Privacy Policy

What does this privacy policy cover?

This privacy policy describes the privacy practices of ConexusCRM ’s websites that include a link to this policy. We want to help you understand how we collect and use the information you provide when you use,

  1. Our publicly available websites
  1. The ConexusCRM Mobile and other add-on applications, or apps

What information do we collect about you and how did we get that information?

When you visit one of our web pages, create an account with us, enter a sweepstakes or contest, download one of our apps or e-books, post materials on one of our chat rooms or bulletin board, or contact us for support or other offerings, we collect information that identifies you. This includes information such as your name, contact information, and payment information. We may also sometimes collect other information that does not identify you, such as information on people’s visits and activity on our websites. We provide more detail in the list below.

How do we use the information we collect about you?

We use contact information, including email addresses, to communicate with you if you are a customer of our services. This helps us to carry out the services you request from us and to notify you about updates to our web pages, products and policies, and marketing releases. When you subscribe to our fee-based services, we use this contact information, as well as payment information, for billing purposes and to carry out your requested services.

Online identifiers, login information and data trackers are used to secure the limited access portions of our web pages and services. Data trackers help our web pages work. They also help us to improve our content and to customize the content and/or layout of our page for each individual visitor. In addition, online identifiers and data trackers to prevent and reduce fraudulent practices. For more information about our use of cookies, web beacons, and similar technologies, please read “ More Information On Data Trackers” below.

More Information On Data Trackers:

Cookies are small text files that are stored by your web browser when you use websites. When you visit our web pages, our web server sends a cookie to your computer. You can control how websites use cookies by configuring your browser’s privacy settings (please refer to your browser’s help function to learn more about cookie controls). Note that if you disable cookies entirely, our web pages may not function properly. We use cookies in several ways, such as:

This allows us to make your experience on our web site simple and meaningful, to customize web page content, to alert you to new areas that we think might interest you, to provide better services, and to ensure that you are not repeatedly sent the same banner ads, when you return to our web pages. It also helps us to conduct research to improve the content and services of our web sites.

Web beacons (sometimes called “tracking pixels”, “transparent GIFs”, “clear GIFs”, “pixel gifs”, or “pixel tags”) are tiny, invisible images that are embedded on web pages and emails and are stored on a your hard drive. They help us to count users who visit our web sites or open our emails. Tracking pixels help us figure out if certain features, notifications, and products or services are effective and if they can be improved. You can modify your browser settings to control web beacons.

Third-Party Cookies

We may also from time to time engage third parties to track and analyze data and statistics that do not identify you. This practice helps us administer our websites and improve their quality. These third parties may use cookies and web beacons to help track visitor behavior. Their cookies and web beacons may track how you interact with a web site through the use of cookies and the data collected may include how you navigate around a web page and the most commonly clicked links on a specific web page. They may also collect technical information, such as your browser version and operating system. If collected, this information will be used by us to evaluate and, if necessary, modify our website to improve the functions and make it easier for customers to use. Your name and contact information is not collected or used for this purpose.

As a part of our efforts to carry out and improve our services to you and to monitor and improve the functions of our websites, we may also undertake profiling or automated individual decision-making. Automated individual decision-making refers to a decision made solely on the basis of automated processing of your personal data, without human involvement. For instance, we may process personal information using an algorithm or a software code. Profiling is automated processing of personal data to evaluate certain information collected about an individual. We conduct profiling and automated decision-making to better understand your interests and preferences and to adapt our communications to your user profile. You can address any questions or concerns about this practice by contacting us.

Do we share your personal information?

ConexusCRM works with companies that help us run our business. From time to time, we need to share some of your personal information with these companies so that they can perform requested services. They can only access your personal information to carry out the tasks we have asked them to do. They are required to hold this information in confidence. And they must meet both legal and industry standards to ensure that your data is protected. We may share your personal information with service providers, affiliates, business partners, or other third parties .

Service Providers

ConexusCRM may share information about our visitors and/or customers with our contracted service providers so that these service providers can provide services on our behalf.

Affiliates

ConexusCRM may share information with affiliate companies in order to work with them. For example, we may need to share personal information with other companies within our corporate family for customer support, marketing, technical operations and account management purposes.

Third Parties

We discussed in the section of the Privacy Statement, What information do we collect about you and how did we get that information?, that we, or our advertisers, may collect information about you through cookies and web beacons. You can control this collection through your web browser.

We may also share your personal information to provide reviews or testimonials, in case of a company sale or transfer , and if we are compelled by law:

To Provide Reviews or Testimonials

We may select and post customer testimonials about our services, which may contain personal information such as your name and/or the city, state, or country in which you live. We will obtain your consent before we post any testimonial with your name. When you submit a review, you give us permission to post that review. If you post this content, it will be available to other users. Your posting may also become public and we cannot prevent that information from being used in a manner that may violate our privacy policy or the law. If you would like us to remove or delete your name, testimonial, or review from our web pages, please contact us. Note that copies of information that you have updated, modified, or deleted may remain viewable in cached and archived pages of our web pages for a period of time.

Company Sale or Transfer

Should we sell all or part of our business, the customer information that we have collected may be transferred along with the sale but the information will be treated in the same manner described here. In the event of any significant changes to the manner in which your information is handled, we will notify you.

Compelled Disclosure

Sometimes, we are required to use or disclose information provided if required by law or if we reasonably believe that use or disclosure is necessary to protect the ConexusCRM’s rights and/or to comply with a judicial proceeding, court order, or legal process.

Is my personal information secure?

We use reasonable and diligent efforts to maintain accurate information on our customers and have adopted and implemented reasonable industry standard security procedures to protect any such information collected against the loss, misuse or alteration. We constantly monitor our systems, which are protected using industry-standard security measures. Although ConexusCRM will use reasonable efforts to secure network communications and our websites, we cannot guarantee that the information submitted to, maintained on, or transmitted from our systems will be completely secure.

Public Disclosures Made by You

If you use a bulletin board, blog, comment or discussion forum or chat room made available on one of our web pages, you should be aware that any personal information you submit there can be read, collected, or used by other users of these forums, and could be used to send you unsolicited messages, and could be potentially searchable through search engines. We are not responsible for the potential misuse by third parties of any personal information that you choose to submit in these various forums.

When You Use Widgets Listed on Our Web Pages

A widget is a small application with limited functions. It can be installed and used within a web page. It occupies a portion of a webpage and does something useful with information fetched from other websites. We may provide widgets on our web pages so you can share information on third-party platforms. Our web pages may also include social media features, such as the Facebook® or Twitter® button and similar widgets and interactive mini-programs that run on our site. The companies running those widgets may collect your IP address, which page you are visiting on our site, and may set a cookie to enable their widget to function properly. Social media widgets are either hosted by a third party or hosted directly on our web pages. Since these other parties have their own privacy policies—and your use of their widgets is governed by their policies—we encourage you to review the privacy statements for the companies running those widgets.

Third Party Sites

Our Sites may contain links to third party websites. Please note that the privacy and other policies of any such third-party website may differ materially from this Policy. We strongly recommend that customers review the privacy policies of any such third party prior to submitting personally identifiable information. ConexusCRM has no control over and is not responsible for the information practices of other websites, including those to which we may link and those which may link to us.

Where do you store my personal information?

Your personal information and files are stored on ConexusCRM servers and the servers of companies we hire to provide services to us. Your personal information may be transferred across national borders because we have servers located worldwide and the companies we hire to help us run our business are located in different countries.

How long will you keep my personal information?

We will retain your personal information for as long as necessary to provide you with the product and services you have requested and as needed to comply with our legal obligations and enforce our agreements.

Will you transfer my personal information across national borders?

We primarily store information about our visitors, members, and customers in the United States. However, we may transfer your personal information across national borders to other countries in compliance with applicable laws. If you are a European resident, we transfer your data based on one or more of the following legal mechanisms: Standard Contractual Clauses.

What access do I have to the personal information that you collect?

Under the law of some countries, you have the right to:

To review, correct, delete or otherwise modify this information, or to remove your email address from our marketing database, please email your request to info@ConexusCRM.com or otherwise review the “Contacting Us ” section beloww. Requests to access, change, or delete your information will be addressed within a reasonable timeframe and in all cases within 30 days.

To protect customer privacy and security, we reserve the right to take reasonable steps to verify your identity prior to granting access to or processing changes or corrections to such information.

Please note that we need to retain certain information about you for legal and internal business reasons, such as fraud prevention. We will retain your personal information for as long as necessary to provide you the services you have requested and as needed to comply with our legal obligations and enforce our agreements.

What if I have a dispute about how you handle my personal information?

If you are an E.U. resident and you have a dispute about how we are handling your personal information, you have the right to complain to a supervisory authority to enforce your rights. You can contact ConexusCRM’s lead supervisory at: .

Will you market products or services to me?

ConexusCRM and companies we hire to help us market our web pages and services on our behalf may use your information to provide you with information and offers related to our services. You may decline to receive these offers by contacting us .

You may also opt out of receiving future promotional/marketing messages from us by clicking the “unsubscribe” link found in the footer of our email messages. Please note that if you opt out of promotional/marketing messages, you may continue to receive certain communications from us, such as administrative and services announcements and/or messages about your account/profile.

Will this privacy policy change?

If our information practices change at some time in the future we will post the changes to our Privacy Statement web page to notify you of these changes. We encourage you to periodically review this Privacy Statement for the latest information on our privacy practices.

Contacting Us

© 2025 ConexusCRM . Any rights not expressly granted herein are reserved by ConexusCRM.

ConexusCRM is a registered trademark of ConexusCRM . IOS is a registered trademark of Cisco Systems, Inc. Android is a trademark of Google Inc. Facebook is a registered trademark of Facebook, Inc. Twitter is a registered trademark of Twitter, Inc.

Acceptable Use Policy

All products and services provided by ConexusCRM may be used for lawful purposes only. Transmission or storage of any information, data or material in violation of any United States Federal, State or local laws is strictly prohibited. Customer agrees to indemnify and hold harmless ConexusCRM from any claims resulting from Customer’s use of the service which damages Customer or any other parties, including attorney’s fees.

NOTICE: Load balancing activity is prohibited by the card schemes and banks and will lead to termination of your merchant facilities if discovered.

ConexusCRM will not be liable for any interruptions in service or other monetary loss related to enforcement of the ConexusCRM Terms of Service (TOS), including this Acceptable Use Policy.

  1. Services Provided:
    ConexusCRM provides Customer with Web-based sales and marketing automation software that includes e-mail, fax, voice broadcast, e-Commerce and affiliate functionality. All services provided must be used by Customer in compliance with the ConexusCRM Terms of Service.

  2. Customer Obligations:
    Customer agrees to use ConexusCRM’s services in a manner that is legal, appropriate and in conformity with industry standards and to respect the privacy of consumers. More specifically, Customer agrees to abide by ConexusCRM’s requirements governing the use of the various components of the services, as described below:E-Mail: ConexusCRM strictly prohibits any involvement in Unsolicited Commercial E-mail campaigns (UCE, more commonly called “Spam”).
    ConexusCRM maintains a Zero-Tolerance policy against Spam, whether direct, indirect or through any affiliate or agent acting on the Customer’s behalf.
    As determined by ConexusCRM’s sole discretion, Customer shall have proof that all individuals in the Customer’s database have opted in or otherwise agreed to receive communications from Customer.
    All lists used in conjunction with the services provided by ConexusCRM are required to be 100% solicited (opt-in) lists. This means that the individuals on the list have explicitly agreed to receive information from your business entity. The practice of bartering, purchasing or renting lists of names and sending e-mails to those people is strictly prohibited. Marketing lists containing email addresses within ConexusCRM cannot be shared/duplicated/transferred between individual applications.
    Furthermore, in accordance with CAN-SPAM legislation, all e-mail messages sent using ConexusCRM’s services must use the ConexusCRM-provided opt-out link, must include a valid physical address of the sender and must contain a clear subject line that does not mislead the recipient as to the contents of the e-mail. Customers are advised to consult their own attorney to ensure compliance with all Federal, State and local laws.
    The opt-out link may not be excessively “padded” with line-breaks or similar means to deceive recipients.
    The complaint rate (“feedback rate”) may not exceed the accepted industry standard at the time of transmission. Failure to comply will result in penalties and restrictions as defined under Violations and Penalties, below. As of this writing, the industry standard for complaint rates is less than .1% (1/1000) on a per Email/Internet Service Provider basis. It is Customer’s sole responsibility to maintain under the then-current industry standard.
    Unsubscribe requests must be processed immediately.
    Fax: ConexusCRM strictly prohibits the use of its facsimile (“Fax”) services for illegal or inappropriate purposes. Customer agrees that all faxing services provided by ConexusCRM will be used only for proper legal purposes and in a lawful manner. Customer must have permission from each recipient in order to send faxes to that recipient.
    Voice Broadcast: ConexusCRM strictly prohibits the use of its voice broadcasting services for illegal or unethical purposes. Customer agrees that all voice broadcast services will be used only for proper legal purposes and in a lawful manner.
    Customer may not send voice broadcasts to any individual listed on the National Do Not Call Registry unless Customer has express permission from the recipient to receive voice communications from Customer.

    E-Commerce: ConexusCRM provides e-Commerce services including Web Form(s), Sale Form(s), tracking links, redirected “Landing Pages,” etc. Customers may not send unsolicited communications whether through ConexusCRM’s services or by means of third-parties which direct individuals to any ConexusCRM e-Commerce services that reference ConexusCRM.

    Affiliates: Any and all of Customer’s affiliates are bound by the terms of the ConexusCRM Terms of Service. Customer is solely responsible for ensuring their affiliates are compliant to the ConexusCRM Terms of Service. Customer’s failure to ensure their affiliates’ compliance will be subject to the enforcement these policies.

    Privacy Policy: Customer must publish, enforce and abide by a privacy policy which protects its customers’ personal information in its possession or under its control. Such privacy policy at a minimum must be as stringent as ConexusCRM’s Privacy Policy. In particular, Customer agrees that it will not sell, loan or in any way pledge or hypothecate the personal information of its customers to any other person or entity by way of joint venture or any other agreement.

  3. Violations and Penalties:
    Customers who fail to comply with the terms of the ConexusCRM Terms of Service will be subject to the following penalties, including, but not limited to, immediate termination of service.Complaints: A $250 investigation fee may be assessed to Customer’s account for each complaint of unauthorized communication that ConexusCRM receives involving a Customer’s account. This non-refundable fee goes toward confirming complaints either digitally or verbally between sources of complaints. “Complaints” may include, but is not limited to individual reports e-mailed to abuse@tryconexus.com, third-party ISP complaint notifications, notification from anti-spam organizations such as “SpamCop” and internal heuristic research performed.
    Notice and Communication of Complaints: Upon receiving a complaint, ConexusCRM will notify Customer of said complaint and investigate the validity of the complaint. If Customer does not take immediate remedial action to rectify the situation, ConexusCRM reserves the right to suspend Customer’s service until Customer has resolved the situation to ConexusCRM’s satisfaction, at ConexusCRM’s sole discretion. “Customer Notification” — ConexusCRM will make a reasonable effort to contact Customer in the form of e-mail, telephone and login notification within the ConexusCRM Application; sourced from information currently on file.
    Confirmed Violations, Unsolicited E-Mail: A $250 non-refundable investigation fee will apply per complaint in the event ConexusCRM determines that Customer sent an unsolicited communication to a recipient who did not agree to receive communications from Customer. In the event of multiple complaints, ConexusCRM services may be suspended in order to maintain integrity of services provided. Services can only be reinstated by meeting the criteria as determined by ConexusCRM to minimize and address complaints.
    Confirmed Violations, Complaint Rate, Reactivation Fee: In the event complaint rates exceed industry standards, ConexusCRM will immediately suspend e-mail services and notify Customer via e-mail and/or telephone. A $200 “Service Reactivation Fee” will be applied toward the Customer’s account for investigation resources spent toward identifying and addressing high complaint rates.
    Excessive, Widespread and/or Repeated Violations: In accordance with ConexusCRM’s Zero-Tolerance No-Spam Policy, ConexusCRM will immediately terminate the account of any Customer found to be involved in a non-compliant marketing campaign or other widespread or repeated violation of the ConexusCRM Terms of Service. All data contained in Customer’s account will be permanently removed. Customer will be held accountable for any monetary damages suffered by ConexusCRM, due to Customer’s actions or inactions. Such monetary damages may include, but are not limited to, loss of Web services, regulatory penalties (e.g., FTC) and punitive damages related to lost clients and revenues due to said violation. The determination of what constitutes an “excessive, widespread and/or repeated violation” of this policy will be determined by ConexusCRM.

  4. Reservation of Rights:
    ConexusCRM reserves the right to terminate Customer’s account for any violation of the ConexusCRM Terms of Service.ConexusCRM reserves the following rights:
    Questionable Practices (“Inappropriate Use”):
    ConexusCRM may terminate Customer’s account if Customer engages in any practice that is, in ConexusCRM’s sole discretion, objectionable, unlawful, obscene, pornographic, threatening, abusive, libelous or hateful, or that encourages conduct which would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law. This includes, but is not limited to:

  5. content that in any way exploits minors under 18 years of age

  6. viruses, worms, phishing, malware, or any other potentially harmful software

  7. marketing to any lists of associations, memberships, voters or realtors, or any other lists whose recipients did not express explicit consent to receive such marketing material

  8. products, services, or content that are often associated with abusive business practices or spam, such as:

  9. pornography or illicitly pornographic sexual products, including but not limited to adult magazines, video and software, escort services, dating services, or adult “swinger” promotions

  10. illegal drugs, software, media, or other goods

  11. manufacture, importation, possession, use and/or distribution of marijuana or any other violation of the Controlled Substances Act

  12. instructions on how to assemble or otherwise make bombs, or other weaponry

  13. online and direct pharmaceutical sales

  14. debt collections, credit repair and debt relief offerings

  15. stock picks or promotions

  16. “get rich quick” and other similar offers

  17. promoting pyramid schemes or network marketing (i.e. MLM) businesses

  18. odds making and betting/gambling services, including but not limited online casino games, and sporting events

Change of Terms and Conditions
ConexusCRM reserves the right to change the terms and conditions of this Policy, as needed. Use of ConexusCRM’s software and/or services by Customer after said changes constitutes Customer’s acceptance of the new Policy. ConexusCRM will inform Customer when significant changes are made to any policies under the ConexusCRM Terms of Service by means of the Customer’s e-mail, currently on file.

ALL CUSTOMERS AND AFFILIATES ARE EXPECTED TO AGREE TO ALL TERMS CONTAINED HEREIN. DIGITAL ACCEPTANCE IS ACHIEVED WHEN CUSTOMERS OR AFFILIATES ACCESS OR IN ANY WAY USE ConexusCRM SERVICES.

FAILURE TO AGREE AND COMPLY WILL RESULT IN IMMEDIATE TERMINATION OF SERVICES.

NON-COMPETE.

The User, whether it be system User or API User agrees that during the term of the Agreement and for two years thereafter, User will not develop, reengineer ConexusCRM technology, offer, sell or distribute a competing technology to the ConexusCRM Service. A competing service is defined as a service that seeks to acquire Users for the purpose of offering a customer relationship management (CRM) or campaign management software system. User understands that violation of this clause is grounds for immediate termination of the Agreement by ConexusCRM with no liability on the part of ConexusCRM and further User understands that ConexusCRM may seek equitable relief to stop the violation and competing activity as well as any other relief available under the law.

Billing Policy

Usage of ConexusCRM products and services constitutes customer’s acceptance of ConexusCRM’s billing policy, and all customers must comply with this billing policy.

Special note regarding signed contracts: If you entered into a signed contract for your services, such as an annual contract, please review your contract for specific terms relating to your obligations in addition this billing policy. In the event the terms of your signed contract conflict with these terms, the signed contract will prevail.

Billing Cycle

Fees

ConexusCRM Services
Services purchased from ConexusCRM must be used within the timeframe specified at the time of purchase. Service fees are nonrefundable. In the event of cancellation, ConexusCRM will not prorate any portion of unused Service fees and amounts due to ConexusCRM must be paid in full.

Third Party Products and Advertising Usage
In the event ConexusCRM collects fees for any third-party products and/or services, including but not limited to advertising usage, the fees are non-refundable.

Payment Methods
ConexusCRM accepts payments via credit/debit card. ConexusCRM currently accepts American Express, MasterCard, and VISA credit/debit cards.

Subscription Billing
Invoices are generated, and payments are collected at the beginning of each billing period. Customer billing periods typically begin on the day of the month in which the customer purchased the ConexusCRM subscription. Customers must request to cancel their subscriptions per the terms defined in the Agreement. In the event of cancellation, customers will still have access to their applications through the end of their final billing period. ConexusCRM will not prorate any portion of unused subscription services. All subscription fees are nonrefundable.

Cancellation Process
Creating a Cancellation request: A request to cancel an ConexusCRM application must be initiated per the terms defined in the Agreement. Emailed requests to cancel are required and can be sent to admin@ConexusCRM.com. Customers are encouraged to keep records of all communications regarding cancellation.

Simply canceling the credit/debit card associated with an ConexusCRM account does not cancel the account. ConexusCRM will continue to treat this as an open account and the billing cycle will continue, resulting in a past due account that may be turned over to a third-party collection service. It is imperative that you submit an email per the terms of the contract if you wish to initiate cancellation of your ConexusCRM account.

Finalizing the Cancellation:
After a request to cancel has been initiated, you must speak with a member of the cancellation team to finalize the cancellation. Cancellations will take effect on the last day of the billing period in which the cancellation was processed by the cancellation team, subject to the terms of the “Subscription Billing” paragraph above.

Cancellation of an account does not dismiss outstanding invoices or nullify previously agreed charges, such as payments for third party fees, charged in installments or annual contract charges, portions of which may not yet have been invoiced when you cancelled. At the time of cancellation, any outstanding balance must be settled. All cancelled accounts with an outstanding balance may be turned over to a third-party collection service.

Billing Disputes
Each ConexusCRM customer agrees to provide ConexusCRM 30 days to attempt settlement of any billing dispute before disputing with any third-party credit/debit card company or bank. Should ConexusCRM receive a chargeback from a third-party credit/debit card company or bank on the customer’s behalf before ConexusCRM has been given a chance to resolve the issue, ConexusCRM has the right to charge the customer for its time spent in resolving such disputes and any associated fees incurred by ConexusCRM, in addition to the $50 chargeback fee mentioned above. Regardless of the outcome of the chargeback, ConexusCRM retains the right to collect on any Services or fees that are due. ConexusCRM may submit any disputed amounts to a collection agency. Once a chargeback has been received, ConexusCRM has the right to suspend the account until the matter is resolved.

Refunds
Subscription and Service fees are non-refundable and will not be prorated at any time.

Anti-Corruption and Bribery Policy

The following Anti-Corruption and Bribery Policy (“Policy”) was adopted by the ownership and management of ConexusCRM .

Policy

ConexusCRM , its subsidiaries and its affiliates (collectively, the “Company”) value honesty, integrity, transparency and professionalism in dealings with clients, suppliers, competitors and government officials alike. It is the policy of the Company to compete fairly and engage in business practices that comply with the Corruption of Foreign Public Officials Act (“CFPOA”) and the Criminal Code (“Criminal Code”) in Canada, the Foreign Corrupt Practices Act of 1977, as amended (“FCPA”) in the United States, and the Anti-Bribery Act, 2010 in the United Kingdom, together with all other anti-corruption and anti-bribery laws and regulations applicable to the Company’s business anywhere in the world (“Anti-Corruption Laws”).

Application and purpose

This Policy applies to all directors, officers, employees, and independent contractors of the Company worldwide (“Company Personnel”). Its purpose is to advise Company Personnel of their anti-bribery and anti-corruption obligations and to ensure compliance by Company Personnel with Anti-Corruption Laws. It also provides guidance on identifying potential risks, dealing with challenging situations, and reporting when those situations violate or may lead to a violation of this Policy and Anti-Corruption Laws.

In addition, the Company expects its agents, consultants, representatives, lobbyists, suppliers, vendors, contractors, advisors, business partners and any other person that performs services for or on behalf of the Company (each, an “Intermediary”) to comply with the principles contained in this Policy.

The Company has zero tolerance for corrupt activities of any kind. Bribes or other improper or unauthorized payments, or acts that create the appearance of promising, offering, giving, or authorizing such payments, are prohibited by this Policy. Company Personnel are expected to adhere to both the spirit and the letter of this Policy with respect to the Company’s business anywhere in the world.

Failure to comply with this Policy or Anti-Corruption Laws will be grounds for disciplinary action up to and including termination of employment or other relationship with the Company, may require restitution and may lead to civil or criminal action against individual Company Personnel. If Company Personnel are in or aware of a situation that they believe may violate or lead to a violation of this Policy, they must ask for guidance from their manager or other personnel in a superior position or follow the guidelines described under “Compliance Procedures” in the Company Code of Business Conduct and Ethics or in the Whistleblower Policy.

Definitions

The following definitions are to serve as a guide for some of the words or phrases that could otherwise be left up to interpretation.

“Bribe” includes payments to a Public Official or other persons for an “improper purpose”, which could include:

influencing any act or decision of the recipient in his or her official capacity;
inducing the recipient to do or omit to do any act in violation of his or her lawful duty;
inducing the recipient to influence any act or decision of a government or instrumentality of a government; or
securing any improper advantage,
in order to secure, gain or retain regulatory approvals, contracts, business advantages or other benefits. This includes payments, entertainment or other gifts or courtesies.

“Corruption” means the misuse of power to influence an outcome or to encourage a form of behavior which may not have occurred otherwise.

“Entertainment” (including, but not limited to, beverages, recreation, lodging, transportation, and tickets) is an event with a specific business purpose.

“Facilitation payments”, which are sometimes referred to as “grease” or “speed” payments, include any payment to a Public Official in his or her personal capacity to secure or expedite routine governmental action, for example, to expedite customs clearances; to obtain permits, licenses, or other official documents to qualify a person to do business in a foreign country; or to process routine governmental papers such as visas or work orders; for clarity, facilitation payments do not include the legitimate payment of official fees paid directly to a government or agency or enterprise of the government in accordance with established fee schedules or other official documents.

“Gift” means any item of monetary value.

“Government” includes any federal, provincial, national, state, or local government together with any agency, instrumentality or other body thereof including hospitals or other health facilities, research institutions, utilities, public universities, or sovereign wealth funds which are owned or operated by a government and including regulatory agencies or government-controlled or affiliated businesses or corporations.

“Payment” refers to and includes any direct or indirect offers to pay, promises to pay, authorizations of or payments of anything of value including but not limited to, cash or cash equivalents, gifts, services, employment offers, loans, travel expenses, entertainment, political contributions, charitable donations, subsidies, per diem payments, sponsorships, honoraria, or provision of any other asset, even if nominal in value.

“Public Official” means a person who holds a legislative, administrative, or judicial position in Government; a person who performs public duties or functions for Government; an official or agent of a public international organization; or elected officials, candidates for public office, political parties, and officers, personnel, representatives and agents of political parties.

Prohibition on corruption

Company Personnel are prohibited from engaging in corrupt practices, including bribes, in the Company’s business dealings both in the private and government sectors and such conduct will often constitute a violation of one or more Anti-Corruption Laws.

Given the broad prohibitions under the CFPOA and the FCPA and other Anti-Corruption Laws, Company Personnel must not directly or indirectly make, offer, or promise to make, or authorize any bribes, kickbacks or other improper payments, benefits or advantages to any person, individual, entity or organization, including, but not limited to, any Public Official or any employee, official, representative or agency of any:

government (including any government-owned or affiliated entity);
public international organization (such as the United Nations or the World Bank);
political party, including the party itself as well as candidates for public office;
non-governmental organization; or
private-sector company,
For any improper purpose, including for the purpose of influencing, inducing, or rewarding any act, omission or decision to secure an improper advantage or to obtain or retain business.

This Policy also prohibits “quid pro quo” payments, meaning that the payment is made with the expectation of receiving in return an improper benefit or advantage.

A violation of this Policy can occur even if the bribe or other corrupt practice fails to achieve the purpose for which it was intended. Under this Policy (and under applicable Anti-Corruption Laws) the fact of an offer or promise of a bribe will typically be sufficient to constitute a violation, and this Policy applies whether or not Company funds are used to finance the improper payment or other benefit.

Company Personnel are also prohibited from soliciting or accepting any bribe, kickback or other improper payments or benefits from the Company’s vendors or other persons in relation to the Company’s business.

The areas where corruption, including bribery, can most often occur include:

Gifts and Entertainment;
Facilitation Payments; and
Political, Community, and Charitable Contributions.
It is the responsibility of Company Personnel to be aware of how these situations may violate or lead to a violation of this Policy and Anti-Corruption Laws. Please consult with your manager or other personnel in a superior position for further guidance.

Gifts and entertainment

Gifts and entertainment are commonly offered as gestures of gratitude or tokens of appreciation. The Company allows these tokens and gestures when they are reasonable, proportional, made in good faith and in compliance with the Company’s Code of Business Conduct and Ethics and this Policy.

Examples of gifts and entertainment include the receipt or offer of gifts, meals, or items of limited value as well as invitations to events, functions or other social gatherings related to the Company’s business.

However, the CFPOA, FCPA and other Anti-Corruption Laws prohibit the provision or acceptance of money or things of value for corrupt or improper purposes. Therefore, Company Personnel must ensure that any gifts or entertainment are of a value that is in proportion to the situation at hand and should be occasional to avoid being interpreted as an attempt to influence a decision or act. When offering or accepting a gift or forms of entertainment consider:

The intended outcome: is the offering intended to build a relationship or could it be viewed as influencing a direct result (for example, in connection with a negotiation, request for proposals or a tender)?
Transparency and Reputation: If the offering were publicized, how would it reflect on the Company in the public realm or in front of Company shareholders?
Competition: How would the offering be perceived by the Company if it were made by a competitor?
In addition to complying with the CFPOA, FCPA and other Anti-Corruption Laws, Company Personnel must also ensure that the provision of a gift or entertainment or any other benefit does not violate local laws or policies that apply in the country where the recipient is located. Some countries impose express limits on the value of gifts, entertainment, or other benefit that a recipient can accept. This Policy prohibits gifts of cash or gift certificates or instruments that are easily convertible into cash in all instances.

Company Personnel should consult with their manager or other personnel in a superior position for further guidance on giving or accepting gifts or forms of entertainment or hospitality in most circumstances, but they must consult with their manager or other personnel in a superior position prior to providing any gifts or entertainment to any Public Official.

Facilitation payments

Facilitation payments are prohibited by this Policy and should not be made. Such payments will also typically breach Anti-Corruption Laws. If you are unclear on whether a payment may be a facilitation payment rather than a legitimate official fee, please consult your manager or other personnel in a superior position.

Political, community and charitable contributions

Political contributions, including but not limited to table purchases, using Company funds should not be made without authorization. Political contributions, as permitted by law, must be approved in advance by the appropriate stakeholders. Company Personnel must consult and comply with the Company’s policy on political donations and follow the appropriate processes prior to making any political contribution.

The Company believes in contributing to the communities in which it does business and permits donations to community projects, local and foreign charities and other recipients. Before making a contribution, the Company needs to be certain that donations to foreign-based charities and other recipients are not disguised illegal payments to foreign officials in violation of Anti-Corruption Laws. Company Personnel must follow the Company’s Guidelines for Charitable Donations before making any charitable donations on behalf of the Company.

The potential for corruption

Even if no bribe or other improper payment, benefit or gift is made directly, this Policy prohibits such bribes and other improper payments, benefits or gifts made indirectly through third parties or Intermediaries as these payments can still lead to a violation of Anti-Corruption Laws and to liability for both the individual Company Personnel and the Company itself.

This can occur if there is reason to believe that the person will engage in activity to obtain an improper benefit or otherwise to influence a Public Official or private organization by passing on all or a portion of such payment or gift. Therefore, Company Personnel should be on alert for indicia of potential violations, including the following:

The country in question is known for bribery or there have been regular media reports of bribery in that country;
The reputation of the local agent and the agent’s relationships;
Unusually large or small or unexplained commissions, bonuses, or rebates;
Requests for cheques payable to “cash” or “bearer”;
Requests for payments made to third country bank accounts;
Establishment of unusual or unexplained bank accounts or funds;
The absence or incompleteness of documentation to justify expenses or charges; and/or
Other similar suspicious conduct.
In certain cases, both the individual and the Company can be liable under the CFPOA and FCPA and other Anti-Corruption Laws even if the Intermediary was not expressly authorized to make the bribe or other improper payment or gift or to take other corrupt action but does so anyway. This can occur if Company Personnel have actual knowledge or a firm believe that a person will engage in corruption or consciously disregards, deliberately ignores or is wilfully blind to the Intermediary’s correct or improper practices.

Accounting and record keeping

In addition to the Company’s other obligations with respect to its financial statements and reporting, Ani-Corruption Laws require complete, thorough and accurate record keeping. Company Personnel must record each transaction or payment in the books and records of the Company so that the Company can fulfill these requirements. Any false or misleading statements or entries in the Company’s books and records are violations of not only Anti-Corruption Laws and the Company’s Code of Business Conduct and Ethics but are also acts of fraud and will not be tolerated.

Reporting and assistance

If any Company Personnel are approached by a Public Official, client or supplier representative, or any other person and is asked, directly or indirectly, to make a questionable payment or gift, the occurrence should be promptly and fully reported to a manager or other personnel in a superior position, who in turn shall report such occurrence to the Chief Executive Officer or Chief Operating Officer of the Company. Company Personnel may also report anonymously using the procedures outlined in the Company’s Whistleblower Policy.

EULA

This End User License Agreement (this “EULA”) is entered by and between the purchaser and/or end user (“Subscriber,” “You,” or “Your”) of the Software (defined below), and ConexusCRM (“ConexusCRM”), a Delaware Corporation as of the date you accept or execute this EULA (the “Effective Date”). Both ConexusCRM and Subscriber may be referred to herein individually as a “Party” and/or collectively as the “Parties.” Capitalized terms used in this EULA, other than those capitalized for grammatical reasons, are defined in the Section in which they are first used as indicated by bold type. This English language version of this EULA is the controlling version regardless of any translation.

IMPORTANT NOTE TO BE READ BEFORE ACCESSING OR USING THE SOFTWARE. ConexusCRM licenses the accompanying Software (defined below) to you only upon the condition you accept all of the terms contained in this Agreement (defined below). Before you click indicating acceptance of the purchase of, and prior to using the Software, you should carefully read all the terms and conditions of this Agreement. By clicking “select plan,” “activate now,” “submit,” “order now,” or “purchase” to open an account with ConexusCRM, or any other application made available by ConexusCRM, by your use of the Software, or by executing this EULA and completing the ConexusCRM purchase order, you are consenting to be bound by and are becoming a party to the contract formed by this EULA, and the attached Exhibits, including the purchase order, all payment terms, policies, practices, rules, standards and guidelines (collectively, the “Policies”) related to the Software and/or Services (defined below) (this EULA and the Policies, collectively referred to as, the “Agreement”) and also will be acknowledging that you have the authority to enter into this Agreement and bind yourself or your company, as applicable. If you do not agree to all of the terms of this Agreement, ConexusCRM is unwilling to license the Software to you, in which event do not click acceptance of its terms and stop the account setup process or any use of the Software.

Each Party agrees that any of its representatives, employees, affiliates, members or any person or entity acting on its behalf with respect to the provision of or use of the Services shall be bound by, and shall abide by, the terms of this Agreement.

ConexusCRM OFFERINGS; REGISTRATION

2. RIGHT TO USE.

3. INTELLECTUAL PROPERTY AND DATA

4. CONFIDENTIALITY

5. FEES, TAXES AND PAYMENT

6. MUTUAL REPRESENTATIONS AND WARRANTIES

7. SUBSCRIBER’S REPRESENTATIONS AND WARRANTIES

8. DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT: (a) SUBSCRIBER EXPRESSLY AGREES THAT ITS USE OF THE ConexusCRM OFFERINGS IS AT SUBSCRIBER’S OWN RISK AND SUBSCRIBER IS SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE ConexusCRM OFFERINGS MEET SUBSCRIBER’S REQUIREMENTS, AND (b) THE ConexusCRM OFFERINGS ARE AVAILABLE ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ACCURACY, OR IMPLIED WARRANTIES ARISING FROM COURSE OF PERFORMANCE OR COURSE OF CONDUCT. WE DISCLAIM ANY WARRANTY REGARDING THE AVAILABILITY, ACCURACY OR CONTENT OF THE ConexusCRM OFFERINGS, AND/OR INFORMATION, PRODUCTS OR SERVICES AVAILABLE THROUGH THE ConexusCRM OFFERINGS, OR ANY ECONOMIC BENEFIT YOU MAY GAIN FROM USE OF THE ConexusCRM OFFERINGS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU. ConexusCRM MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES AS TO THE LEVEL OF LEADS OR SIGNUPS GENERATED THAT SUBSCRIBER CAN EXPECT BY ENTERING INTO THIS AGREEMENT AND SUBSCRIBING TO THE ConexusCRM OFFERINGS.

9. INDEMNIFICATION

10. TERM AND TERMINATION

11. LIMITATION ON LIABILITY

SUBSCRIBER ACKNOWLEDGES AND AGREES THAT ConexusCRM SHALL NOT BE LIABLE HEREUNDER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING ANY LOSS OF USE, LOSS OF BUSINESS, OR LOSS OF PROFIT OR REVENUE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), EVEN IF ConexusCRM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. ConexusCRM’S TOTAL CUMULATIVE LIABILITY HEREUNDER, REGARDLESS OF THE FORM OF ACTION, WILL NOT EXCEED AN AMOUNT EQUAL TO ALL AMOUNTS ACTUALLY RECEIVED BY ConexusCRM FROM SUBSCRIBER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE INCURRENCE OF ANY SUCH LIABILITY. THE ESSENTIAL PURPOSE OF THIS PROVISION IS TO LIMIT THE POTENTIAL LIABILITY OF ConexusCRM ARISING OUT OF THIS AGREEMENT. THE PARTIES ACKNOWLEDGE THAT THE LIMITATIONS SET FORTH IN THIS SECTION 11 ARE REASONABLE AND ARE INTEGRAL TO THE AMOUNT OF CONSIDERATION LEVIED IN CONNECTION WITH SUBSCRIBER’S USE OF THE ConexusCRM OFFERINGS PROVIDED BY ConexusCRM HEREUNDER, AND THAT, WERE ConexusCRM TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS SET FORTH HEREIN, SUCH CONSIDERATION WOULD OF NECESSITY BE SET SUBSTANTIALLY HIGHER.

12. NONTRANSFERABLE/NON-ASSIGNMENT

Subscriber’s Use Rights to the ConexusCRM Offerings is not transferable or assignable. Any username, password or right given to you to obtain information or documents is not transferable or assignable. Notwithstanding the foregoing, either Party may assign the Agreement, and any of its rights hereunder, in connection with the sale of all or substantially all of its assets or stock sale, merger or other corporate reorganization resulting in a change of control, with the prior written consent of the other Party, which should not be unreasonably withheld.

13. NON-COMPETE

Subscriber agrees that during the Term and for two (2) years thereafter, Subscriber will not develop, reengineer ConexusCRM technology, offer, sell or distribute a competing technology to the ConexusCRM Offerings. A competing service is defined as a service that seeks to acquire Subscribers for the purpose of offering a customer relationship management or campaign management software system. Notwithstanding anything to the contrary in this Section 13, Subscriber shall be permitted to develop and utilize a service similar to the Subscription Services solely for use by Subscriber in connection with its own marketing activities, except where Subscriber may pirate, copy, or reengineer ConexusCRM technology, functionality or intellectual property. Subscriber understands that violation of this clause is grounds for immediate termination of the Agreement by ConexusCRM with no liability on the part of ConexusCRM and further Subscriber understands that ConexusCRM may seek equitable relief to stop the violation and competing activity as well as any other relief available under the law.

14. FORCE MAJEURE

With the exception of Subscriber’s contractual payment of Fees obligation, neither Party shall be liable for delays or failure to perform the Services or the Agreement due to causes beyond its reasonable control. Such delays include fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders or regulations, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed Party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed Party. However, the Party whose performance is so delayed shall use commercially reasonable, good faith efforts to minimize the effects of such delay and shall resume performance as soon as practicable.

15. MARKETING

Subscriber grants to ConexusCRM a non-exclusive license to use, reproduce, publicly and digitally display and perform, transmit and broadcast Subscriber’s name, logos, trademarks, trade names, service marks, URLs and slogans to advertise, market, promote and publicize the ConexusCRM Offerings, including the inclusion of Subscriber in ConexusCRM’s marketing materials and on ConexusCRM’s “Subscribers testimonial page.”

16. SERVICE LEVEL AGREEMENT

17. APPLICABLE LAW

The validity, interpretation, construction, and performance of this Agreement shall be governed by and construed in accordance with the internal substantive laws of the Commonwealth of Puerto Rico, without giving effect to its principles of choice of law or conflicts of law thereunder. Any action or proceeding seeking to enforce any provision of or based on any right arising out of this Agreement, may be brought against either of the parties in the courts of the Commonwealth of Puerto Rico, San Juan, or, if it has or can acquire jurisdiction, in the United States District Court located in San Juan, Puerto Rico, and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.

Process in any action or proceeding referred to in the preceding sentence may be served on either party anywhere in the world. In the event it shall become necessary for either party to take action of any type whatsoever to enforce the terms of this Agreement, the prevailing party shall be entitled to recover all attorneys’ fees, costs, and expenses, including all out of pocket expenses that are not taxable as costs, incurred in connection with any such action, including any investigations, demands, negotiations, mediation, arbitration, litigation, and appeals.

18. NOTICES

All notices or other communications required or permitted to be given hereunder must be (as elected by the Party giving such notice): (a) personally delivered at the address set forth on your Account; (b) transmitted by postage prepaid mail to the address set forth on your Account; or (c) faxed to the Party at fax number set forth on your Account. Except as otherwise specified herein, all notices and other communications will be deemed to have been given on: (x) the date of receipt if delivered personally; (y) the date that is five (5) days after posting if transmitted by mail; or (z) the date of confirmation receipt if faxed. A Party may change its address for purposes of this Section 18 by written notice to the other Party in accordance with this Section.

19. MISCELLANEOUS

Headings of Sections are for the convenience of reference only. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements or understandings between the Parties with respect to such subject matter. This Agreement may be modified by ConexusCRM from time to time at its sole discretion. Each updated or supplemented version shall supersede the prior version. No joint venture, partnership, employment, or agency relationship exists between you and ConexusCRM as a result of this Agreement or your use of the ConexusCRM Offerings. It is the express intent of the Parties that no Party is an employee of the other Party for any purpose but is an independent contractor for all purposes and in all situations. Each Party and its directors, officers, employees and agents may not represent that they are employees of the other Party, nor may they in any manner hold themselves out to be employees of the other Party. If any provision of the Agreement is being determined by a court of competent jurisdiction to be invalid or unenforceable, such provision will, to such extent as it is determined to be invalid or unenforceable, be reformed without further action by the Parties to the extent necessary to make the provision valid and enforceable and no other provision will be affected or impaired thereby. This Agreement may be executed in separate counterparts (each of which is an original and all of which will be deemed one and the same instrument). Counterparts may be executed either in original or faxed form and the Parties adopt any signatures received by a receiving fax machine as original signatures of the Parties. The word “including” is exemplary meaning “including, without limitation” or “including, but not limited to” unless otherwise indicated. The words “shall,” “will,” and “must” are each intended to be obligatory and to require performance of the stated condition, etc., at the applicable time during the Term. The word “may” is permissive, imparting a right, but not an obligation, to perform the stated action.