MASTER TERMS AND CONDITIONS

This Master JumpStart Terms and Conditions (The “Terms”) is made and entered into effective on the corresponding JumpStart Order date by and between JumpStart @ AvideonCRM LLC, (“JumpStart”) having a principal place of business in Baltimore MD, USA., and the JumpStart Order signatory ("Signatory"). JumpStart and Signatory are referred to herein individually as a “party” and collectively as the “parties.”

RECITALS

WHEREAS, JumpStart offers Salesforce.com professional services;

WHEREAS, Signatory is or will be a Salesforce.com platform licensee; and

WHEREAS, Signatory desires to engage JumpStart in Salesforce profiesional services.

NOW, THEREFORE, in consideration of the mutual covenants, agreements, and conditions hereinafter set forth, the parties hereto agree as follows:

AGREEMENT

1. Definitions.

1.1. Client. “Client” means an individual or company purchasing JumpStart services. Client is referred to herein individually as a “Client” and collectively as the “Clients.”

1.2. Signatory Administrator. “Signatory Administrator” means an individual who is the authorized representative of Signatory, or other individual to whom Signatory specified as the Signatory Administrator by the parties.

1.3. JumpStart Service. “JumpStart Service" means the JumpStart services is Salesforce professional services performed on an hourly basis.

1.4. Third-Party Platform Licensing. “Third-party Platform Licensing” means licensing of ancillary systems or platforms outside of the Salesforce.com platform where fees are paid directly to the third-party.

2. Services.

2.1. JumpStart Services. JumpStart shall make the JumpStart services available to the Client for the purpose of configuring and supporting Salesforce.com.

2.2. Delivery Mode: JumpStart services are delivered online via remote service.

2.3. Third-party Platform Licensing. Third party platform licensing may be required or added at the request of the Signatory . Any Third-party licensing and any additional development fees required for the Third-party licensing by JumpStart will be the responsibility of the Signatory.

3. Fees; Invoicing.

3.1. Fees. All JumpStart fees are listed online in the Services section.

3.2. Payment of Fees. Except as otherwise set forth in a written agreement, Fees will be made via ecommerce on the JumpStart website. For any subscription fees, JumpStart will electronically process subscriptions fees in advance for the period defined by the subscription.

3.3 Payment of Amortized One-Time Fees. For JumpStart Combination prodcuts, one-time JumpStart fees are amortized over the term of a selected annual support subscription. In the event a support subscription is canceled within the term of the original agreement, the remaining one-time JumpStart fees will be due immediately.

3.4. Late Payment of Fees. Any amount due to JumpStart by Client that is not paid when due shall bear interest at the lesser of eighteen percent (18%) per annum or the maximum rate permitted by law, from the date due until such amount is paid. Payment of such interest shall be made when the past due amount is paid and shall not excuse, cure, or otherwise waive any default or material breach of JumpStart Licensee under this Agreement.

4. Term; Termination. This Agreement shall begin on the Order Date and shall continue until product is delivered or subscription term expires or is terminated (the “Term”); provided, however, this Agreement may be terminated immediately (i) by JumpStart if JumpStart Licensee fails to timely pay any fees due under this Agreement after receiving fifteen (15) calendar days’ written notice from JumpStart of such failure (or, alternatively, JumpStart may elect to terminate access to the JumpStart Platform until such time as all past due amounts owed by JumpStart Licensee are paid in full); (ii) by either party without further notice if the other party commits a material breach of this Agreement or the Addendum and fails to cure such breach within fifteen (15) calendar days after receiving written notice from the non-breaching party of the breach; (iii) by either party without notice upon determination by a court of law or administrative body that the performance of obligations or the exercise of rights hereunder is illegal or violates any law or regulation which may be enacted subsequent to the date hereof.

4.2. Continuing Obligations. The termination or expiration of this Agreement or a specific Addendum shall not relieve Signatory of any obligation arising under this Agreement or the Addendum which shall have accrued prior to such expiration or termination.

5. Indemnification. Each party (an “Indemnifying Party”) shall indemnify, defend, and hold harmless the other party and its officers, employees, directors, affiliated companies, and agents from and against any and all third party and governmental claims, actions, demands, investigations, and lawsuits (together, “Claims”) and all resulting costs, liabilities, fines, penalties, damages, and expenses including reasonable attorneys’ fees and expert witness fees (collectively, “Liabilities”) arising out of: (i) the breach by the Indemnifying Party of any material term or provision of this Agreement including its Addenda; (ii) a violation of any representation, warranty, or covenant of the Indemnifying Party in this Agreement including its Addenda; and (iii) the Indemnifying Party’s gross negligence or willful misconduct. Signatory shall also indemnify, defend, and hold harmless JumpStart and its officers, employees, directors, affiliated companies, and agents from and against any and all Claims and Liabilities arising out of a breach of the privacy, security, and integrity of any and all data transmitted out of Signatory’s system including, but not limited to, a breach that results in unauthorized access to Member data in JumpStart’s system. Each party shall give the other party prompt notice of any Claims covered by this Section. The Indemnifying Party shall have the right and duty to assume the control of the defense thereof but the other party may take part in the defense at its own expense.

7. Disclaimer of Warranties; Limitation on Liability.

7.1. Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, JUMPSTART DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO THE JUMPSTART SERVICE, 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.

7.2. Limitation on Liability. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, UNDER NO CIRCUMSTANCES SHALL JUMPSTART BE LIABLE FOR ANY INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES; LOST PROFITS OR BUSINESS OPPORTUNITIES; LOSS OF DATA; OR THE COST OF PROCUREMENT OF SUBSTITUTE ITEMS OR SERVICES.

8. Miscellaneous.

8.1. Relationship Between Parties. Nothing contained in this Agreement shall be construed to give either party the power to direct or control the activities of the other, constitute the parties as partners, joint venturers, agents, co-owners, or otherwise as participants in a joint undertaking, or allow either party to create or assume any obligation on behalf of the other party for any purpose whatsoever.

8.2. Governing Law; Venue. This Agreement shall be governed by and construed and enforced solely and exclusively in accordance with the laws of the State of Maryland, without regard to conflicts of law principles. Any and all disputes arising under and in connection with this Agreement shall be resolved by binding arbitration (through the American Arbitration Association) located in Baltimore City, Maryland. The arbitrator(s) shall award to the prevailing party, if any, the costs and attorneys’ fees (as well as expert witness fees) reasonably incurred by the prevailing party in connection with the arbitration. If the arbitrator(s) determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator(s) may award the prevailing party an appropriate percentage of the costs and attorneys’ fees (as well as expert witness fees) reasonably incurred by the prevailing party in connection with the arbitration. Judgment on the Award may be entered in any court having jurisdiction.

8.3. Entire Agreement; Amendment. This Agreement and all Addenda added to this Agreement represents the sole, final, and entire agreement between the parties with respect to the subject matter hereof and shall supersede and terminate all prior or contemporaneous agreements and communications of the parties, oral or written, relating thereto. The parties agree that, in the event of a conflict between the terms of this Agreement and an Addendum to this Agreement, the terms of the Addendum shall control with respect to the subject matter thereof. This Agreement and each Addendum may not be amended except by a writing signed by both parties.

8.4. Survival. Unless expressly provided otherwise in this Agreement, each provision of this Agreement reasonably interpreted as intending to survive after the termination or expiration of this Agreement shall survive any such termination or expiration.

8.5. Waiver. No waiver of any right under this Agreement shall be deemed effective unless contained in a writing signed by the party charged with such waiver, and no waiver of any breach or failure to perform shall be deemed a waiver of any future breach or failure to perform or of any other provisions of this Agreement.

8.6. Assignment. Neither party may assign its rights and obligations under this Agreement without the prior written consent of the other party; provided, however, either party may assign this Agreement without consent to an entity of any kind succeeding to the business of that party in connection with the merger, consolidation, or transfer of all or substantially all of the assets and business of the party to such successor. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the parties.

8.7. Notices. All notices required by this Agreement shall be in writing and deemed given if delivered personally, by confirmed email, or by certified or registered mail (return receipt requested) at the addresses set forth under the signature blocks at the end of this Agreement or such other address as either party may specify in writing.

8.8. Counterparts. This Agreement may be executed in several counterparts and by electronic means, each of which shall constitute an original and all of which, when taken together, shall constitute one and the same agreement.

Address for Notices:
JumpStart @ AvideonCRM LLC
PO Box 4830
Baltimore, MD 21211
Attn: CEO/General Counsel

Our Commitment to Privacy

JumpStart is a divison of AvideonCRM LLC. We are committed to ensuring that we protect the privacy of our visitors. We will do our best to ensure that any private information you provide us or that we collect as a result of your visit to our Website is treated appropriately. By visiting our website, you are accepting our privacy policy. Such, a policy is set forth below and explains our principles and procedures regarding privacy. Please review this privacy policy periodically as it may change without notice.

The Information We Collect About You

When you visit our website, we automatically collect and store certain information. This consists of, among other things, your IPA (Internet Protocol Address) or the proxy server that you use to access the website, your domain name, the particulars regarding your web browser, the details of your operating system, your mobile device (including your mobile device identifier provided by your mobile device operating system), the time of your visit and the pages of our website you visit.

When you contact us via the website, we will collect personal information such as your name, telephone number, address, email address and other pertinent information as well as the services in which you express any interest. Your information is stored securely and is not accessible by non-affiliated third parties.

Cookie Usage

We use cookies and similar technologies. Cookies are essentially files that help us identify your computer, track, among other things, the time and date of your visit, the website pages or services you accessed on our website, and what content you are requesting. You may disable cookies on your own computer through your browser settings and other tools. By visiting our website, you consent to the placement of cookies in your browser in accordance with this privacy policy.

How We Use Information

In collecting information regarding your browser, we may use it for administrative purposes, to count the number of visitors to our website, and to determine the most popular website pages on our website. We may also use it to review types of technology you are using, determine which link brought you here, assess how our website is working, and to help with system maintenance. IP addresses are not linked to personally identifiable information. In contacting us, we use information contained in your contact information for the purpose of responding to your requests. If we ask you to fill out any forms or surveys, we will use the information we receive only for the specific purposes indicated in those forms or surveys.

Your Right to See and Correct Information

If you wish to see the information we collect about you, please contact us. If you feel the information is incorrect, please send any corrections to us at sales@avideon.com. We will update your information or include your correction with any information we store or use.

Security Issues

We make every effort to protect the integrity of your information. We limit the right of access to your information to only those employees, affiliates or agents of ours that need to use the information to respond to or process any request you might make to us. Some services described on the website may be provided through an affiliate. In that instance, we will share only that information of yours as is necessary for the affiliate to help with your request.

Email Promotions

If you are interested in email alerts as to our new services, products, or promotions, please subscribe to our email alerts by contacting Customer Service. You may unsubscribe at anytime by simply clicking the “Unsubscribe” link in any of our email alerts.

How to Contact Us

If you have questions about privacy policy, please contact us as follows:

Email: sales@avideon.com
Phone: (443) 957-1986

JumpStart @ AvideonCRM LLC.
Attention: Privacy
PO Box 4830
Baltimore, MD, USA