Terms of Use for Resco Cloud Mobile Solutions | Resco
Terms of Use Resco Mobile CRM Product

1. DEFINITIONS

The following terms shall have the meanings ascribed to them below, unless inconsistent with the
context or otherwise provided:

  1. 1.1. “RESCO” means RESCO spol. s r.o., having its registered office at Plynárenská 7/A, 821 09
    Bratislava, Slovak Republic, Company ID No. 35 768 916, Registered in the Commercial Register
    of District Court Bratislava I, Sec.: Sro, File No.: 19281/B
  2. 1.2. “End User” means customer that uses Resco Cloud.
  3. 1.3. “Resco Cloud” is a complex CRM solution for creating standalone CRM applications or native
    mobile extensions for MS Dynamics or Salesforce, which consist of:

    1. a) RESCO MobileCRM Application (RESCO MobileCRM App) is a native mobile application for
      Microsoft Dynamics CRM and SalesForce with cross-platform support.
    2. b) RESCO MobileCRM Woodford is a customization and administration tool for Resco
      MobileCRM App.
    3. c) Resco CRM Server – is a standalone CRM server to be used as a storage for your data or as
      a connector to your 3rd party CRM system.
  4. 1.4. “Documentation” means the technical information, manuals, operation instructions, help
    files, handbooks, and other publications, in whatever form, provided by RESCO for use with
    Resco Cloud.
  5. 1.5. “Authorized Rights” means an End User`s right to:
    1. a) use the Resco Cloud;
    2. b) adopt, customize, localize, translate, integrate the Resco MobileCRM App to End Users;
  6. 1.6. “Maintenance” means the services that are provided by RESCO, particularly:
    1. • to repair, replace or provide an upgrade of the Resco Cloud to comply with the
      warranty set forth in Article 7,
    2. • to provide enhancements updates or major releases of the Resco Cloud (including
      media and Documentation) when generally made available by RESCO to any of its
      partners or end users.
  7. 1.7. “License period” means a period of validity of the license granted to the End User under
    this Agreement further specified in section 6.1.
  8. 1.8. “Territory” means worldwide.
  9. 1.9. “Material Breach” means a substantial failure in the performance of this Agreement,
    significant enough to release the aggrieved Party from its obligation and accrues to it the
    right to sue for damages, particularly but not exclusively breach of any payment terms,
    breach of any confidentiality terms, breach of any assignment terms.

2. SCOPE OF AGREEMENT

Conditional upon timely payment of the full amount of Fees by End User and subject to the
timely compliance by the End User`s obligations in respect of Resco Cloud as indicated herein,2
RESCO hereby grants to End User a non-exclusive, geographically unlimited, non-transferable
and fee-bearing license (except for the transferability provisions under Article 12) that
includes the right to exercise the Authorized Rights in the Territory during the License Period
subject to the terms and conditions set out herein.

3. OWNERSHIP

RESCO shall at all times retain title to all rights, title and interest in and to the Resco Cloud,
and the Documentation (including all components, additions, modifications and updates) and
all intellectual property therein/thereto including trademarks or trade names, mask works,
patents, patent applications, copyrights, trade secrets, know-how, designs, methods,
processes and inventions. Except for the license right determined in Article 2, nothing
contained in this Agreement shall be construed as granting or conferring any rights to the
Resco Cloud and Documentation (including all components, additions, modifications and
updates).

4. TERMS AND CONDITIONS

  1. 4.1 End User hereby acknowledges that the Resco CRM Server Installation package does not
    contain any predefined ready to use connector.
  2. 4.2 End User hereby acknowledges that RESCO provides support for a current valid version of
    RESCO Cloud for up to one-year old version.
  3. 4.3 Additional terms and conditions (beyond those stated herein) shall apply to Resco MobileCRM
    App for iOS, Windows Phone and Windows 8 and Android mobile clients.
  4. 4.4 RESCO shall deliver the Resco Cloud along with the corresponding Documentation and License
    Keys to End User by ESD (Electronic Software Delivery), except where prohibited by law.
  5. 4.5 The license for Resco MobileCRM App shall be activated on the day of receipt of License Fee
    Payment.
  6. 4.6 RESCO hereby guarantees to provide End User the standard support regarding the usage of the
    Resco MobileCRM App.
  7. 4.7 User hereby grants to RESCO the right to use the End User’s name and logo as a commercial
    reference without express and written consent of End User

5. LICENSE FEES AND PAYMENTS

  1. 5.1. Fees
    1. 5.1.1. End User License Fee
      End User License Fee is a monthly payment for each month of use of Resco MobileCRM
      App. The actual pricing is is published at http://www.resco.net. The current pricing can
      be also requested by email. The minimum licensing period for Resco Cloud is 12 (twelve)
      months.
    2. 5.1.2. Maintenance Fee
      Maintenance Fee is a monthly payment included in End User License Fee.
  2. 5.2. Payments
    1. 5.2.1. End User License Fee payments
      End User shall pay all applicable End User License Fees in advance for a minimum 12-
      month period. RESCO shall issue an invoice for End User License Fees according to
      specification set forth in Order made by End User. End User shall pay the End User
      License Fees within thirty (30) days of invoice receipt. End User hereby acknowledges
      that failure to pay End User License Fees shall be deemed as a breach of this Agreement
      and Cause for termination of this Agreement, and therefore RESCO has the right to
      immediately deactivate all licenses for which End User License Fee has not been timely
      paid.
    2. 5.2.2. Maintenance Fee payments
      Since Maintenance Fee is included in End User License Fee, the conditions set out in
      Section 5.2.1. shall apply thereto.

6. TERM AND TERMINATION

  1. 6.1. Term
    This Agreement shall take effect upon signing by authorized persons of both Parties
    (“Effective Date”) and shall continue for a period of one (1) year from the Effective Date,
    unless terminated earlier. This Agreement shall renew automatically on one (1) year basis
    unless written notice is given by either Party to the other as to its intent not to renew this
    Agreement at least thirty (30) days prior to the initial or any subsequent term.
  2. 6.2. Termination
    1. 6.2.1. Termination for Cause
      1. 6.2.1.1. Either Party may terminate this Agreement for Cause, where Cause shall be
        deemed to have occurred if:

        1. a) the non-breaching Party has notified the breaching Party in writing of a
          Material Breach of the Agreement and
        2. b) the breaching Party has not cured such breach within thirty (30) days of receipt
          of notice from the non-breaching Party.
      2. 6.2.1.2. In the event that this Agreement is terminated by RESCO, End User shall not be
        entitled to, and hereby waives, claims for any (even an aliquot part of) annual End
        User License Fee already paid to RESCO.
    2. 6.2.2. Effects of Termination
      Notwithstanding any termination of this Agreement, End User shall:

      1. a) immediately cease exercising of Authorized Rights, and
      2. b) as soon as practicable (and in any event within thirty (30) days) uninstall and
        destroy all copies of Resco Cloud and Documentation in End User`s possession or
        control, and
      3. c) certify to RESCO in writing that End User has complied with obligations under a)
        and b), and
      4. d) pay all outstanding amounts within the payment period to RESCO.
    3. 6.2.3. Survival Clause
      Rights and obligations under this Agreement which by their nature should survive,
      including but not limited to Section 6.2.2. (Effects of Termination), Section 6.2.4.
      (Survival Clause), Article 7 (Warranty), Article 8 (Consequential Damages), Article 9
      (Limitation of Liability), Article 10 (Confidentiality), shall remain in effect after
      termination or expiration hereof.

7. WARRANTY

  1. 7.1. General warranty
    RESCO warrants that it owns all rights, title and interest in and to the Resco Cloud and
    Documentation, including all intellectual property rights therein, or has secured the right to
    use and license the intellectual property of others that may be incorporated in Resco Cloud
    and Documentation, as the case may be. RESCO further warrants that as of the Effective Date,
    it is not aware of any claim by another that the use of Resco Cloud infringes any proprietary
    rights of another or would constitute a breach of a valid license or other agreement.
  2. 7.2. Limitation of General Warranty
    End User acknowledges and agrees that with respect to the Resco Cloud, there are no implied
    of merchantability or fitness for purpose, and there are no warranties other than those set
    forth above in par. 7.1. The foregoing warranties are in lieu of all other warranties, whether
    oral or written, express or implied, and such other warranties are disclaimed. Without
    limitation to the generality of the foregoing, RESCO does not warrant that the Resco Cloud is
    or shall remain error-free, is compatible with all equipment and software configuration, or
    shall operate without interruption.
  3. 7.3. Infringement Warranty
    RESCO shall indemnify and defend, or at its option settle, any claim, suit, proceeding or action
    brought against the End User based upon a claim that Resco Cloud or their use constitute(s)
    an infringement of a third party patent, copyright or other proprietary rights, provided that
    RESCO shall have no liability under this article if RESCO is not:

    1. i) notified promptly in writing of the claim;
    2. ii) given the information and reasonable assistance necessary for such defense; and
    3. iii) given sole control of the defense of any action on such claim and of all negotiations for
      its settlement or compromise, or if End User makes any admission regarding
      infringement.
  4. 7.4. Limitation of Infringement Warranty
    RESCO has no obligation hereunder for claims which arise by reason of:

    1. i) the combination of the non-infringing Resco Cloud with any programs not supplied by
      RESCO if the infringement would not have occurred but for such combination;
    2. ii) modification of the Resco Cloud by End User if not authorized by RESCO; or
    3. iii) RESCO`s compliance with End User`s specifications, where such specifications require
      RESCO to modify the Resco Cloud.

8. CONSEQUENTIAL DAMAGES

Notwithstanding anything herein to the contrary, neither Party shall be liable to the other for
any punitive, indirect or consequential damages sustained by the other in connection with
the performance of the Agreement, or any order, including without limitation business
interruptions, loss of profits, loss of revenues, loss of use of assets and loss of contracts,
regardless of whether

  1. i) the claimed liability is based on breach of contract, warranty or duty, negligence of any
    person (gross, sole, concurrent, active or passive), pre-existing conditions, strict product
    liability, failure of essential purpose or any other legal or equitable theory, or any other
    cause, and/or
  2. ii) the Party has been advised of the possibility of the corresponding liability.

9. LIMITATION OF LIABILITY

Except for RESCO`s liability for third party rights` infringement under Article 7, and for
property damage or bodily injury resulting from RESCO`s negligence, RESCO`s liability
hereunder shall under no circumstances exceed the aggregate amount of fees paid by End
User under this Agreement.6

10. CONFIDENTIALITY

  1. 10.1. During the performance of this Agreement, information in any form of either Party (the
    “Disclosing Party”) may be disclosed and received by, or come to the knowledge of, the other
    Party (the “Receiving Party”), including without limitation information related to the
    Disclosing Party’s business, organization, operations, clients or proprietary rights (such as, on
    the part of RESCO, object code, source code and Documentation). The Receiving Party
    acknowledges that said information (“Confidential Information”) shall be deemed
    confidential and proprietary, without need for it to be marked as confidential or proprietary.
    Subject to Article 10.2, the Receiving Party agrees that the Confidential Information shall be
    kept in strict confidence and shall not be used for any purpose other than the performance
    of this Agreement or any Order, or otherwise disclosed to anyone in any manner whatsoever,
    including by means of photocopy or reproduction, without the Disclosing Party’s prior written
    consent, except to its employees as applicable, on a need-to-know basis. The Receiving Party
    shall maintain adequate internal procedures, including appropriate binding agreements with
    its employees, to protect the Confidential Information from unauthorized disclosure and use.
    The Receiving Party shall use the same degree of care to avoid unauthorized disclosure of the
    Confidential Information as it employs with respect to its own confidential/proprietary
    information of like quality and nature, but employing no less than a reasonable standard of
    care.
  2. 10.2. The Receiving Party shall have no obligation as to Confidential Information that
    1. (i) can be shown by documentary evidence to have been previously known to the
      Receiving Party at the time of disclosure,
    2. (ii) is independently developed by the Receiving Party without breach of this Agreement,
    3. (iii) is lawfully obtained from a third party without restriction on use or disclosure,
    4. (iv) is or becomes part of the public domain through no fault of the Receiving Party, or
    5. (v) is disclosed pursuant to any judicial or governmental requirement or order, provided
      that the Receiving Party takes reasonable steps to give the Disclosing Party sufficient
      prior notice in order to contest such requirement or order.

11. FORCE MAJEURE

Neither RESCO, nor End User, shall be liable for delay or non-performance of its obligations
hereunder (or part thereof) if the cause of delay or non-performance is an event which is
unforeseeable, beyond the control of the Party affected, and cannot be remedied by the
exercise of reasonable diligence, including without limitation acts of God, acts of civil or
military authority, governmental orders, war, fire, explosion, labor unrest (except if limited
to the Party affected) or epidemic (“Force Majeure”). The Party affected shall be relieved
from its obligations (or part thereof) as long as the Force Majeure lasts and hinders the
performance of said obligations (or part thereof), it being understood that Force Majeure
shall not excuse any obligation of End User to pay for invoices due in accordance with the
provisions hereof. The Party affected shall promptly notify the other Party and make
reasonable efforts to mitigate the effects of Force Majeure with reasonable dispatch.7
However, if performance is suspended for a period exceeding fifteen (15) days, the Party will
meet each other in order to define the adequate solutions to be carried out. In the event that
the performance cannot be resumed despite of the carry out of the alternative solution,
either Party shall have the right to terminate this Agreement.

12. ASSIGNEMENT

  1. 12.1. Neither Party shall have the right to assign, in part or in whole, its rights and obligations under
    this Agreement without the prior written consent of the other Party, which shall not be
    unreasonably withheld. If End User attempts to transfer or assign any of End User’s license
    rights without RESCO’s previous written consent, the transfer or assignment will be
    ineffective, null and void.

13. GOVERNING LAW and DISPUTE RESOLUTION

  1. 13.1. Governing Law
    This Agreement shall be governed by, and construed in accordance with, the laws of Slovak
    Republic without reference to the choice of law and conflict of law provisions thereof.
  2. 13.2. Dispute resolution
    Any dispute arising out of or in connection with this Agreement, including any question
    regarding its existence, validity or termination, shall be referred to and finally resolved by
    District Court Bratislava I located in Bratislava, Záhradnícka 10, Slovakia.

14. GENERAL LEGAL PROVISION

  1. 14.1. The Agreement embodies the entire agreement between the Parties with respect to the
    subject matter hereof, and prevails over any previous oral or written understandings,
    commitments or agreements pertaining to the subject matter hereof. RESCO reserves the
    right to make changes to this Agreement, including changes in price, benefits, and terms and
    conditions as defined in this Agreement, at any time.
  2. 14.2. If not permissible, any provision herein which in any way contravenes applicable laws or
    regulations shall be deemed severable to the extent of such contravention, and the legality,
    validity or enforceability of the remaining provisions hereof shall not in any way be affected
    or impaired thereby. The Parties shall promptly negotiate to restore this Agreement as near
    as possible to its original intent and economic effect.
  3. 14.3. The headings contained in the Agreement are for convenience of reference only, and do not
    constitute a part of the Agreement. Words imparting the singular shall include the plural and
    vice versa.
  4. 14.4. The terms and conditions contained in this Agreement, or the instructions contained in any
    Order pursuant to the Agreement, may not be discharged in whole or in part by waiver,
    renunciation, or failure of enforcement, unless specifically agreed to in writing by the Party
    to which said terms and conditions or instructions benefit.