CRM Software Subscription Agreement & Terms of Use

Preamble

This CRM Software Subscription Agreement (the “Agreement”) is entered into between Mav Consulting Group LLC (“Mav”) and the Client identified in the Mav Authorization Form (“Client”).

This Agreement governs the Client’s use of Mav’s suite of on-demand software applications (collectively, the “Software Services”), which enable Clients and their authorized Users to manage business operations, data, and communications (“Services”).

The Services are provided as a subscription accessible over the Internet. Subscriptions may be structured by User, by Project, or as Unlimited Access, as specified in the Client Authorization Form. Mav also provides hosting, data backup, system maintenance, and user support (collectively, “Support Services”), and may offer optional consulting, setup, and training (“Professional Services”).

Definitions

1. "User": Any individual authorized by the Client to access the Services.

2. “Client Data”: All information and data provided, imported, or processed by the Client through the Services.

3. “User Subscription”: Access and usage rights for a specified number of Users as outlined in the Authorization Form.

4. “Project”: A single database or workspace configured for a specific operational or business purpose.

5. “Unlimited Subscription”: Access rights for unlimited Users or Projects under one Client account.

6. “Authorization Form”: The signed document that defines fees, subscription details, and included services.

7. “Services”: All Software Services, Support Services, and Professional Services provided by Mav.

Terms of Use

1. Service Description

   1. Scope of Services

      Mav provides the Services to the Client for internal business purposes only. The Client may not resell, share, or provide access to third parties, including affiliates or partners, without written approval.

   2. Subscription and Use

      The Client’s use of the Services is limited to the terms set forth in the Authorization Form. Subscriptions become active once onboarding and implementation are completed and may be terminated as outlined in this Agreement.

   3. User Authorization

      The Client may authorize the number of Users defined in the Authorization Form. Additional Users may be added through written notice and adjusted billing.

   4. User Access and Responsibilities

      Each User will be assigned unique login credentials. The Client is responsible for maintaining confidentiality, updating user access, and reporting unauthorized use.

   5. Support and Documentation

      Mav provides documentation, online help resources, and direct support via email or phone during business hours.

   6. Service Modifications

      Mav may modify or enhance the Services from time to time. Notice will be provided for major updates or feature changes. Requests for custom modifications may incur additional costs.

2. Client Responsibilities

   1. Technical Environment

      The Client is responsible for maintaining the hardware, network, and browser configurations necessary to access the Services.

   2. Data Backup

      While Mav performs regular system backups, the Client is responsible for maintaining its own backups and securing internet access.

   3. Compliance

      The Client agrees to use the Services in compliance with all applicable laws, including data protection and privacy regulations.

   4. Prohibited Use

      The Client shall not transmit illegal, defamatory, or harmful materials or use the Services for spam or unauthorized communications. Mav reserves the right to suspend access if such activity is detected..

3. Professional & Support Services

   1. Professional Services

      Implementation, customization, or consulting services are available under separate written agreement and billed at Mav’s standard hourly rates.

   2. Support Services

      Monthly support includes hosting, security, maintenance, and assistance with user inquiries via email (support@mavconsultinggroup.com) or phone.

   3. Service Availability

      Mav will make commercially reasonable efforts to maintain high uptime and secure data handling. Planned maintenance will be scheduled to minimize downtime.

4. Payment Terms

   1. Fees and Payments

      All fees are listed in the Authorization Form. Payments are due in advance of each billing cycle. Fees are non-cancelable and non-refundable unless otherwise stated.

   2. Payment Methods

      Payments may be made via credit card, preauthorized plan, or invoice. Late payments accrue interest at 1.5% per month (18% per annum).

   3. Fee Adjustments

      Mav reserves the right to adjust pricing annually after the first year of service.

5. Usage Restrictions

   The Client must not:

   1. Copy, modify, reverse engineer, or resell the Services.

   2. Interfere with or disrupt the performance or security of the Services.

   3. Use the Services to store malicious code or access unauthorized systems.

   4. Grant access to competitors of Mav without prior written consent.

6. Ownership and Confidentiality

   1. Client Data

      All Client Data remains the exclusive property of the Client. Mav will access Client Data only as necessary to provide support or maintenance.

   2. Data Storage

      Data is hosted on secure servers and accessible only to authorized Client Users.

   3. Intellectual Property

      All intellectual property rights in the Services, including source code, designs, and trademarks, are owned by Mav.

   4. Confidential Information

      Both parties agree to maintain confidentiality of proprietary or sensitive information exchanged during the term of this Agreement.

   5. Marketing Use

      Mav may reference the Client’s name and logo in client lists or general marketing materials unless the Client requests otherwise in writing.

7. Warranty and Limitation of Liability

   1. Disclaimer

      The Services are provided “as is.” Mav disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose.

   2. Limitation of Liability

      Mav shall not be liable for indirect, incidental, or consequential damages, including loss of profits or data.

   3. Indemnification

      Each party agrees to indemnify and hold the other harmless from claims or damages arising from breach of this Agreement.

8. Term and Termination

   1. Term

      This Agreement remains in effect until terminated by either party with written notice as defined in the Authorization Form.

   2. Termination for Breach

      If either party breaches the Agreement and fails to remedy the issue within seventy-two (72) hours of notice, the other party may terminate the Agreement.

   3. Client Data After Termination

      Upon termination, Mav will provide Client Data in .csv format upon request within 30 days. After that, Mav will delete all Client Data unless required by law to retain it.

9. General Provisions

   1. Entire Agreement

      This document and the Authorization Form represent the entire understanding between Mav and the Client.

   2. Assignment

      Mav may assign this Agreement in case of merger or reorganization. The Client may assign only with Mav’s consent.

   3. Governing Law

      This Agreement is governed by the laws of the State of California, USA.

   4. Arbitration

      Disputes shall be resolved by binding arbitration in Los Angeles, California.

   5. Independent Contractors

      The parties are independent and not agents or partners.

   6. Notices

      All notices must be in writing and sent to the addresses below.