TERMS AND CONDITIONS These Terms and Conditions constitute an agreement (“Agreement”) between you (“you”, “your”, “user”, “Customer”, or “Merchant”) and Connectiv! eSolutions GmbH(“CONNECTIV!”, “us”, “we” or “our”) for recurring billing of products or services (“Service” or “Services”). This Agreement governs both the Services and any assigned account (“Account”) used in connection with the Services. Any of the following actions constitute your agreement, without limitation or qualification, to be bound by, and to comply with, the terms of this Agreement: (i) your initialization or registration of the Services, through the CONNECTIV! website (www.mscrm-addons.com) or through any of CONNECTIV!’s subdomains (the CONNECTIV! website and subdomains are collectively referred to herein as, the “Site”); or (ii) through the use of your Account and password; or (iii) your use of the Site. TERM The term of this Agreement begins on the date we activate Services for your Account. This Agreement will continue from month to month until terminated by either party pursuant to the terms hereof. ORDER ACCEPTANCE POLICY Your submission of your order on the Site or receipt of an email confirmation signifies acceptance by CONNECTIV! of your order and the provision of your Account. CONNECTIV! may verify orders to prevent fraud. Should CONNECTIV! suspect the placement of a fraudulent order (even after you have received an email confirmation of acceptance of your order and the provision of your Account), CONNECTIV! may contact you by email or telephone regarding such suspected fraudulent order and, in CONNECTIV!’s sole discretion, we may interrupt, restrict, or terminate your Account without notice to you. TRIAL ACCOUNTS CONNECTIV! allows you to trial its service/software free of charge for 14 days. We reserve the right to terminate trial accounts at any time after the end of the 14 day trial period. TERMINATION / CANCELLATION You may terminate this Agreement at any time by ceasing all use of the Services or by notifying CONNECTIV! of your desire to cancel your Service. We may terminate this Agreement, at any time, without notice to you, if we believe, in our sole judgement, that you have breached or may breach any term or condition of this Agreement. You agree that termination of this Agreement will not relieve you of any obligation to pay any accrued charges. All sections which by their nature should survive the expiration or termination of the Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. You shall be charged the full amount of the fee for the month/year in which the Services were terminated. There is no pro-rated refund or discount provided when an account is terminated. REFUND POLICY 14-Day Free Trial: this version of our Service requires no credit card for signup. This gives you a zerorisk way to try our Service for 14 days. If you decide to upgrade at any time during the 14-Day Free Trial, the free trial ends and your Account is upgraded to a Paid Account. Paid Account: When you purchase a Paid Account or upgrade from a 14-Day Free Trial to a Paid Account, the CONNECTIV! billing system charges your credit card for the initial billing period. After that, the billing system automatically renews your Account every month, (every year if you choose the annual plan,) and charges the appropriate amount to your credit card. CONNECTIV! accepts credit cards and will automatically bill your card according to your selected plan (monthly/yearly). If the fees due are not paid within the allocated time period or if we cannot process your credit card with the information you provided then CONNECTIV! reserves the right to cancel both access to your account and the data stored within that account. If you do not pay any fees due within ten (10) days of us sending you a written due notice, then we reserve the right to downgrade your account and stop the service. Cancellation/Termination: if you cancel your Account or if we terminate the Service as specified in Clause TERMINATION/CANCELLATION, no further amounts will be charged to your credit card. However, you are responsible for any amounts already charged to your credit card. Refunds: our Service is a pay-as-you-go service. Therefore, we do not issue refunds, even if you cancel your Account immediately after your credit card is charged for the new billing period. For example, if we charge your credit card on August 10th, and you cancel your Account on August 15th, you are still responsible for paying for the entire month (or year, if you have selected an annual plan.) No subsequent charges are applied to your credit card, but the amounts already charged are not refunded. We treat all customers equally, so we do not make exceptions to this policy. USE OF SERVICES & ACCOUNT You represent and warrant that you are at least 18 years of age or the applicable age of majority in your geographic area, and that you possess the legal right and ability to enter into this Agreement. You agree not to use the Materials, Content, Services, and your Account for any unlawful or abusive purpose or in any way which interferes with our ability to provide Services to our customers, or which damages our property. Certain pages on the Site, or access to the Services and/or your Account, may be accessed only by use of a password and log-in. You are solely responsible for all uses of the Site and/or the Services and/or your Account with your password. You should change your password once each month. If your Services or Accounts are fraudulently used, you agree to immediately notify CONNECTIV! of such unauthorized use. We have the right to interrupt, restrict, or terminate Services to your Account, without notice to you, if we suspect fraudulent or abusive activity. You agree to cooperate with us in any fraud investigation and to use any fraud prevention measures we prescribe. EMAIL COMMUNICATIONS FROM CONNECTIV! TO YOU YOU AGREE THAT CONNECTIV! MAY SEND EMAIL MESSAGES TO YOU FROM TIME TO TIME REGARDING PLANNED SERVICE DOWNTIME, NEW FEATURES, AND OTHER COMMUNICATIONS THAT WE BELIEVE OUR USERS WILL WANT TO KNOW ABOUT. YOU MAY OPT OUT OF RECEIVING THESE EMAILS BY CANCELLING YOUR CONNECTIV! SERVICE. NO WARRANTIES THE MATERIALS, CONTENT, SERVICES, AND ACCOUNTS ARE PROVIDED “AS IS”. WE MAKE NO WARRANTIES REGARDING THE MATERIALS, CONTENT, SERVICES, AND ACCOUNTS WHATSOEVER AND DISCLAIM ANY AND ALL EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF INTELLECTUAL PROPERTY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OR TRADE. WE DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY OF ANY KIND ON OUR BEHALF AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. THIS PARAGRAPH SHALL SURVIVE TERMINATION OF THIS AGREEMENT. Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, the foregoing disclaimers may not apply to you insofar as they relate to implied warranties. If you rely on the representations or warranties of any third parties with respect to the Services (including, without limitation, by dealers or resellers of the Services) beyond those made by CONNECTIV!, your sole remedy for such reliance is against the third party making such representation or warranty. SERVICE AVAILABILITY We will make every available effort to keep CONNECTIV!’s Services operational 24 hours a day, 7 days a week. There will be periods of downtime for maintenance and upgrades, and sometimes, for reasons that we did not plan. We will attempt to provide at least 24 hours of notice for scheduled maintenance or downtime, but some downtime may be unscheduled and beyond our control. WE MAKE NO GUARANTEE AS TO UPTIME OR AVAILABILITY OF THE SERVICE. LIMITATION OF LIABILITY IN NO EVENT SHALL CONNECTIV!, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, OR AGENTS BE LIABLE FOR ANY DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION) ARISING OUT OF OR RELATING TO (i) YOUR INABILITY TO USE THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (ii) YOUR MISUSE OF THE MATERIALS, CONTENT, SERVICES OR ACCOUNTS; (iii) NONPERFORMANCE OR A FAILURE OF THE SERVICES CAUSED BY ACTS OR OMISSIONS OF ANOTHER SERVICE PROVIDER, (iv) EQUIPMENT OR SOFTWARE FAILURE OR MODIFICATION; (v) TELECOMMUNICATIONS OR COMPUTER EQUIPMENT FAILURES, OR (vi) ACTS OF GOD, OR OTHER CAUSES BEYOND OUR REASONABLE CONTROL. THE FOREGOING SHALL APPLY EVEN IF CONNECTIV! HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CONNECTIV! ALSO MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR ACCESS TO AND USE OF THE SITE, MATERIALS, CONTENT, SERVICES AND ACCOUNTS (1) WILL BE UNINTERRUPTED OR ERROR FREE; (2) IS FREE OF VIRUSES, UNAUTHORIZED CODE, OR OTHER HARMFUL COMPONENTS; (3) IS SECURE; OR (4) WILL MEET YOUR SATISFACTION. YOU ARE RESPONSIBLE FOR TAKING ALL PRECAUTIONS YOU BELIEVE NECESSARY OR ADVISABLE TO PROTECT YOU AGAINST ANY CLAIM, DAMAGE, LOSS OR HAZARD THAT MAY ARISE BY VIRTUE OF YOUR USE OF THE SITE, MATERIALS, CONTENT, SERVICES, AND ACCOUNT. IN NO EVENT SHALL CONNECTIV!, ITS PARENTS, SUBSIDIARIES, AFFILIATES AND THEIR RESPECTIVE MEMBERS, MANAGERS, DIRECTORS, OFFICERS, EMPLOYEES, STOCKHOLDERS, AGENTS AND ANY UNDERLYING CARRIER BE LIABLE FOR INJURIES TO PERSONS OR PROPERTY ARISING FROM USE OF THE SERVICES, OR ANY EQUIPMENT USED IN CONNECTION WITH THE SERVICES. IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, CONNECTIV! SHOULD HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY LOSS, HARM OR DAMAGE, YOU AND CONNECTIV! AGREE THAT IN NO EVENT SHALL LIABILITY OF CONNECTIV! TO YOU FOR ANY REASON EXCEED OUR SERVICE CHARGES DURING THE AFFECTED PERIOD GIVING RISE TO SUCH LIABILITY. YOU AND CONNECTIV! AGREE THAT THIS SECTION OF THE AGREEMENT, “LIMITATION OF LIABILITY”, IS AN AGREED ALLOCATION OF RISK BETWEEN YOU AND CONNECTIV!. YOU ACKNOWLEDGE THAT, ABSENT YOUR AGREEMENT TO THIS LIMITATION OF LIABILITY, CONNECTIV! WOULD NOT PROVIDE THE SITE, MATERIALS, CONTENT, SERVICES, OR ACCOUNTS TO YOU. MODIFICATION OF PRICES OR BILLING TERMS CONNECTIV! reserves the right, at any time, to change its prices and billing methods for the Service, effective immediately upon posting to the Site or by email delivery to you. LINKS TO OTHER MATERIALS The linked sites are not necessarily under the control of CONNECTIV! and CONNECTIV! is not responsible for the content of any linked site or any link contained in a non-affiliated linked site. CONNECTIV! reserves the right to terminate any link or linking program at any time. CONNECTIV! has selected the links for your convenience. The selection or omission of links is not intended to endorse any particular companies or products. If you decide to access any of the third-party sites linked to this Site, you do so entirely at your own risk. Any links to any portion of the Site shall be the responsibility of the linking party, and CONNECTIV! shall not be responsible for notification of any change in name or location of any information on the Site. MODIFICATION We may change or modify this Agreement from time to time, but any such change (a) will be made in good faith, and (b) if significant (as determined in the sole discretion of CONNECTIV!), will only be made after first providing you with notice of the change. You can review the most current version of this Agreement at any time at our Site (www.mscrm-addons.com). If you do not agree to a significant change, you may terminate this Agreement by terminating use of the Services and/or by requesting that we terminate your Services. ASSIGNMENT We may assign all or part of our rights or duties under this Agreement in connection with a sale of all or substantially all the assets of CONNECTIV! to a third party without notice to you; provided any such third party shall be obliged to honor the terms of this Agreement. You may not assign this Agreement without our prior written consent. NOTICES Except as otherwise provided in this Agreement, notices and other communications under this Agreement shall be in writing and shall be delivered, mailed by first-class mail, postage pre-paid, or sent by facsimile or electronic mail, addressed, (a) if to you, at the address as kept in our files or at such other address as you shall have furnished to us in writing, or (b) if to us, at: Connectiv! eSolutions GmbH Bahnhofgürtel 59 8020 Graz Austria Your notice must specify your name and Account. Each such notice, request, or other communication shall be effective (i) if given by mail, 72 hours after such communication is deposited in the mails with first class postage prepaid, addressed as aforesaid, (ii) if sent by facsimile or email, when sent and receipt is electronically confirmed or (iii) if given by any other means (including, without limitation, by air courier), when delivered at the address specified above. Oral notices shall be deemed effective on the date reflected in our records. GENERAL INFORMATION, PUBLICITY, ENTIRE AGREEMENT If any part of this Agreement is held invalid or unenforceable, that portion shall be construed to reflect the parties’ original intent, and the remaining portions shall remain in full force and effect. You hereby consent to CONNECTIV! publicizing the existence (but not the terms) of the relationship contemplated hereunder as a part of promotional and marketing activities from time to time by CONNECTIV!. This Agreement constitutes the entire agreement between CONNECTIV! and you with respect to your use of the CONNECTIV! Site, Materials, Content, Services, and your Account, and it supersedes all prior or contemporaneous communications and proposals, whether oral or written, between CONNECTIV! and you with respect thereto. The failure of CONNECTIV! to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.