CRM Software Subscription Agreement & Terms of Use
Preamble
This CRM Software Subscription Agreement (the “Agreement”) is entered into between Mav Consulting Group LLC ("Mav"), doing business as CapRaise CRM ("CapRaise"), and the Client identified in the CapRaise Authorization Form ("Client"). This Agreement governs the Client's use of CapRaise CRM as follows:
CapRaise provides an on-demand CRM software application that enables the Client and its authorized Users to manage proprietary data and communicate with prospects and customers (the "CRM Software Service").
The CRM Software Service is offered as a subscription service accessible over the Internet. Subscriptions may be structured as User Subscriptions, Single Project Subscriptions, or Unlimited Subscriptions, as specified in the Client Authorization Form. As part of the CRM Software Service, CapRaise provides User access, support via email and telephone, data hosting, daily IT administration, data security, and backup services (collectively, the "Monthly Support Services").
CapRaise also offers one-time setup, training, consulting, and other services designed to assist the Client in utilizing the CRM Software Service (collectively, "Professional Services").
Definitions
"User" refers to any individual who is a director, officer, employee, or agent of the Client and is authorized to access and utilize the CRM Software Services provided by CapRaise CRM.
"Customer" means any potential or existing customer of the Client.
"Client Data" is defined as set forth in Section 6.1 of this Agreement.
"User Subscription" refers to the access, usage rights, and support provided for the number of Users specified on the Client Authorization Form.
"Project" is defined as a single database, which may be configured with specific attributes related to data sharing, management, reporting, or intended usage.
"Single Project Subscription" refers to the access, usage rights, and support provided for one Project.
"Unlimited Subscription" is defined as access, usage rights, and support for an unlimited number of Users and Projects. Separate subscriptions are required for related entities operating independently or in distinct geographic regions.
"Client Authorization Form" means the standard form used by CapRaise CRM, which details the Company name, Project name (if applicable), legal entity, fees, and included services, and is signed by an authorized representative of the Client.
"CRM Software Services" is defined as outlined in the Preamble of this Agreement.
"Monthly Support Services" refers to the services defined in the Preamble of this Agreement.
"Professional Services" refers to the services defined in the Preamble of this Agreement.
"Services" collectively refers to the CRM Software Services, Monthly Support Services, and Professional Services provided by CapRaise CRM.
Terms of Use
Service Description
Scope of Services
Mav will provide the CapRaise to the Client, who may permit its Users to access and utilize the Services strictly for the Client's business purposes within the real estate industry in California. The Client is prohibited from granting access to the Services to any other commercial entities, including but not limited to the Client's affiliates or business partners. Furthermore, the Client is not permitted to offer, resell, or repurpose the Services for third-party use, whether as a service bureau or in any other capacity.
Subscription and Use
The Client is authorized to use CapRaise as specified in the subscription category outlined in the Client Authorization Form. Each new subscription will be activated following the completion of the Mav implementation checklist and may be terminated in accordance with the terms outlined in section 8.
User Authorization
The Client is permitted to authorize the number of Users specified in the Client Authorization Form. Additional Users may be added at any time, either at the rate per User agreed upon in the Authorization Form or through a mutually agreed-upon amendment to the Authorization Form.
User Access and Responsibilities
Users will be granted access to CapRaise via usernames and passwords issued during implementation. The Client is responsible for regularly verifying and updating the status of Users and ensuring the confidentiality of all usernames and passwords. The Client must ensure that passwords are not shared among individuals and agrees to promptly notify Mav of any unauthorized use of CapRaise.
Support and Documentation
Mav will provide and maintain online help files and other resources to support the Client in using CapRaise.
Service Modifications
The Client acknowledges that Mav may, from time to time, modify, add to, or remove features from the Services. Mav will provide timely notice of any such changes. Additionally, Mav may enhance or expand the Services by adding new features in line with its standard development processes and timelines. If any additional features are requested or timed specifically to the Client’s needs, there may be associated costs.
Customer Responsibilities
Maintenance and Operation
The Client is responsible for setting up, maintaining, and ensuring the proper operation of all environmental conditions and components—including networks, systems, and hardware—required for the Software's operation and the Client’s access to the Services, as outlined in the Documentation.
Data Backup
The Client agrees to back up all data, files, and information prior to the performance of any Services and assumes full responsibility for any loss or alteration of data, files, or information. The Client is also responsible for securing its own Internet access, paying any associated service fees, and ensuring that its Users are adequately trained in basic Internet usage.
Compliance and Use
Mav supports Clients who use CapRaise to communicate with individuals who have explicitly requested such information. The Client must use CapRaise in compliance with all applicable laws, including but not limited to privacy laws. The Client agrees to indemnify Mav in accordance with section 7.3 for any damages or expenses incurred by Mav due to the Client’s violation of this section.
Prohibited Communications
The Client agrees not to use CapRaise to send any messages or materials that are harassing, defamatory, threatening, obscene, violate intellectual property rights, or are otherwise unlawful. Additionally, any communications that encourage conduct constituting a criminal offense under applicable law are prohibited. While Mav is not responsible for monitoring such communications, it reserves the right to suspend any such activity if brought to its attention and will promptly notify the Client. The Client agrees to indemnify Mav in accordance with section 8.3 for any damages or expenses incurred due to the Client’s violation of this section.
User Notice and Access
The Client shall inform its Users of the terms and conditions governing their access to the Services under this Agreement, including any limitations on access or use as specified herein. If any User engages in unauthorized use of the Services, Mav reserves the right to terminate that User’s access.
Professional & Support Services
Professional Services
Any additional professional services related to the CRM Software Services—including implementation, training, consulting, or customization—will be provided upon a written agreement or purchase order. These services will be billed at CapRaise's standard time and materials rate as specified in the Authorization Form.
Monthly Support Services
Monthly support services include user access, data hosting, daily IT administration, data security and backup processes, and responding to user support inquiries during published hours of operation via email (sameet@capraisecrm.com) or telephone at __________.
Service Availability and Data Protection
CapRaise will use commercially reasonable efforts to ensure that its servers have sufficient capacity and connectivity to provide the Client and its Users with uptime comparable to other similar service providers. If the Services fail to operate in accordance with the terms of this Agreement, the Client must promptly notify CapRaise, and CapRaise will use commercially reasonable efforts to restore access to the Services as soon as possible. CapRaise will also take commercially reasonable steps to protect the Client’s data used within the CRM Software Services from unauthorized access or total loss.
Service Continuity and Maintenance
CapRaise will use commercially reasonable efforts to provide continuous service. However, CapRaise reserves the right to schedule downtime for upgrades, repairs, and regular network maintenance. These activities will be conducted at times designed to minimize inconvenience to the Client and its Users. Unless it is unable to do so for security reasons or other circumstances beyond CapRaise's reasonable control, CapRaise will provide the Client with reasonable advance notice of any scheduled downtime.
Payment Terms
Fees and Payment Obligations
The fees applicable to the Services are outlined in the Client Authorization Form. Unless otherwise specified in this Agreement or the Authorization Form, fees are based on the Services purchased or subscribed to, regardless of actual usage. Payment obligations are non-cancelable, and all fees paid are non-refundable. The Client is responsible for paying all applicable state, provincial, and federal taxes and duties.
Commencement and Payment of Fees
Fees for monthly CRM Software Services and Professional Services will commence upon the completion of the Client Authorization Form. Payments for these Services are due monthly in advance and can be made by credit card, preauthorized payment plan, or invoiced quarterly in advance, with payment required prior to the commencement of the Services. All invoices for one-time services are due within thirty (30) days. Any undisputed amounts not paid by the due date will accrue interest at a rate of 1.5% per month, or 18% per annum. CapRaise reserves the right to increase fees for CRM Software Services, Monthly Support, and Professional Services on an annual basis following the first anniversary of the Client Authorization Form's execution date.
Consulting Services Fees and Expenses
Unless otherwise specified in the applicable Statement of Work, the Client will pay CapRaise for Consulting Services on a time and materials basis per person-hour. Any estimates provided for Consulting Services, including effort or completion schedules, are good-faith estimates based on the information available to CapRaise at the time and do not constitute fixed fees or guaranteed rates or timelines. The Client agrees to reimburse CapRaise for all miscellaneous out-of-pocket expenses incurred during the performance of Consulting Services, as well as reasonable travel expenses, provided these expenses have been pre-approved by the Client. Reimbursement of travel expenses will be in accordance with CapRaise's travel expense policy, a copy of which will be provided to the Client upon request.
Usage Restrictions
Prohibited Uses and Customer Restrictions
Customer must not modify, rent, sublease, sublicense, assign, use as a service bureau, copy, lend, adapt, translate, sell, distribute, derive works from, decompile, disassemble, or reverse engineer the CapRaise Technology provided under this Agreement, except as explicitly permitted. Unless otherwise stated in an Order Form, the Subscription and Services must be used solely by Customer and not by any parent, division, subsidiary, or affiliate of Customer. Customer must not permit a competitor of CapRaise to access the Technology without CapRaise's prior written consent. Customer must not:
Send or store material containing software viruses, worms, Trojan horses, or other harmful code in, to, or from the CapRaise Technology;
Interfere with or disrupt the integrity or performance of the CapRaise Technology or the data contained therein;
Use the CapRaise Technology inconsistently with its applicable documentation; or
Attempt to gain unauthorized access to the CapRaise Technology or related systems or networks.
Ownership and Confidentiality
Confidentiality of Client Data
CapRaise and the Client agree to maintain the confidentiality of all data related to the Client's and its Users' use of the CRM Software Services, as well as any Client-specific data ("Client Data"). All data collected externally, supplied, or received by the Client and entered into or used within the Services is the sole property of the Client and is considered Client Data. CapRaise will access Client Data solely for the purpose of providing technical support.
Data Storage and Access
CapRaise will provide the Services to the Client through network access, with Client Data stored at one or more CapRaise locations in digital form. This data will be accessible via telecommunications links between these locations and the authorized networks of the Client.
Ownership of CRM Services
The Client acknowledges and agrees that this Agreement does not grant the Client any ownership rights to the CRM Services or any related trademarks, copyrights, trade secrets, or patents. The Client has no rights to the CRM Services except as expressly provided herein. All information and data concerning the CRM Services are the intellectual property and confidential information of CapRaise.
Use of CapRaise Trademarks
The Client may use CapRaise trademarks, such as “CapRaise CRM,” for marketing purposes related to their company or a project without prior written permission from CapRaise. Upon request, CapRaise will provide the Client with examples of acceptable usage of its trademarks.
Confidential Information
The Client agrees not to disclose, furnish, or make accessible to any third party any confidential information of CapRaise at any time, whether before or after the termination of this Agreement. Confidential information includes the terms of this Agreement, methodologies used in the Services, and any information or statistics provided to the Client by CapRaise in the course of delivering the Services.
Marketing and Use of Client Name
The Client agrees that CapRaise may use the Client’s name and logo to identify the Client as a customer on CapRaise’s website and in a general list of CapRaise clients for corporate and marketing purposes. CapRaise may also include "Powered by CapRaise" on the Client's registration and contact pages. Any press releases or marketing materials that specifically identify the Client as a customer of CapRaise will require the Client's prior written approval, which will not be unreasonably withheld.
Warranty and Limitation of Liability
No Warranties
The Services are provided "as is" and "where is." CapRaise disclaims all warranties, whether express or implied, including but not limited to the implied warranties of merchantability, durability, and fitness for a particular purpose. CapRaise shall not be liable under this Agreement for any indirect, consequential, exemplary, or incidental damages, or for any loss of profits resulting from the Services (or any third-party goods or services), even if CapRaise has been advised of the possibility of such damages.
Indemnification
Each party agrees to indemnify and hold the other harmless from any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable legal fees, arising from any alleged breach of that party's agreements, representations, or warranties under this Agreement, provided that the indemnified party promptly notifies the indemnifying party of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense, and the indemnified party shall provide, at the indemnifying party's expense, any reasonable assistance in investigating and defending such claims as requested. This indemnity shall survive the termination of this Agreement.
Client Liability
The Client shall be liable to CapRaise for any loss suffered by CapRaise as a result of the Client's breach of this Agreement, including the Client’s obligations to use the CRM Software Services in compliance with applicable laws, such as Do-Not-Call regulations, privacy laws, or anti-spam legislation.
Term and Termination
Term of Agreement
The term of this Subscription Agreement is ongoing and will continue until terminated by either party. Termination requires written notice as stipulated in the Client Authorization Form and in accordance with Section 9 of this Agreement.
Client Data upon Termination
Upon the Client’s request, made within thirty (30) days after the effective date of termination of the Subscription Agreement, CapRaise will make available for download a file of the Client’s data in comma-separated value (.csv) format. After this 30-day period, CapRaise will have no obligation to maintain or provide any Client data and, unless legally prohibited, will delete all Client data in CapRaise’s system or otherwise in its possession or control.
Default and Suspension of Obligations
If either party defaults in performing or observing any of its obligations under this Agreement, the non-defaulting party, in addition to all other rights and remedies available, may suspend the performance and observance of any or all of its obligations without liability until the default is remedied.
Automatic Termination:
This Agreement shall immediately and automatically terminate if the Client enters or is placed into receivership, is petitioned into bankruptcy, makes a proposal under the Bankruptcy Act for the benefit of its creditors, ceases to carry on business, or is wound up.
Termination for Breach:
If CapRaise believes that the Client has breached any of its obligations under this Agreement, CapRaise will notify the Client. The Client will have seventy-two (72) hours from the receipt of notice to cure the alleged breach and notify CapRaise in writing that the breach has been remedied. If the breach is not cured within this period, CapRaise has the right to terminate the Agreement without further notice.
Termination of Access:
Upon termination of this Agreement, the Client’s and its Users’ access to the CRM Software Services will be terminated.
General Provisions
Entire Agreement
This Agreement, along with any documents referenced herein, constitutes the entire agreement between CapRaise and the Client regarding the Services. It supersedes all prior agreements, understandings, and communications, whether written or oral, relating to the Services.
Assignment
CapRaise may assign this Agreement in the event of a merger, amalgamation, corporate reorganization, or sale of all or substantially all of its assets. The Client may assign this Agreement only with the consent of CapRaise, which shall not be unreasonably withheld. If the assignment occurs in connection with the Client’s merger or acquisition by another entity with a significantly larger number of users or projects, the parties will mutually discuss and agree upon new payment terms.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California and the applicable federal laws of the United States, without regard to the principles of conflict of laws.
Arbitration
Except for applications seeking injunctive relief, any dispute or claim arising out of or relating to this Agreement shall be referred to and finally resolved by arbitration administered by an agreed-upon arbitration body in accordance with its applicable rules. The place of arbitration shall be Los Angeles, California, and the language of the arbitration shall be English. The arbitration shall be conducted by a single arbitrator.
Independent Contractors
The parties acknowledge that they are independent contractors. Nothing in this Agreement shall be construed to create a joint venture, partnership, or agency relationship between the parties, and neither party has the authority to bind or act on behalf of the other in any capacity.
Termination for Financial Insolvency
This Agreement shall terminate immediately and automatically if the Client enters receivership, is petitioned into bankruptcy, makes a proposal under the Bankruptcy Act for the benefit of its creditors, ceases to conduct business, or is wound up.
Breach of Obligations
If CapRaise believes the Client has breached any obligations under this Agreement, CapRaise will notify the Client. The Client will have seventy-two (72) hours from receipt of the notice to cure the alleged breach and notify CapRaise in writing that the breach has been remedied. If the breach is not cured within this period, CapRaise may terminate the Agreement without further notice.
Termination of Access
Upon termination of this Agreement, the Client’s and its Users’ access to the CRM Software Services will be terminated immediately.
Notices.
All notices under this Agreement shall be in writing and may be delivered by hand, or sent via email to the respective email addresses provided below. Notices sent by registered or certified mail, return receipt requested, will be deemed received three (3) days after mailing. If a notice is sent by email, a confirmation copy must also be sent by mail or hand delivery to the designated address. Either party may change its notice address or email address by providing written notice to the other party.
IF TO MAV
Mav Consulting Group LLC,2922 E Chapman Ave, Suite #201A, Orange, CA 92869.Email : sameet@capraisecrm.com
IF TO CLIENT
To the legal entity, address, signing authority name and email address on the Client Authorisation Form.