Terms of Service for Component CRM WebApp

1. Acceptance

Use of the software-as-a-service platform known as ComponentCRM (“Service”), provided by Devion Creative Enterprises LLC (“Provider”), constitutes acceptance of these Terms of Service (“Terms”). Any individual or entity utilizing the Service is considered a “Subscriber.” Acceptance of these Terms must be executed by an authorized administrator of the Subscriber (“Administrator”). By accepting these Terms, the Administrator acknowledges responsibility for:

• Binding all individuals who access the Service under the Subscriber’s control.

• Informing each end user of the obligations and rules set forth in these Terms before granting access to the Service.

If the Subscriber does not agree to these Terms, the Subscriber must discontinue use of the Service immediately.

2. Definitions

1. Service: Refers to the ComponentCRM platform, including any related websites, modules, or software applications.

2. Provider: Devion Creative Enterprises LLC, the entity offering the Service.

3. Subscriber: Any individual or entity that creates an account or accesses the Service under these Terms, typically represented by an Administrator.

4. Parties: Collectively refers to the Provider and the Subscriber.

5. Confidential Information: Defined in Section 15 (Mutual Confidentiality).

3. Cookies and Consent

1. Types of Cookies Used

   • The Service employs only functional cookies and user-experience (UX) cookies necessary for operation and enhancement.

   • No third-party or analytics cookies are deployed.

2. Consent Requirements

   • The Subscriber agrees to obtain and maintain all legally required consents from individual users under the Subscriber’s control (e.g., employees, agents) for the use of cookies, especially in jurisdictions subject to the European Union’s regulations.

   • If cookies are rejected, certain Service features (including login) may be disabled or may not function properly.

3. Cookie Duration and Storage

   • Some cookies expire at the end of a session, while others persist until cleared or until a set expiration date.

   • Cookie data is stored on servers configured with strict firewall and whitelist settings.

4. Blocking Cookies

   • Any user operating under the Subscriber’s authority may block or delete cookies via browser settings; however, this action may cause reduced functionality or disable core Service features.

   • Questions regarding cookies should be directed to the Subscriber’s internal management team, which may contact the Provider if necessary.

5. No Sale or Sharing of Data

   • The Provider does not sell or share personal data collected through cookies or any other mechanism, consistent with relevant U.S. and California laws.

4. Eligibility and Minors

1. Use of the Service is limited to individuals at least 13 years of age.

2. Collection of personal data from children under 13 is not knowingly permitted.

3. Any use in violation of the Children’s Online Privacy Protection Act (COPPA) or similar laws is expressly prohibited.

5. Subscriber Accounts and Security

1. Account Creation

   • Each user acting for or on behalf of the Subscriber must register with accurate, current, and complete information.

   • Account credentials (username/password) must be kept confidential.

2. Security Obligations

   • Secure passwords are recommended to protect accounts.

   • Any unauthorized account access or suspected security breach should be reported to the Provider immediately.

   • The Provider is not liable for losses or damages arising from the Subscriber’s failure to adhere to these obligations.

6. Subscription and Payment Terms

1. Billing Cycle

   • Subscription fees are billed at agreed-upon intervals, typically on the 1st of each month (unless otherwise stated in a separate written agreement).

   • Payment must be made in accordance with invoice terms or separate written agreements.

2. Cancellation

   • The Subscriber may cancel the subscription at any time.

   • Cancellation takes effect at the end of the current contract period, as defined by the Subscriber’s specific plan or written agreement with the Provider.

   • No prorated refunds are provided unless explicitly stated in a separate written agreement.

7. License and Acceptable Use

1. License Grant

   • The Provider grants a non-exclusive, non-transferable, revocable license to use the Service for internal business purposes of the Subscriber.

2. Prohibited Activities

   • The Service may not be used for any illegal or unauthorized purpose.

   • Attempts to decompile, reverse engineer, or otherwise exploit the software beyond the scope of these Terms are prohibited.

8. Suspension and Termination

1. Nonpayment or Illegal Activity

   • The Provider reserves the right to suspend or terminate access if the Subscriber fails to pay fees or if there is reason to believe the Service is being used for illegal activity.

2. Data Retention and Deletion

   • Upon suspension, termination, or cancellation, data may be retained for a limited period (determined by the Provider) before deletion.

   • Recovery of deleted data is not guaranteed.

9. Data Handling and Security

1. Data Storage

   • All data, including personal information, is hosted on servers with physical and network-based safeguards that meet or exceed industry standards.

   • Infrastructure is provided by Amazon Web Services or a similarly secured platform.

2. Data Processing Agreement (DPA)

   • A Data Processing Agreement outlines how a data processor (the Provider) handles personal information on behalf of a data controller (the Subscriber), particularly under EU GDPR.

   • Subscribers handling data subject to the GDPR may require a DPA; inquiries should be directed to the Provider.

3. Security Disclaimer

   • Despite employing industry-standard security measures, no system is 100% secure, and liability for breaches beyond reasonable control is disclaimed.

10. Indemnification

The Subscriber agrees to indemnify and hold the Provider harmless from and against any claims, liabilities, damages, losses, or expenses (including reasonable attorneys’ fees) that arise from:

1. Misuse of the Service by the Subscriber or any user acting on the Subscriber’s behalf;

2. Breach of these Terms;

3. Illegal or unauthorized activities conducted using the Service.

11. Disclaimer of Warranties and Limitation of Liability

1. Disclaimer

   • The Service is provided on an “as is” and “as available” basis. All implied or express warranties are disclaimed to the maximum extent permitted by law.

2. Liability Cap

   • The Provider’s total liability for any claim shall not exceed the total subscription fees paid by the Subscriber during the then-current subscription period or contract term.

   • No liability exists for indirect, incidental, special, consequential, or punitive damages to the fullest extent permitted by law.

12. Governing Law and Dispute Resolution

1. Governing Law

   • These Terms and any related disputes are governed by the laws of the State of Wyoming, excluding conflict-of-law rules.

2. Mediation as Final Resolution

   • All disputes shall be resolved exclusively via mediation.

   • The Provider will present a list of mediators for mutual selection.

   • Mediation fees will be paid by the Provider.

   • The mediator’s decision is final and binding, with no further legal action permitted.

13. Modifications to the Terms

• The Provider may modify these Terms at any time.

• The Subscriber will be notified via an in-application method, and continued use of the Service constitutes acceptance of the updated Terms.

14. Entire Agreement

• These Terms, together with any referenced policies or agreements (including the integrated cookie disclosures in Section 3 and any required DPA), form the complete and exclusive understanding between the Parties. All prior or contemporaneous agreements, communications, or understandings are superseded.

15. Mutual Confidentiality (NDA)

1. Purpose

   • The Parties wish to exchange or have exchanged confidential information in connection with the Subscriber’s use of the Service.

2. Definition of Confidential Information

   • “Confidential Information” includes non-public, proprietary, or sensitive information disclosed by one Party to the other in any form (oral, written, electronic), including but not limited to trade secrets, business plans, financials, technical data, or customer lists.

3. Obligations of Confidentiality

   • The receiving Party shall use Confidential Information solely for legitimate business purposes related to the Service.

   • Confidential Information must be protected with the same degree of care used to protect the receiving Party’s own confidential materials, but no less than a reasonable standard of care.

   • Disclosure to third parties is prohibited without prior written approval from the disclosing Party.

4. Exclusions

   • Confidential Information does not include information that:

     1. Was already known without obligation of confidentiality;

     2. Became publicly available through no fault of the receiving Party;

     3. Is independently developed without use of the Confidential Information;

     4. Is lawfully obtained from a third party without restriction;

     5. Relates solely to the fact that the Subscriber’s service arrangement with the Provider has ended, provided no other Confidential Information is disclosed in connection with that statement.

5. Term

   • The obligations of confidentiality in this Section remain in effect for a period of five (5) years after the latest of:
     (a) the date the Subscriber ceases using the Service, or
     (b) the date any business discussions end.

6. No License or Transfer of Rights

   • This NDA creates no license or transfer of ownership to any Confidential Information.

7. No Warranty

   • All Confidential Information is provided “as is,” without any express or implied warranty of accuracy or completeness.

8. Dispute Resolution

   • Any dispute or alleged breach of this NDA shall be resolved under the mediation terms specified in Section 12.2 of these Terms.

9. Severability

   • If any portion of this NDA is deemed invalid by a court of competent jurisdiction, all remaining provisions shall remain in effect, and the Parties shall endeavor to replace the invalid provision with one that reflects the original intent.

Inquiries or Additional Details
Any questions regarding these Terms, confidentiality provisions, or other aspects of the Service may be directed to Devion Creative Enterprises LLC through the communication channels provided in official Service documentation.