAN REPRODUCE SUCH ERROR. CRMFUSION INC’S SOLE LIABILITY AND LICENSEE’S EXCLUSIVE REMEDY WITH RESPECT TO BREACH OF THE LIMITED WARRANTY IN THE IMMEDIATELY PRECEDING SENTENCE SHALL BE LIMITED TO PROVIDING LICENSEE WITH AN ERROR CORRECTION, REPLACING THE NON-CONFORMING SOFTWARE, OR IF NEITHER IS COMMERCIALLY FEASIBLE, REFUNDING THE LICENSE FEES RECEIVED FOR THE SOFTWARE THAT DOES NOT CONFORM WITH THE WARRANTY, PROVIDED LICENSEE DISCONTINUES ALL USE OF SUCH SOFTWARE.
EXCEPT AS SET FORTH IN THE FIRST PARAGRAPH OF THIS SECTION ABOVE, CRMFUSION INC AND ITS SUPPLIERS DO NOT AND CANNOT WARRANT THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY USING THE SOFTWARE OR DOCUMENTATION.
THERE IS A RISK THAT DATA CAN BE DAMAGED OR CORRUPTED AND THERE IS NO GUARANTEE THAT IT CAN BE REVERSED OR RECOVERED FROM. ALL COSTS OF RESTORING THE DATA FROM THE PREVIOUS DAYS BACKUP WILL BE THE RESPONSIBILITY OF THE CUSTOMER.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES OR THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.


5. INTELLECTUAL PROPERTY INDEMNIFICATION.
SUBJECT TO THE PROVISIONS OF THIS SECTION 5 HEREOF, CRMFUSION AGREES TO INDEMNIFY, DEFEND, AND HOLD HARMLESS LICENSEE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AND EMPLOYEES, AGAINST ALL LIABILITY TO THIRD PARTIES (INCLUDING REASONABLE ATTORNEY’S FEES) ARISING FROM ANY CLAIM ALLEGING THAT THE SOFTWARE INFRINGES ANY PATENT OR COPYRIGHT OF ANY THIRD PARTY, PROVIDED THAT (I) LICENSEE PROMPTLY NOTIFIES CRMFUSION OF ANY SUCH THIRD PARTY CLAIM, (II) LICENSEE MAY NOT SETTLE OR COMPROMISE ANY SUCH CLAIM WITHOUT THE PRIOR WRITTEN CONSENT OF CRMFUSION, AND (III) CRMFUSION AT ITS SOLE OPTION, MAY ELECT TO CONDUCT THE DEFENSE OF ANY SUCH THIRD PARTY CLAIM, INCLUDING, WITHOUT LIMITATION, ANY SETTLEMENT OR COMPROMISE THEREOF, IN WHICH CASE LICENSEE AND ITS CORPORATE AFFILIATES, AND ANY DIRECTOR, OFFICER, EMPLOYEE OR AGENT THEREOF, SHALL COOPERATE FULLY IN SUCH DEFENSE AT CRMFUSION’S COST. CRMFUSION MAY AT ANY TIME, IN CONSULTATION WITH LICENSEE: (A) PROCURE FOR LICENSEE THE RIGHT TO CONTINUE THE USE OF THE SOFTWARE; (B) REPLACE OR MODIFY THE SOFTWARE SO AS TO BE NON-INFRINGING WITHOUT MATERIALLY DIMINISHING THE FUNCTIONALITY THEREOF; OR (C) IF CRMFUSION REASONABLY AND IN GOOD FAITH DETERMINES THAT OPTIONS (A) AND (B) ARE NOT COMMERCIALLY PRACTICABLE, TERMINATE THIS AGREEMENT EFFECTIVE IMMEDIATELY UPON WRITTEN NOTICE TO LICENSEE AND REFUND TO LICENSEE A PRO-RATED AMOUNT STARTING FROM THE DATE OF INFRINGEMENT.
THE INDEMNIFICATION OBLIGATIONS OF CRMFUSION IN THIS SECTION 5 SET FORTH THE SOLE AND EXCLUSIVE REMEDY OF LICENSEE WITH RESPECT TO ANY CLAIM FOR INTELLECTUAL PROPERTY INFRINGEMENT BY CRMFUSION AND SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

6. LIMITATION OF LIABILITY.
EXCEPT FOR EITHER LICENSEE’S BREACH OF SECTIONS 1, 2 AND/OR 3 OR CRMFUSION'S INDEMNIFICATION OBLIGATION'S UNDER SECTION 5 THE TOTAL CUMULATIVE LIABILITY OF LICENSEE, CRMFUSION INC. AND ITS SUPPLIERS FOR DAMAGES ARISING OUT OF OR RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT SHALL NOT EXCEED THE FEES RECEIVED FOR THE SOFTWARE THAT GAVE RISE TO SUCH LIABILITY. EXCEPT FOR LICENSEE’S BREACH OF SECTIONS 1, 2 AND/OR 3, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY OR CRMFUSION INC.’S SUPPLIERS BE LIABLE TO THE OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNATIVE OR CONSEQUENTIAL DAMAGES ARISING IN ANY WAY OUT OF THIS AGREEMENT OR THE USE OF THE SOFTWARE, HOWEVER CAUSED (WHETHER ARISING UNDER A THEORY OF CONTRACT, TORT, INCLUDING NEGLIGENCE, OR OTHERWISE), INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES.

7. GOVERNING LAW AND GENERAL PROVISIONS. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA AND THE FEDERAL LAWS OF THE UNITED STATES APPLICABLE THEREIN, EXCLUDING THE APPLICATION OF ITS CONFLICTS OF LAW RULES. THIS AGREEMENT WILL NOT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS, THE APPLICATION OF WHICH IS EXPRESSLY EXCLUDED. IF ANY PART OF THIS AGREEMENT IS FOUND VOID AND UNENFORCEABLE, IT WILL NOT AFFECT THE VALIDITY OF THE BALANCE OF THE AGREEMENT, WHICH SHALL REMAIN VALID AND ENFORCEABLE ACCORDING TO ITS TERMS. YOU AGREE THAT THE SOFTWARE WILL NOT BE SHIPPED, TRANSFERRED OR EXPORTED INTO ANY COUNTRY OR USED IN ANY MANNER PROHIBITED BY THE UNITED STATES EXPORT ADMINISTRATION ACT OR ANY OTHER APPLICABLE EXPORT CONTROL LAW, RESTRICTION OR REGULATION. THIS AGREEMENT SHALL AUTOMATICALLY TERMINATE UPON FAILURE BY YOU TO COMPLY WITH ITS TERMS. THIS AGREEMENT MAY ONLY BE MODIFIED IN WRITING SIGNED BY RESPECTIVE AUTHORIZED OFFICERS OF CRMFUSION INC AND THE LICENSEE.

IN WITNESS WHEREOF, THE PARTIES HAVE CAUSED THIS LICENSE AGREEMENT TO BE EXECUTED AND DELIVERED BY THEIR RESPECTIVE, DULY AUTHORIZED REPRESENTATIVES.

_____________________ CRMFUSION INC.
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