End User License Agreement

1. Parties and Definitions

This End User License Agreement ("Agreement") is entered into between Sales Foundry LLC, a Utah limited liability company ("Company," "we," "us," or "our"), and the individual or entity accessing or using the Service ("User," "you," or "your").

For purposes of this Agreement:

• "Service" means the Sales Foundry web-based CRM application, including all features, updates, and associated documentation made available by the Company.
• "Account" means the account created by User to access the Service.
• "Subscription" means the per-seat, subscription-based access plan under which User accesses the Service.
• "User Data" means all data, contacts, notes, files, and information submitted, uploaded, or entered by User into the Service.
• "Seat" means a single named user license authorizing one individual to access the Service under a Subscription.

2. License Grant

Subject to User's compliance with this Agreement and timely payment of applicable Subscription fees, the Company grants User a limited, non-exclusive, non-transferable, revocable license to access and use the Service solely for User's internal business or personal sales management purposes, in accordance with the number of Seats purchased.

This license does not include the right to: sublicense, resell, or transfer access to the Service to any third party; modify, copy, reverse engineer, decompile, or derive source code from the Service; use the Service to build a competing product or service; or access the Service through automated means except as explicitly permitted by the Company in writing.

3. Subscription and Payment

Access to the Service requires a paid Subscription. Subscriptions are billed on a per-Seat basis at the rate in effect at the time of purchase, as displayed on the Company's pricing page.

• Subscriptions are billed monthly or annually, depending on the plan selected at signup.
• All fees are due in advance and are non-refundable except as expressly stated in Section 4 (Term and Termination) or required by applicable law.
• The Company reserves the right to change pricing with at least 30 days' written notice to existing subscribers. Continued use of the Service after a price change takes effect constitutes acceptance of the new pricing.
• User is responsible for all taxes, duties, and similar charges arising from the Subscription, excluding taxes on the Company's net income.
• Failure to pay Subscription fees when due may result in suspension or termination of access without further notice.

4. Term and Termination

This Agreement begins on the date User creates an Account or first accesses the Service and continues until terminated.

User may cancel their Subscription at any time through their Account settings or by contacting support. Cancellation takes effect at the end of the current billing period. No refunds are issued for partial periods, except at the Company's sole discretion.

The Company may suspend or terminate User's access to the Service immediately, with or without notice, if: User breaches any provision of this Agreement; User fails to pay Subscription fees when due; the Company is required to do so by law; or the Company discontinues the Service.

Upon termination for any reason: User's license to access the Service immediately ends; User Data will be available for export for 30 days following termination, after which it may be permanently deleted; and all provisions of this Agreement that by their nature should survive termination will survive, including ownership provisions, warranty disclaimers, and limitations of liability.

5. User Data and Privacy

User retains all ownership rights to User Data. The Company does not claim any ownership interest in User Data.

By using the Service, User grants the Company a limited license to store, process, and transmit User Data solely as necessary to provide and improve the Service. The Company will not sell User Data to third parties or use it for advertising purposes.

User is solely responsible for the accuracy, legality, and appropriateness of all User Data submitted to the Service. User represents and warrants that User Data does not violate any applicable law or the rights of any third party.

The Company maintains reasonable technical and organizational security measures to protect User Data. However, no internet transmission or electronic storage method is completely secure, and the Company cannot guarantee absolute security. User acknowledges this risk.

The Company's collection and use of personal information is governed by its Privacy Policy, which is incorporated into this Agreement by reference.

6. Acceptable Use

User agrees to use the Service only for lawful purposes and in accordance with this Agreement. User will not:

• Use the Service to store, transmit, or process data in violation of applicable law, including privacy laws and export control regulations
• Attempt to gain unauthorized access to any portion of the Service, other user accounts, or the Company's systems or networks
• Upload or transmit viruses, malware, or any other harmful or disruptive code
• Use the Service to send unsolicited commercial communications (spam)
• Interfere with or disrupt the integrity or performance of the Service
• Use the Service to harass, abuse, or harm any person
• Circumvent any access controls, security features, or usage limits

The Company reserves the right to investigate suspected violations and, at its sole discretion, suspend or terminate access to the Service without prior notice.

7. Intellectual Property

The Service, including its software, design, features, trademarks, and all related intellectual property, is owned exclusively by Sales Foundry LLC or its licensors and is protected by applicable copyright, trademark, and other intellectual property laws.

Nothing in this Agreement transfers any ownership interest in the Service or the Company's intellectual property to User. User's rights are limited to the license expressly granted in Section 2.

If User submits feedback, suggestions, or ideas regarding the Service, User grants the Company a perpetual, irrevocable, royalty-free license to use that feedback for any purpose without any obligation to User.

8. Confidentiality

Each party may have access to non-public information of the other party in connection with this Agreement ("Confidential Information"). Each party agrees to hold the other's Confidential Information in confidence using at least the same degree of care it uses for its own confidential information, and not to disclose it to third parties without prior written consent, except as required by law.

This obligation does not apply to information that: is or becomes publicly available through no fault of the receiving party; was already known to the receiving party prior to disclosure; is independently developed without use of Confidential Information; or is required to be disclosed by law or court order, provided the disclosing party is given reasonable prior notice where permitted.

9. Disclaimers

The Company does not warrant that: the Service will be uninterrupted, error-free, or completely secure; the Service will meet User's specific requirements; or any errors or defects will be corrected on any particular timeline.

Some jurisdictions do not allow the exclusion of certain warranties. In such jurisdictions, the above exclusions apply to the fullest extent permitted by law.

10. Limitation of Liability

In no event shall the Company's total cumulative liability to User arising out of or related to this Agreement exceed the greater of: (a) the total Subscription fees paid by User in the three months immediately preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100.00).

These limitations apply even if the Company has been advised of the possibility of such damages and even if any limited remedy set forth herein fails its essential purpose. Some jurisdictions do not allow the limitation of liability for certain damages, so the above limitations may not apply to you in full.

11. Indemnification

User agrees to indemnify, defend, and hold harmless Sales Foundry LLC and its members, officers, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: User's use of the Service in violation of this Agreement; User Data submitted to the Service; User's violation of any applicable law or regulation; or User's infringement of any third-party rights.

12. Third-Party Services

The Service may integrate with or link to third-party services, APIs, or platforms. Such integrations are provided for User's convenience. The Company is not responsible for the availability, accuracy, or practices of any third-party service and does not endorse or assume liability for any third-party content or services. Use of third-party services is governed by their respective terms and privacy policies.

13. Modifications to the Service

The Company reserves the right to modify, update, or discontinue the Service or any feature thereof at any time, with or without notice. The Company will make reasonable efforts to notify subscribers of material changes that adversely affect functionality.

Continued use of the Service following any modification constitutes acceptance of the modified Service. If a modification materially and adversely affects the core functionality of a paid Subscription, User may terminate their Subscription within 30 days of the modification and receive a pro-rated refund for the unused portion of any annual plan.

14. Modifications to This Agreement

The Company may update this Agreement from time to time. When changes are made, the Company will post the revised Agreement at salesfoundrycrm.com/terms and update the Effective Date. For material changes, the Company will provide at least 30 days' notice by email to the address associated with User's Account.

Continued use of the Service after the revised Agreement takes effect constitutes User's acceptance. If User does not agree to the revised terms, User must cancel their Subscription before the effective date of the change.

15. Governing Law and Dispute Resolution

This Agreement is governed by the laws of the State of Utah, without regard to its conflict of law provisions.

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service shall first be submitted to informal negotiation by written notice to the other party. If not resolved within 30 days, disputes shall be resolved by binding arbitration administered in Salt Lake County, Utah, before a single arbitrator mutually agreed upon by the parties. Judgment on the arbitration award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect intellectual property or Confidential Information.

USER WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION AGAINST THE COMPANY.

16. General Provisions

• Entire Agreement: This Agreement, together with the Privacy Policy and any order forms or Subscription confirmations, constitutes the entire agreement between the parties regarding the Service and supersedes all prior agreements and understandings.
• Severability: If any provision of this Agreement is found invalid or unenforceable, the remaining provisions will continue in full force and effect.
• Waiver: Failure by either party to enforce any provision of this Agreement shall not constitute a waiver of that party's right to enforce it in the future.
• Assignment: User may not assign this Agreement or any rights hereunder without the Company's prior written consent. The Company may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Notices: Notices to the Company should be sent to sales@savageam.com. Notices to User will be sent to the email address associated with User's Account.
• Force Majeure: Neither party is liable for delays or failures in performance caused by circumstances beyond their reasonable control, including natural disasters, internet outages, or government actions.
• No Agency: Nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the parties.

17. Contact Information