a) Special legal phrases

There are certain phrases that have an accepted meaning for lawyers. To ensure this Agreement is clear and accessible, we have included the accepted legal phrases in parentheses and single quotation marks after such words to show that we intend them to have their accepted legal meanings.

b) Definitions

There are words or phrases in this Agreement that have particular meanings. When such a word or phrase is used for the first time, it is defined and capitalized. This Agreement also uses these definitions:

"CRUDERRA Website" means the product website available at https://www.cruderrra.com// and any other website operated by CRUDERRA including (but not limited to) websites listed on the CRUDERRA Legal Information page available at https://www.cruderra.com/legal/.

"User" means a person who is authorized by you to access or use On-Premises under your Subscription.

"On-Premises" means the CRUDERRA product offering known as “CRUDERRA On-Premises”, which is offered as on-premises software and includes all downloadable parts of that are provided by CRUDERRA in binary form (if any), the Documentation, software updates, and all Third-Party Software.

"Subscription" means your right to use On-Premises according to this Agreement and the Documentation, subject to your Subscription Plan and Confirmation.

"Subscription Period" means the Subscription period described in your Confirmation.

"Subscription Plan" means a subscription plan detailed in your Confirmation and the specific features described on the CRUDERRA Website and/or in the Documentation. If the description of your Subscription Plan in your Confirmation is different from the description on the CRUDERRA Website or in the Documentation, the description in your Confirmation will prevail.

"Third-Party Software" means third-party software programs that are owned or licensed by someone other than us and are described on the CRUDERRA Website.

Summary: Words starting with capital letters have a special meaning. These are defined in this section or wherever they are used for the first time in these Terms.

a) Subscriptions

i) Subscriptions & Upgrading – you need a Subscription to use On-Premises. You can change your Subscription Plan to one with more features ("Upgrade") at any time. You can also increase the number of Users at any time.

ii) Automatic Renewals – unless you expressly opt out, your Subscription and the Subscription Period renew automatically. You can change your Subscription Period or opt out of the automatic renewal of your Subscription in your Organization Account at any time.

iii) Trial Subscriptions – you may be eligible for a free trial Subscription that must be used only to identify which Subscription Plan suits your needs and determine whether you wish to purchase a subscription (“Trial Subscription”). You can request a Trial Subscription once and, when the Trial Subscription ends, you need to choose between a paid Subscription, a Free Subscription, or no longer being able to use On-Premises. You can end the Trial Subscription at any time by discontinuing use of On-Premises, as it has a feature that will disable the product automatically.

iv) Free Subscription – you can use for free when you sign up for a Free Subscription Plan (“Free Subscription”). The Free Subscription Plan comes with limited features when compared to the paid Subscription Plan, and you cannot make use of features that allow you to exceed the limits described on the CRUDERRA Website.

Summary: Please pay attention to the time period in which you are entitled to use , the fact that it renews automatically, and the number of Users you have purchased.

b) Right to use On-Premises

As long as you comply with this Agreement and the Documentation, CRUDERRA hereby grants you a limited, worldwide, non-exclusive, non-transferable right to use On-Premises in line with your Subscription Plan and for the duration of your Subscription Period so that you may:

i) install On-Premises;

ii) use On-Premises;

iii) create a limited number of User accounts and allow these Users to use On-Premises;

c) Your responsibilities when using On-Premises

You are responsible for:

i) Users – making sure that your Users do not breach this Agreement and that their use of On-Premises is rightful. If you become aware that a User is breaching this Agreement, you must immediately discontinue that User’s right to use your On-Premises instance;

ii) Permitted use – configuring and using On-Premises according to this Agreement, the Documentation, and your Subscription Plan.

d) Restrictions on using On-Premises

You must not:

i) Interfere – reverse-engineer, disassemble, or decompile On-Premises or try to derive the source code of On-Premises in any way;

ii) Steal – modify, alter, tamper with, repair, or otherwise create derivative works of On-Premises;

iii) Cheat – use, or try to use, On-Premises in a way that avoids incurring fees or exceeding the limits for your Subscription Plan, including, but not limited, tampering with User records;

iv) Resell – facilitate On-Premises or access to On-Premises to any third party;

v) Overuse – use more Users than permitted in your Confirmation or under your Subscription Plan, unless in accordance with the Overdraft feature (see the Overdraft Section). You also must make sure that each User does not do any of these things.

Summary: You can use On-Premises according to this Agreement. Do not breach the restrictions outlined above, as they are an important part of our mutual agreement.

a) We own On-Premises

We own, or have the right to use, all the proprietary and intellectual property rights to On-Premises and to all related trade secrets, copyright, trademarks, service marks, patents, and other unregistered intellectual property. These are our rights (‘rights are reserved’). The only intellectual property rights that you have in relation to On-Premises are those that are necessary in order for you and your Users to access and use On-Premises in accordance with the Documentation.

b) You own your

Content You keep ownership of all proprietary and intellectual property rights to your Content. This means that we never own any of your Content.

c) Feedback

You give us the right to use, change (‘modify’), commercialize, and incorporate into On-Premises any of your ideas, suggestions, recommendations, proposals, or other feedback relating to On-Premises that you decide to share with us. You cannot withdraw this permission after it is given (‘irrevocable’) and it is perpetual. We are not required to pay a fee for this feedback (‘royalty-free’), and we can transfer and give similar rights (‘sublicense’) to your feedback to anyone else worldwide.

d) Third-Party

Software and its associated rights You understand that the Software integrates Third-Party Software and that by using On-Premises you might be using Third-Party Software. This Third-Party Software is provided to you on the terms and conditions of the respective Third-Party Software, and you need to comply with those terms and conditions. A list of Third-Party Software included in each Product is available in Documentation and/or at https://www.cruderra.com/legal/.

Summary: and all intellectual property relating to is owned by us. Any content created by you remains yours. When you share feedback with us, we are allowed to use it.

a) Subscription and other fees

Depending on your Subscription Plan, you will have access to different features and be subject to certain limits. These features and limits are described on the CRUDERRA Website and apply for Subscription Period or when you Upgrade. The most important limits include: i) your Subscription Period and Subscription Plan; ii) the number of Users; iii) the level of support (see the Support Section below); You can monitor key aspects of your Subscription using the relevant page in On-Premises.

b) Subscription

Billing You will be billed annually or monthly in accordance with your Subscription Plan and the method by which you choose to pay.

i) Subscription Billing – we will bill you at the beginning of your Subscription Period for your Subscription Plan and the number of Users described in your Confirmation.

ii) Subscription Renewals – when your Subscription is renewed, we will bill you based on your Subscription Plan and the number of Users used during the subscription period.

c) Payments

i) Payment Terms – The CRUDERRA Terms and Conditions of Purchase made available here https://www.cruderra.com/ apply to all fees and other amounts that you have or might have to pay (‘are payable’) relating to this Agreement.

ii) Taxes – Fees quoted in your Confirmation exclude any and all applicable taxes and similar fees (other than taxes solely based on CRUDERRA’ income) now in force or imposed in the future on provision of the Service. You are responsible for all taxes, levies, and/or duties, such as value added tax (’VAT’), sales tax, and withholding tax, that apply in your country. You have to pay these on top of fees payable to CRUDERRA.

d) Resolution of late payments

To continue using On-Premises without interruption, you must make sure to pay all the relevant fees on time. If you do not pay all fees in full and on time, we reserve the right to:

i) limit your or your Users’ access to On-Premises or any of its features; or

ii) suspend your access to On-Premises or end (‘terminate’) this Agreement altogether as described in Sections 9 and 10.

You will reimburse us for any additional costs that we incur in collecting late payments or if you breach any of the conditions in this Section.

Summary: To use , you must pay your Subscription fees on time. Payments are subject to the CRUDERRA Terms and Conditions of Purchase.

Your Subscription includes the support determined by your Subscription Plan and outlined on the CRUDERRA Website ("Support"). We will provide Support only to the extent required for you to use On-Premises in accordance with the Documentation.

You can request Support by submitting a support ticket at any time. We will try to respond to your request in a reasonable timeframe.

We can resolve a Support request by deciding in our sole discretion to implement a publicly available patch, upgrade, or release in the future; by choosing to modify certain features, functionality, or settings; by providing necessary support information; or by remaining inactive.

If you decide to submit Content to us as part of your Support request, we will keep it confidential. By providing the Content you give us the necessary rights to access, view, store, and analyze it in the context of providing you with support.

(RISK) ON-PREMISES IS PROVIDED ON AN ‘AS IS’ AND ‘AS AVAILABLE’ BASIS. YOU ACCESS AND USE ON-PREMISES AT YOUR OWN RISK.

(WARRANTIES & REPRESENTATIONS) EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, WE MAKE NO REPRESENTATIONS AND GIVE NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, IN RELATION TO ON-PREMISES. THIS INCLUDES WARRANTIES THAT ON-PREMISES WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, AS WELL AS WARRANTIES THAT YOUR CONTENT WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED.

(SECURITY) YOU UNDERSTAND AND AGREE THAT IT IS YOUR RESPONSIBILITY TO ASSESS WHETHER YOUR SYSTEM MEETS THE SYSTEM REQUIREMENTS AND COMPATIBILITY WITH ON-PREMISES, AND TO CONFIGURE ON-PREMISES IN A SECURE MANNER, AND KEEP IT SO CONFIGURED, CONSISTENT WITH INDUSTRY STANDARDS, ALL OUR RECOMMENDATIONS (IF ANY), AND THE DOCUMENTATION. WE ARE NOT RESPONSIBLE FOR YOUR, OR YOUR UserS’, ACTIONS, OR FOR OMISSIONS ARISING IN CONNECTION WITH THE IMPROPER, INADEQUATE, OR DEFICIENT INITIALIZATION, CONFIGURATION, OR USE OF ON-PREMISES.

WE ALSO DENY (‘DISCLAIM’) ALL WARRANTIES. THIS INCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AS WELL AS ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.

THIS DISCLAIMER DOES NOT APPLY TO REPRESENTATIONS AND WARRANTIES THAT CANNOT BE EXCLUDED BY LAW.

(TYPES OF DAMAGES) WE WILL NOT BE LIABLE TO YOU OR A User FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES. THIS INCLUDES DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR DATA, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(CIRCUMSTANCES OF LOSS) WE WILL NOT BE LIABLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH:

a) YOUR, OR A User’S, INABILITY TO USE ON-PREMISES, INCLUDING AS A RESULT OF A SUSPENDED SUBSCRIPTION, OR THE CANCELLATION OF YOUR SUBSCRIPTION OR THIS AGREEMENT;

b) OUR DECISION TO NO LONGER PROVIDE ON-PREMISES FOR BUSINESS, ECONOMIC, LEGAL, OR REGULATORY REASONS;

c) YOUR HAVING MADE ON-PREMISES AVAILABLE TO YOUR UserS;

d) ANY FAILURE TO PROVIDE SUPPORT;

e) THE COST OF PROVIDING A SUBSTITUTE FOR ON-PREMISES;

f) ANY INVESTMENTS, EXPENSES, OR COMMITMENTS THAT YOU OR A User TAKE ON RELATING TO THIS AGREEMENT OR YOUR ACCESS TO OR USE OF ON-PREMISES; OR

g) ANY UNAUTHORIZED ACCESS TO, MODIFICATION OR DELETION OF, DESTRUCTION OF, DAMAGE TO, LOSS OF, OR FAILURE TO STORE ANY OF YOUR CONTENT.

We can immediately suspend your On-Premises Subscription as soon as we let you know (‘give notice’) that we have a good reason to (‘reasonably’) believe that:

a) Failure to pay – you have not complied with the payment obligations in this Agreement (see Section 4); or

b) Breach of Agreement – you breached this Agreement or your use of On-Premises is in breach of applicable law.

a) Term

This Agreement begins (’take effect’) when you click the I Accept button or provide similar consent to (‘be bound by’) this Agreement. This Agreement continues until it is ended (’terminated’) either by you or us ("End Date") as described in this Agreement.

b) Ending this agreement

Either you or we can terminate this Agreement if the other breaches it. This must be done by letting the breaching party know (‘give notice’) that it has breached this Agreement. If these breaches are not resolved within thirty (30) days, this Agreement will end. If you end this Agreement according to this Section, we are not required to refund any prepaid fees for the period that would have been your Subscription Period. If we end this Agreement according to this Section, we are not required to refund you any prepaid fees for the period that would have been your Subscription Period after the date this Agreement ends, but you must pay us (’remain liable for’) any unpaid fees that you owe us for the period that would have been your Subscription Period after the date this Agreement ends.

c) Termination by us

In addition, we can immediately end this Agreement if:

i) you have materially breached or abused any part of this Agreement and have not remedied this breach within three (3) business days after we let you know; or

ii) we will no longer provide On-Premises, due to any business, economic, legal, or regulatory reason.

We can also terminate this Agreement if we so choose for any reason or no reason (’for convenience’), in which case we will provide a timely notice and return any prepaid fees that are unused (’on a pro rata basis’).

If you have materially breached this Agreement and did not resolve this breach within three (3) business days of the breach occurring, you must pay us any unpaid fees that you owe for the period that would have been your Subscription Period after the date this Agreement was ended. We are not required to refund you any prepaid amount for the period that would have been your Subscription Period.

If you are a legal entity, you give us permission to publicly identify you as a customer of CRUDERRA and refer to you by name or trade name, display your logo and trademarks, and describe your business in marketing materials, on the CRUDERRA Website, and in other public documents. You give us permission to do this, but only for marketing purposes. We can use your name, trade name, and trademarks. We are not required to pay a fee for this permission (it is ‘royalty-free’), and it applies worldwide.

If you are required under this Agreement to notify us (’give notice’) of anything, you may do so:

a) by sending an email to legal@CRUDERRA.com. Any time period starts on the next business day after you send the email;

b) by courier delivery of a letter marked for the attention of the ‘Legal Department’ at the physical address on the CRUDERRA Website. Any time period starts five (5) business days from when you send the letter; and

c) by registered post, marked for the attention of the ‘Legal Department’ at the address on the CRUDERRA Website. Any time period starts ten (10) business days from when you send the letter. If we are required under this Agreement to notify you (‘give notice’) of anything, we may do so:

d) by posting the information on the CRUDERRA Website. Any time period starts on the day specified on the CRUDERRA Website;

e) by sending an email to the email address that your Confirmation was sent to. Any time period starts on the next business day after we send the email.

It is your responsibility to check the CRUDERRA Website for any changes and make sure that your email address is up to date in our records.