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ACKNOWLEDGEMENT: The Client acknowledges that this agreement begins immediately upon execution of this agreement. This contract is subject to DE State Law. If any part of this contract for services, is found to be legally unenforceable, or non-compliant with State Law, said section shall be omitted and the balance shall remain in full and enforceable effect. 

Your digital signature below indicates that you have read the entire agreement and that you have the option to download and then have an emailed copy of the digitally signed agreement. This constitutes the entire agreement between the Client and the Company. By the signature below, the individual signing this document represents and warrants that he/she is duly authorized to execute this binding contract for services and incorporated schedules on behalf of the Buyer or Client.  The individual signing this document hereby personally guarantees all the terms and conditions in the contract for services and incorporated schedules on behalf of the Buyer or Client, including payment of any accelerated fees and invoices due.

Your digital Signature provided when accepting the terms of service is digitally recorded.

COOL LIFE CRM TERMS AND CONDITIONS

ATTENTION: THIS AGREEMENT GOVERNS THE SERVICES PROVIDED TO YOU BY COOL LIFE CRM. THIS AGREEMENT CONTAINS LIMITATIONS ON WARRANTIES AND/OR REMEDIES.

This Agreement is made between Cool Life CRM, Inc., ("we", "us", “our”, “COOL LIFE CRM”, or “Company”) and you, (“Client”, “You”, “Your”, or “Buyer”). PLEASE READ IT CAREFULLY BEFORE ACCEPTING OR USING PRODUCTS FROM COOL LIFE CRM.  BY CONTRACTING COOL LIFE CRM, YOU ARE AGREEING TO BE LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THESE TERMS, DO NOT PROCEED WITH THIS SERVICE.

1.      Cool Life CRM SERVICES:  COOL LIFE CRM is a subscription web-based CRM solution. You are not buying any part of Cool Life CRM or COOL LIFE CRM’s code, but rather services provided by Cool Life CRM. You are purchasing use and service of Cool Life CRM tools and services, on a monthly basis to better manage and market your company/organization. This is a management, marketing tool, CRM, with many automated options available, some for additional fees that may exceed your subscription, website content manager tools, public website, and a database which we will provide options for automated scripting for marketing campaigns and various other features.

2.      WE ARE NOT RESPONSIBLE for the functionality of, nor defects in any third-party software or any of your hardware.

3.      CLIENT RESPONSIBILITIES:  Client acknowledges his/her responsibility to:  (a) Notify Company of any change in Clients ownership and or financial responsibility, (b) Provide the Company with graphics, logo, images, existing web administration and access, (as necessary), (c) Provide timely payment for services via preauthorize payment with approval contained herein, and (d) Client is solely responsible for the accuracy of the information you enter into Cool Life CRM or your software with which Cool Life CRM interfaces. You are responsible for compliance with all local laws applicable to email and data collection.

4.     PROFESSIONAL SERVICES:  All requests for service must be requested via our “Client Portal” Any services that are not caused by a system function error will be billable. Tasks requiring more than two (2) hours will be quoted and require approval from the client via the “Client Portal or Email Notification “to commence. The billable rate for our professional services is $165.00US per hour and are billed in ¼ hour increments. All fees are processed monthly and / or as incurred.   

5.      TAXES:  If we are required to pay or collect any federal, state, local, or any other tax on fees charged under this Agreement, or any other similar taxes or duties levied by any governmental authority, excluding taxes levied on our net income, then such taxes and/or duties will be billed to and paid by Client immediately upon receipt of our invoice and supporting documentation for the taxes or duties charged. Taxes collected are paid in accordance with the jurisdiction of Delaware State Tax Code.   

6.     ACCESS RIGHTS & CONTROLS:  During the term of this Agreement, you have a limited, revocable, non-transferable and non-exclusive license to use Cool Life CRM tools and services to which you subscribe.

7.      SECURITY & PROPER USE:  You are responsible to ensure that each of your system users: (a) are responsible for the security of their user name & password, (b) will not disclose log-in identifier to any person or entity, (c) will not permit any other person or entity to use the user name & password, (d) use the software consistent with your rules, and (e) use the software in accordance with the terms and conditions of this Agreement. Potential breaches of this policy may result in the revocation of credentials until such time as compliance is verified.

8.      PRIVACY: COOL LIFE CRM guarantees to maintain Client confidentiality and not sell, share, distribute, or compromise Clients customer file, financial records, or any other information to any third party for any reason.

9.      ASSIGNMENT: COOL LIFE CRM reserves the right to assign the service of this agreement at its sole discretion.

10.    WEBSITE HOSTING & STORAGE:  COOL LIFE CRM will host our client website (if applicable) and database including security, disaster recovery, and redundant back-up services, bandwidth.

11.    TRAINING & EDUCATION:  COOL LIFE CRM will provide video tutorials, FAQ guides, “How to Guides” and offer client support during full time business hours. COOL LIFE CRM also offers additional services to perform services for client as per terms outlined in service agreement.

12.    EMAIL COMPLIANCE: Cool Life CRM will not willingly violate or abuse any email address contained in your database and will take corrective measures when the Company deems necessary and/or appropriate.

13.    CANCELLATION:  After the initial term of this agreement purchased during your sign up; at any time with 90 day’s written notice delivered US Certified Mail, you may cancel the monthly services. Upon such cancellation, provided all billed fees are paid in full, the Company will provide all content, domain ownership; Client provided graphics, and data, to the Client. The website template and functionality tools remain the property of the Company.

14.    SUSPENSION OF SERVICE:  We reserve the right to deny, suspend or revoke access to our server in whole or in part, if we believe there is a material breach of this agreement.  In the event of material breach, we will make reasonable efforts to notify you of said breach and we will provide reasonable time to resolve said breach.  You agree to make best efforts to resolve said breach to the satisfaction of COOL LIFE CRM.  If said breach is not rectified to COOL LIFE CRM’s satisfaction, we reserve the right to pursue all remedies available to COOL LIFE CRM both within this contract and under the law. 

15.   CONTINUE SERVICE:  All payments are due on the first day of the month, in advance of service for the month. All payments are due by credit card or ACH draft. If your credit card or ACH draft declines, the Company reserves the right to suspend your service if not corrected within ten business days after notice of such failure, until payment is made. By accepting this agreement and providing credit payment information, you authorize us to charge it for the services obligated. This includes monthly fees, additional services or purchases made on your behalf by the Company. Default will accelerate the term of all fees due under the agreement.

15.    DEFAULT:  If Buyer or Client defaults on any payment due under the contract for services and incorporated schedules, time being of the essence hereof, any deposit shall be deemed forfeited and non-refundable.  Additionally, if Buyer or Client defaults on any payment due under the contract for services and incorporated schedules, time being of the essence hereof, without notice or demand COOL LIFE CRM may declare the entire principal sum accelerated to its fullest term, immediately due and payable.

17.    AVAILABILITY:  We shall use commercially reasonable efforts to keep the servers and Cool Life CRM software available on a 24 hour a day, 7 days a week basis, subject to call black-out periods as posted, scheduled downtime for maintenance purposes, unscheduled maintenance and CRM outages.  Our liability to you is limited further by the capitalized paragraphs below, please read them carefully.

18.    NON-WAIVER:  The failure of Cool Life CRM to require performance of any provision of this agreement shall not affect our right to require performance at any time thereafter, nor shall a waiver of any breach or default of this Contract constitute a waiver of any subsequent breach or default or a waiver of the provision itself.

19.   DISCLAIMER OF WARRANTIES:  EXCEPT AS EXPRESSLY SET FORTH ABOVE, WE MAKE NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, REGARDING OR RELATING TO COOL LIFE CRM AND ANY OF ITS SERVICES AND/OR ACCESS TO OR USE OF OUR SERVER UNDER THIS AGREEMENT.  WE SPECIFICALLY DISCLAIM All IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NO INFRINGEMENT.  WE ALSO DO NOT GUARANTEE THAT YOUR ACCESS TO THE SERVER, COOL LIFE CRM OR OTHER SERVICES PROVIDED UNDER THIS AGREEMENT WILL BE UNINTERRUPTED OR ERROR FREE.  WE DO NOT WARRANT THE ACCURACY, RELIABILITY, COMPLETENESS OR TIMELINESS OF THE CONTENT OF INTERNET WEBSITES OR OTHER DATA RECEIVED BY YOU VIA THE INTERNET. YOU ARE FULLY RESPONSIBLE FOR COMPLIANCE WITH ALL LAWS & REGULATIONS AFFECTING YOUR BUSINESS, INCLUDING HIPAA & FINRA.

20.    LIMITS OF LIABILITY:  Client agrees that the maximum liability which COOL LIFE CRM can be responsible is equal or less than the most recent 90 days in paid billing by Client.