Terms and Conditions

THIS MASTER SUBSCRIPTION AGREEMENT (“AGREEMENT”) GOVERNS CUSTOMER ACQUISITION AND USE OF OUR SERVICES. BY ACCEPTING THIS AGREEMENT, CUSTOMER AGREE TO THE TERMS OF THIS AGREEMENT. IF CUSTOMER ARE ENTERING INTO THIS AGREEMENT ON CUSTOMER REPRESENT THAT CUSTOMER HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “CUSTOMER” OR “CUSTOMER” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF CUSTOMER DO NOT HAVE SUCH AUTHORITY, OR IF CUSTOMER DO NOT AGREE WITH THESE TERMS AND CONDITIONS, CUSTOMER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.

1. PURCHASED SERVICES
1.1. Provision of Purchased Services. We shall make the Purchased Services available to Customer pursuant to this Agreement and the relevant Order Forms during a subscription term. Customer agrees that Customer purchases hereunder are neither contingent on the delivery of any future functionality or features nor dependent on any oral or written public comments made by Us regarding future functionality or features.

2. USE OF THE SERVICES
2.1. Our Responsibilities. We shall: (i) use commercially reasonable efforts to make the Purchased Services available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which We shall give at least 8 hours notice via the Purchased Services and which We shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Friday to 3:00 a.m. Monday Pacific Time), or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, floods, fires, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), Internet service provider failures or delays, or denial of service attacks, and (ii) provide the Purchased Services only in accordance with applicable laws and government regulations.
2.2. Data Integrity. Champions does not warrant, and is not responsible for the legality, quality, accuracy, integrity, fitness, reliability, or availability of any third party applications, content or services (“Third Party Apps”) that Customer may purchase or connect to, through or with the Services or any descriptions or promises related to the foregoing. Customer agreement to use such Third Party Apps shall be solely between Customer and such third party provider.
2.3. Customer Responsibilities. Customer shall (i) be responsible for Users’ compliance with this Agreement, (ii) be responsible for the accuracy, quality and legality of Customer Data and of the means by which Customer acquired Customer Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use, and (iv) use the Services only in accordance with applicable laws and government regulations. Customer shall not (a) make the Services available to anyone other than Users, (b) sell, resell, rent or lease the Services, (c) use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third- party privacy rights, (d) use the Services to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Services or third-party data contained therein, or (f) attempt to gain unauthorized access to the Services or their related systems or networks.
2.4. Usage Limitations. Services may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls Customer is permitted to make against Our application programming interface. Any such limitations are specified in the Order Form. Champions will provide Customer with advanced written notice if Customer is approaching the limitations outlined in the Order Form and will provide subsequent written notice if such limitations have been exceeded.
2.5 Data Access. Champions shall have the right to access and use Customer Customer Data for the limited purposes of delivering the Services, responding to service or technical problems.
2.6 Service Interruptions and Support. In the case that the Service is interrupted or not delivered, support can be reached at support@getchampions.io. Champions will make commercially reasonable efforts to deliver Services outlined in the Services/Pricing Overview. Support will be provided by email and support will be initiated within five (5) business days from the date support is requested.
2.7. No Decrease. The Annual Service Capacity specified in this accepted Agreement and/or Order Form cannot be decreased prior to the end of the then-current term, regardless of any termination, non-payment, non-use or other conduct or inaction.

3. FEES AND PAYMENT FOR PURCHASED SERVICES
3.1. Fees. Customer shall pay all fees specified in all Statement of Work (SOW). Except as otherwise specified herein or in the SOW, (i) fees are based on services purchased and not actual usage, and (ii) payment obligations are noncancelable and fees paid are non-refundable. Services subscription fees are based on monthly periods that begin on the subscription start date and each monthly anniversary thereof; therefore, fees for Services subscriptions added in the middle of a monthly period will be charged pro-rata for that monthly period and the monthly periods remaining in the subscription term.
3.2. Invoicing and Payment. Customer will provide Us with valid and updated credit card information, valid ACH information, or with a valid purchase order or alternative document reasonably acceptable to Us. If Customer provides credit card information to Us, Customer authorizes Us to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in Section 10.2 (Term of Purchased Services Subscriptions). Such charges shall be made in advance, either monthly, annually or in accordance with any different billing frequency stated in the applicable Order Form. If the SOW specifies that payment will be by a method other than a credit card, We will invoice Customer in advance and otherwise in accordance with the relevant SOW. Unless otherwise stated in the Order Form, invoiced charges are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Us and notifying Us of any changes to such information.
3.3. Overdue Charges. If any charges are not received from Customer by the due date, then at Our discretion, we may condition future subscription renewals and Order Forms on payment terms shorter than those specified in Section 3.2 (Invoicing and Payment).
3.4. Suspension of Service and Acceleration. If any amount owing by Customer under this or any other agreement for Our services is 30 or more days overdue (or 10 or more days overdue in the case of amounts Customer have authorized Us to charge to Customer credit card), We may, without limiting Our other rights and remedies, accelerate Customer unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Our services to Customer until such amounts are paid in full. We will give Customer at least 7 days’ prior notice that Customer account is overdue, in accordance with Section (Manner of Giving Notice), before suspending services to Customer.
3.5. Payment Disputes. We shall not exercise Our rights under Section 3.3 (Overdue Charges) or 3.4 (Suspension of Service and Acceleration) if Customer is disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute.
3.6. Taxes. Unless otherwise stated, Our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with Customer purchases hereunder. If We have the legal obligation to pay or collect Taxes for which Customer is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Customer, unless Customer provides Us with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.

4. PROPRIETARY RIGHTS
4.1. Reservation of Rights in Services. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to the Services, including all related intellectual property rights. No rights are granted to Customer hereunder other than as expressly set forth herein.
4.2. Restrictions. Customer shall not (i) permit any third party to access the Services except as permitted herein or in an Order Form, (ii) create derivative works based on the Services except as authorized herein, (iii) copy, frame or mirror any part or content of the Services, other than copying or framing on Customer own intranets or otherwise for Customer own internal business purposes, (iv) reverse engineer the Services, or (v) access the Services in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Services.
4.3. Customer Applications and Code. If Customer, a third party acting on Customer behalf, or a User creates applications or program code using the Services, Customer authorizes Us to host, copy, transmit, display and adapt such applications and program code, solely as necessary for Us to provide the Services in accordance with this Agreement. Subject to the above, We acquire no right, title or interest from Customer or Customer licensors under this Agreement in or to such applications or program code, including any intellectual property rights therein.
4.4. Customer Data. Subject to the limited rights granted by Customer hereunder, We acquire no right, title or interest from Customer or Customer licensors under this Agreement in or to Customer Data, including any intellectual property rights therein.
4.5. Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the Services any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, relating to the operation of the Services.

5. CONFIDENTIALITY
5.1. Definition of Confidential Information. As used herein, “Confidential Information” means all confidential information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Confidential Information shall include Customer Data; Our Confidential Information shall include the Services; and Confidential Information of each party shall include the terms and conditions of this Agreement and all Order Forms, as well as business and marketing plans, technology and technical information, product/service plans and designs, and business processes disclosed by such party. However, Confidential Information (other than Customer Data) shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
5.2. Protection of Confidential Information. The Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) (i) not to use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Neither party shall disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates and their legal counsel and accountants without the other party’s prior written consent.
5.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

6. WARRANTIES AND DISCLAIMERS
6.1. Our Warranties. We warrant that (i) We have validly entered into this Agreement and have the legal power to do so, (ii) the Services shall perform materially in accordance with applicable laws and (iii) We will not transmit Malicious Code to Customer, provided it is not a breach of this subpart (iv) if Customer or a User uploads a file containing Malicious Code into the Services and later downloads that file containing Malicious Code. For any breach of a warranty above, Customer exclusive remedy shall be as provided in Section 10.3 (Termination for Cause) and Section 10.4 (Refund or Payment upon Termination) below.
6.2. Customer Warranties. Customer warrants that Customer has validly entered into this Agreement and have the legal power to do so.
6.3. Disclaimer. Except as expressly provided herein, neither party makes any warranties of any kind, whether express, implied, statutory or otherwise, and each party specifically disclaims all implied warranties, including any warranties of merchantability or fitness for a particular purpose, to the maximum extent permitted by applicable law.
6.4. Non-GA Services. From time to time We may invite Customer to try, at no charge, Our services that are not generally available to Our customers (“Non-GA Services“). Customer may accept or decline any such trial in Customer sole discretion. Any Non-GA Services will be clearly designated as beta, pilot, limited release, developer preview, non-production or by a description of similar import. Non-GA Services are provided for evaluation purposes and not for production use, are not supported, may contain bugs or errors, and may be subject to additional terms. NON-GA SERVICES ARE NOT CONSIDERED ”SERVICES” HEREUNDER AND ARE PROVIDED ”AS IS” WITH NO EXPRESS OR IMPLIED WARRANTY. We may discontinue Non-GA Services at any time in Our sole discretion and may never make them generally available.

7. MUTUAL INDEMNIFICATION
7.1. Indemnification by Us. We shall defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Customer”), and shall indemnify Customer for any damages, attorney fees and costs finally awarded against Customer as a result of, and for amounts paid by Customer under a court-approved settlement of, a Claim Against Customer; provided that Customer (a) promptly give Us written notice of the Claim Against Customer; (b) give Us sole control of the defense and settlement of the Claim Against Customer (provided that We may not settle any Claim Against Customer unless the settlement unconditionally releases Customer of all liability); and (c) provide to Us all reasonable assistance, at Our expense. In the event of a Claim Against Customer, or if We reasonably believe the Services may infringe or misappropriate, We may in Our discretion and at no cost to Customer (i) modify the Services so that they no longer infringe or misappropriate, without breaching Our warranties under “Our Warranties” above, (ii) obtain a license for Customer continued use of the Services in accordance with this Agreement, or (iii) terminate Customer User subscriptions for such Services upon 30 days’ written notice and refund to Customer any prepaid fees covering the remainder of the term of such User subscriptions after the effective date of termination.
7.2. Indemnification by Customer. Customer shall defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that Customer Data, or Customer use of the Services in breach of this Agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law (a “Claim Against Us”), and shall indemnify Us for any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a court- approved settlement of, a Claim Against Us; provided that We (a) promptly give Customer written notice of the Claim Against Us; (b) give Customer sole control of the defense and settlement of the Claim Against Us (provided that Customer may not settle any Claim Against Us unless the settlement unconditionally releases Us of all liability); and (c) provide to Customer all reasonable assistance, at Customer expense.
7.3. Exclusive Remedy. This Section 9 (Mutual Indemnification) states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of claim described in this Section.

8. LIMITATION OF LIABILITY
8.1. Limitation of Liability. Neither party’s liability with respect to any single incident arising out of or related to this agreement (whether in contract or tort or under any other theory of liability) shall exceed the amount paid by customer hereunder in the 12 months preceding the incident, provided that in no event shall either party’s aggregate liability arising out of or related to this agreement (whether in contract or tort or under any other theory of liability) exceed the total amount paid by customer hereunder. The foregoing shall not limit customer payment obligations under section 4 (fees and payment for purchased services).  
8.2. Exclusion of Consequential and Related Damages. In no event shall either party have any liability to the other party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not the party has been advised of the possibility of such damages. The foregoing disclaimer shall not apply to the extent prohibited by applicable law.

9. TERM AND TERMINATION   
9.1. Term of Agreement. This Agreement commences on the date Customer accepts it and continues until all Services subscriptions granted in accordance with this Agreement have expired or been terminated. The provisions of Sections 5,6 and 7 will survive termination of the agreement.  
9.2. Term of Purchased Services Subscriptions. Services subscriptions purchased by Customer commence on the Service Term Start Date specified in the applicable Order Form and continue for the subscription term specified therein. Except as otherwise specified in the applicable Order Form, all Services subscriptions may be renewed for additional periods equal to the expiring subscription term or one year (whichever is shorter),upon mutual written agreement by the parties. The per-unit pricing during any such renewal term shall be the same as that during the prior term unless We have given Customer written notice of a pricing increase at least 60 days before the end of such prior term, in which case the pricing increase shall be effective upon renewal and thereafter. Any such pricing increase shall not exceed 10% of the pricing for the relevant Services in the immediately prior subscription term, unless the pricing in such prior term was designated in the relevant Order Form as promotional or one-time.
9.3. Termination for Cause. A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
9.4. Refund or Payment upon Termination. Upon any termination for cause by Customer, We shall refund Customer any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Upon any termination for cause by Us, Customer shall pay any unpaid fees covering the remainder of the term of all Order Forms after the effective date of termination. In no event shall any termination relieve Customer of the obligation to pay any fees payable to Us for the period prior to the effective date of termination.
9.5. Return of Customer Data. Upon request by Customer made within 30 days after the effective date of termination of a Purchased Services subscription, We will make available to Customer for download a file of Customer Data in comma separated value (.csv) format along with attachments in their native format. After such 30-day period, We shall have no obligation to maintain or provide any of Customer Data and shall thereafter, unless legally prohibited, delete all of Customer Data in Our systems or otherwise in Our possession or under Our control.
9.6. Return on Investment (ROI) Guarantee. If at the end of the Initial Service Term, the Champions Sourced Revenue (as defined below) from sales is less than two times the Annual Service Fee, despite that Customer contacted at least 50% of the Champions-Created Contacts (as defined below), then Customer may terminate this Agreement with written notice to Company and receive a refund equal to the lesser of:  (1) the full Annual Service Fee paid by Customer during such Initial Service Term, or (2) two times the Annual Service fee paid by Customer during such Initial Service Term, minus the Champions Sourced Revenue generated during such Initial Service Term. “Champions Sourced Revenue” means the sum of Closed-Won Revenue of all opportunities that meet one of these 3 criteria: (1) an opportunity has a lead source or primary campaign containing “Champions”, (2) a “Champions-created contact” has an “Opportunity Contact Role” with a primary role, or where the role contains Champion, Economic Buyer, Executive Sponsor, or Decision Maker, or (3) a “Champions-Created Contact” has at least 3 meeting or event activities logged while the opportunity was open. “Champions-Created Contact” means (i) a Contact that was created by Champions or that previously existed in Customer’s Salesforce but did not have any Activity, or (ii) a Lead that was created by Champions or that previously existed in Customer’s Salesforce but did not have any Activity and was converted into a Contact. As used herein, “Contact,” “Lead”, “Closed-Won Revenue”, “Opportunity Contact Role” and “Activity” shall have the meanings customarily given to them by users of Salesforce’s CRM platform.

10.PRIVACY AND SECURITY
10.1. Company is the processor of any data it receives from Customer with regard to its end users, including data that personally identifies any of Customer’s end users (“End User Data”). Customer will remain the exclusive owner and controller of all End User Data. Company will not process or otherwise interact with any End User Data in any manner except for the sole purpose of improving the Services or providing the Services for Customer’s benefit.
10.2. To avoid unauthorized use or disclosure of End User Data, Company will keep and maintain access to End User Data in strict confidence, using such degree of care as is appropriate for Company’s size and complexity, the nature and scope of its activities, and the sensitivity of End User Data, including following Company’s own security and privacy policies and procedures.
10.3. Company will implement, maintain and follow reasonable, industry-standard technical and organizational measures to secure and protect End User Data, in compliance with all applicable U.S. laws. Customer understands and agrees that all data will be transmitted directly to Amazon Web Services (“AWS”), which shall host the Services. AWS has a suite of compliance certificates for their data centers, including full SSAE 16 (SOC 1, SOC 2, and SOC 3) compliance. The End User Data, therefore, shall be stored and maintained in accordance with the applicable terms and conditions of AWS. Company makes no guarantees as to the availability of the dependent third-party Services.
10.4. If either party suspects that there may be or has been unauthorized access or use of any Customer Data or materials relating to the Service, that party shall immediately notify the other party with confirmation of such notification in writing. Company will take all such other actions as may be necessary or appropriate to mitigate, or protect against, any loss, liabilities, or damages, or potential loss, liability or damages to User or Customer.
10.5. Upon written request, Company shall return or (at Customer’s election) destroy all Customer Data in Company’s possession within thirty (30) days from the date of such request, and thereafter shall certify such return and/or destruction to Customer.

11. WHO CUSTOMER ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
11.1. General. Customer is contracting with Champions OÜ, an Estonian Corporation. Notices should be addressed to:
Erik Paulson
Champions OÜ
Keemia 4, 10616, Tallinn, Estonia

The parties agree this Agreement shall be governed by the laws of the Country of Estonia without regard to its conflict of laws provisions.
11.2. Manner of Giving Notice. Except as otherwise specified in this Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to Customer shall be addressed to the relevant billing contact designated by Customer. All other notices to Customer shall be addressed to the relevant Services system administrator designated by Customer.
11.3. Agreement to Governing Law and Jurisdiction. Each party agrees to the applicable governing law above without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of the applicable courts above.
11.4. Waiver of Jury Trial. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.