PLEASE READ THIS SOFTWARE SUBSCRIPTION AGREEMENT BEFORE PURCHASING OR USING THE SERVICES. BY USING OR PURCHASING THE PRODUCT, YOU SIGNIFY YOUR ASSENT TO THIS AGREEMENT. IF YOU ARE ACTING ON BEHALF OF AN ENTITY, THEN YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THAT ENTITY (“COMPANY”). IF COMPANY DOES NOT ACCEPT THE TERMS OF THIS AGREEMENT, THEN IT MUST NOT PURCHASE OR USE THE PRODUCTS OR SERVICES.
UNLESS AND UNTIL COMPANY HAS AGREED TO BE BOUND BY ALL OF THE TERMS OF THE AGREEMENT, COMPANY HAS NOT BECOME A LICENSEE OF, AND IS NOT AUTHORIZED TO USE, THE Pathway CRM Solution PRODUCT (“SOFTWARE”).
1. License
1.1. License Grant. Pathway CRM Solution shall make the Software available to Company for use by the Subscription Users, pursuant to the terms of this Agreement and grants Company a limited, non-exclusive, non-transferable, and revocable right to install, use, and modify the Software solely for Company’s own internal business purposes. Company acknowledges and agrees that the terms and conditions listed herein will govern Company’s use of the Software for the Subscription Term, unless explicitly stated otherwise in a written agreement between the parties.
1.2. Third-Party Software. The Software may utilize or include certain Third Party Software. Company’s use of the Software is governed by the applicable Third-Party Software terms and conditions where applicable. Company may use Third-Party Plug-Ins to add functionality to the Software, provided that such use is limited to internal use by Company in a manner that does not violate any provisions of Section 1.3 of this Agreement.
1.3. Restrictions. Company will not, directly or indirectly: (a) sublicense, resell, rent, lease, distribute, market, commercialize or otherwise transfer rights or usage to: (i) the Software, (ii) any modified version or derivative work of the Software created by the Company or for the Company, for any purpose including timesharing or service bureau purposes; (b) remove or alter any copyright, trademark or proprietary notice in the Software; (c) use any of the Services for the Pathway CRM Solution Community Software or for any installed software for which Services have not been purchased; or (d) reverse engineer, decompile or modify any encrypted or encoded portion of the Software; (e) develop Forked Software; (f) copy any features, functions, processes, design elements, or graphics of the Software for any purpose other than what is expressly authorized in this Agreement; (g) use the Software, or allow it to be used, for purposes of product evaluation, benchmarking, or other comparative analysis intended for publication without Pathway CRM Solution’s prior written authorization; (h) modify, remove, circumvent, or disable any portion of the License Control Mechanism; (i) use or modify the Software in any way that would subject the Software, in whole or in part, to a Copyleft License; (j) access the Software for the purpose of building a competitive product or service or copying its features, processes, or user interface or (k) send, store, or authorize a third party to send or store spam, unlawful, infringing, obscene, or libelous material, or Malicious Code.
2. Services Offered
2.1 1-Click Deploy Funnels & Websites
2.1.1 Funnel Builder: Our advanced funnel builder enables you to effortlessly create and deploy highly effective sales funnels and landing pages, driving optimal conversions for your marketing initiatives.
2.2 Fully Automated Booking
2.2.1 Seamless Scheduling: Effortlessly schedule appointments with potential leads and prospects on your calendar without manual effort, streamlining your customer engagement process.
2.3 Automated Campaigns
2.3.1 Workflow Efficiency: Leverage predefined workflows to execute marketing or communication initiatives seamlessly, reducing the need for manual intervention and enhancing overall efficiency.
2.4 Email & SMS Marketing
2.4.1 Unified Communication: Consolidate your communication efforts on one platform - create a contact list, send email or SMS campaigns, and automate lead nurturing for a streamlined communication strategy.
2.5 All-in-One Inbox
2.5.1 Unified Communication Hub: Integrate Email, SMS, WebChat, Phone calls, GMB, Facebook Messenger & Instagram for a unified communication hub, providing a centralized platform for all your interactions.
2.6 Data Analytics
2.6.1 Performance Insights: Track, measure & monitor your marketing spend across all channels, providing valuable insights for informed decision-making and continuous improvement.
2.7 Social Media Marketing
2.7.1 Channel Management: Simplify the management of your social media channels, including Facebook, Instagram, LinkedIn, Twitter & TikTok, ensuring a cohesive and effective online presence.
2.8 Online Payments
2.8.1 Payment Convenience: Send invoices and payment links directly from our platform, including SMS capabilities for convenient and secure online transactions.
2.9 Missed Call Text Back
2.9.1 Customer Retention: Automated follow-up text messages ensure you never lose another customer who missed a call, enhancing customer retention and engagement.
3. Support
During the time that Company has paid the applicable fees under this agreement, Pathway CRM Solution will provide Company with support services for the Software made available through the Pathway CRM Solution Support Portal as listed on an Order Form. Services are provided to Company solely for Company’s internal use, and Company may not use the Software or Support Services to supply any consulting, support or training services to any third party.
4. Payment Terms
4.1. Fees and Payment: Company agrees to pay all fees specified on the relevant Order Form. Fees are due thirty (30) days from the invoice date, unless otherwise noted in an Order Form. Subscription fees are exclusive of shipping costs, duties, and taxes.
4.2. Additional Subscription Users: Additional Subscription Users may be ordered under the terms of this Agreement by Company through an Order Form. Additional Subscription Fees shall be assessed at the then-current rate.
4.3. Renewal: All fees required for the renewal of a Subscription Term will be invoiced in advance. Fees for subsequent renewals shall be set at the then-current Pathway CRM Solutions pricing.
4.4. Overdue Charges: Overdue amounts are subject to interest at a rate of one percent (1.0%) per month, or the maximum rate permitted by law. If any charge owing by Company to Pathway CRM Solutions is thirty (30) days or more overdue, Pathway CRM Solutions may suspend services until such amounts are paid in full.
4.5. Audit Rights: Company shall maintain accurate records necessary to verify the number of Subscribed Users. Upon Pathway CRM Solutions' written request, the Company shall provide Pathway CRM Solutions with such records within ten (10) business days.
5. Confidentiality
All notices regarding this Agreement shall be in writing and sent by first-class mail or overnight mail, or transmitted by facsimile, to the addresses indicated on the Order Form or such other address as either party may indicate.
6. General Representations and Warranties
Pathway CRM Solutions represents and warrants that it has the authority to enter into this Agreement with Company and that its branded Software does not, at the time of delivery, include malicious or hidden mechanisms or code.
7. Disclaimer of Warranty
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND.
8. Limitation of Liability
Pathway CRM Solutions WILL NOT BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGE IN CONNECTION WITH OR ARISING OUT OF OR RELATED TO THIS AGREEMENT.
9. Mutual Indemnification
9.1. Infringement Claim: Pathway CRM Solutions shall defend Company against any third-party claim that the Software infringes intellectual property rights and indemnify Company from the resulting costs and damages awarded against Customer.
9.2. Resolution: In the event of an Infringement Claim, Pathway CRM Solutions may, at its discretion, procure the right for Company to continue using the Software, replace or modify the Software, or accept return of the Software and refund Company.
9.3. Exceptions: Pathway CRM Solutions shall have no liability or obligation under this Agreement to the extent the alleged infringement is based on certain exceptions.
9.4. Entire Liability: This section states Pathway CRM Solutions’ entire liability and Company’s exclusive remedy for any infringement related to the Software.
10. Term and Termination
10.1. Term: The initial term of this Agreement shall commence on the date Pathway CRM Solutions executes the applicable Order Form and shall continue until all Order Forms or Renewal invoices have expired or been terminated.
10.2. Termination: This Agreement may be terminated by a party for cause immediately under certain circumstances.
10.3. Effect of Termination: Upon termination of this Agreement, the licenses granted will be immediately revoked, and Pathway CRM Solutions may deactivate the Company's account. No refunds will be made unless termination is a result of a breach by Pathway CRM Solutions.
10.4. Surviving Provisions: Company’s obligation to make a payment, defined terms, and certain sections shall survive termination.
11. General Provisions
Details regarding export compliance, standard marketing, notices, assignment, relation of the parties, no third-party beneficiaries, governing law, force majeure, severability, waiver, entire agreement, and definitions are outlined in this section.
12. Modifications to Terms
12.1 Notification: We may update these terms at any time. Users will be notified of significant changes. Continued use of our services after modifications constitutes acceptance of the updated terms.
13. Contact Information
13.1 Questions and Concerns: For questions or concerns regarding these terms, please contact us at contact@pathwaycrmsolution.com.
Thank you for choosing Pathway CRM Solution. We are excited to be part of your business journey and look forward to supporting your growth!