CRM Connect — Terms of Service

1. Introduction and Acceptance

These Terms of Service ("Terms") are entered into between RevOps Sherpas, LLC, a Nevada limited liability company with offices at 8360 W Sahara Ave., Suite 260, Las Vegas, NV 89117 ("RevOps Sherpas," "we," or "us") and the individual or entity subscribing to or using CRM Connect ("Customer" or "you"). By subscribing to, accessing, or otherwise using CRM Connect, you agree to be bound by these Terms. If you are agreeing on behalf of an entity, you represent that you have authority to bind that entity.

2. Definitions

• "CRM Connect" — the subscription-based integration service provided by RevOps Sherpas that connects supported Customer Relationship Management (CRM) platforms with Gong.io.
• "Customer Data" — any data (including Personal Data) that you or your authorized users submit to, or that RevOps Sherpas processes on your behalf through, CRM Connect.
• "DPA" — the RevOps Sherpas Data Processing Addendum, available on request.
• "Documentation" — the then-current user or technical documentation for CRM Connect made available by RevOps Sherpas.
• "Personal Data" — information relating to an identified or identifiable natural person, as that term (or any analogous term) is defined under applicable privacy laws (including GDPR, UK GDPR, and CCPA).
• "Subscription Term" — the term of your CRM Connect subscription as set out in your order, proposal, or Statement of Work.

3. Service Description

CRM Connect is a productized integration service that connects supported CRM platforms with Gong.io to enable data exchange between the systems. CRM Connect supports reading CRM data to enrich Gong and, when explicitly enabled by Customer, writing selected Gong data (such as call summaries, highlights, or trackers) back into the CRM. The service uses OAuth-based authentication; Customer authorizes access separately to each connected platform. Supported CRM platforms are as published by RevOps Sherpas from time to time.

4. License, Access, and Acceptable Use

Subject to these Terms and payment of applicable fees, RevOps Sherpas grants Customer a non-exclusive, non-transferable, non-sublicensable, worldwide license during the Subscription Term to access and use CRM Connect solely for Customer's internal business purposes.

Customer will not, and will not permit any third party to:

• reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying architecture, or algorithms of CRM Connect, except to the extent expressly permitted by applicable law;
• use CRM Connect to develop, train, or benchmark a competing product or service;
• resell, sublicense, rent, lease, or otherwise commercially exploit CRM Connect;
• use CRM Connect in violation of applicable law or the terms of Customer's agreements with any third party (including the connected CRM or Gong);
• use CRM Connect to transmit malicious code or to conduct denial-of-service or similar attacks;
• remove, obscure, or alter any proprietary notices, trademarks, or branding; or
• use CRM Connect to Process Personal Data of categories outside the scope disclosed in the DPA (including sensitive special-category data under GDPR Art. 9, sensitive Personal Information under the CCPA, payment card data, or protected health information) without RevOps Sherpas's prior written agreement.

5. Subscription, Fees, and Renewal

• CRM Connect is offered on a subscription basis. Subscription fees and any implementation fees are set out in the applicable order form, proposal, or Statement of Work ("Order").
• Subscription fees are typically invoiced annually in advance and are payable Net 30 unless otherwise agreed.
• Unless stated otherwise in the Order, subscriptions renew automatically for successive terms equal to the initial term unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term.
• Fees are exclusive of taxes, which are Customer's responsibility other than taxes on RevOps Sherpas's net income.
• Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.
• Fees are non-refundable except as expressly provided in these Terms or the applicable Order.

6. Customer Data, Privacy, and Security

• As between the parties, Customer owns all Customer Data. Customer grants RevOps Sherpas a limited, non-exclusive license to Process Customer Data solely to provide and support CRM Connect.
• Customer is responsible for: (i) the accuracy and completeness of Customer Data; (ii) obtaining all necessary rights, consents, and authorizations to provide Customer Data to RevOps Sherpas and to authorize the Processing contemplated by these Terms; and (iii) reviewing and approving which CRM fields and content are written back if the write-back feature is enabled.
• Processing of Personal Data is governed by the RevOps Sherpas Data Processing Addendum (DPA), which is incorporated into these Terms by reference and is available on request.
• RevOps Sherpas hosts Customer Data for UK/EU/EEA customers in Microsoft Azure West Europe (Amsterdam) and for U.S. and other non-EEA customers in Microsoft Azure US East.
• RevOps Sherpas publishes a current list of sub-processors in the RevOps Sherpas Sub-Processor List, available on request.
• Information about RevOps Sherpas's security program is summarized in the RevOps Sherpas Information Security Practices Overview, available on request.
• Information about personal data that RevOps Sherpas itself collects from website visitors, prospects, and other individuals is set out in the RevOps Sherpas Privacy Policy at [revopsherpas.com/privacy].

7. Intellectual Property

As between the parties, RevOps Sherpas owns and retains all right, title, and interest in and to CRM Connect, Telephony Connect, Call Migrations, and all other RevOps Sherpas services, including all components, connectors, scripts, templates, integrations, code, configurations, architectures, Documentation, tools, methodologies, know-how, frameworks, and reusable components, and any modifications, enhancements, derivative works, configurations, or implementations of any of the foregoing (collectively, "RevOps Sherpas IP"). No rights in RevOps Sherpas IP are granted except as expressly set forth in these Terms. For the avoidance of doubt, the configuration, implementation, deployment, integration, customization, enablement, training, or support of RevOps Sherpas IP does not transfer ownership of any RevOps Sherpas IP to Customer.

Feedback: If Customer provides suggestions, comments, or feedback to RevOps Sherpas about CRM Connect, Customer grants RevOps Sherpas a perpetual, irrevocable, royalty-free, worldwide license to use such feedback for any purpose, without attribution.

8. No AI Training on Customer Data

RevOps Sherpas will not use Customer Data to train, fine-tune, or otherwise develop any artificial intelligence or machine-learning model that is made available to or used for the benefit of any third party, and will not permit any sub-processor to do so.

9. Warranties and Disclaimers

RevOps Sherpas warrants that CRM Connect will be provided in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT FOR THE EXPRESS WARRANTIES IN THESE TERMS OR A SIGNED AGREEMENT, CRM CONNECT IS PROVIDED "AS IS" AND REVOPS SHERPAS DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. REVOPS SHERPAS DOES NOT WARRANT THAT CRM CONNECT WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF THIRD-PARTY OUTAGES (INCLUDING OUTAGES OF THE CONNECTED CRM, GONG, OR OTHER CONNECTED PLATFORMS).

Service levels (where offered) are set out in the applicable CRM Connect Service Level Exhibit or Order.

10. Limitation of Liability

EXCEPT FOR AMOUNTS EXCLUDED FROM THE CAP BELOW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OF BUSINESS, OR LOSS OF DATA.

EXCEPT FOR AMOUNTS EXCLUDED FROM THE CAP BELOW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO CRM CONNECT AND THESE TERMS WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER TO REVOPS SHERPAS FOR CRM CONNECT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

Exclusions from cap: The cap and exclusion of damages above do not apply to: (a) a party's breach of confidentiality obligations (other than breaches involving Personal Data, which are addressed in clause (c)); (b) a party's gross negligence, willful misconduct, or fraud; (c) a party's breach of the DPA or applicable data protection laws; (d) Customer's obligation to pay undisputed fees; (e) RevOps Sherpas's intellectual property indemnification obligations; or (f) any liability that cannot be limited as a matter of law. For clauses (c) and (e), each party's aggregate liability will not exceed three (3) times the amounts paid or payable under these Terms in the twelve (12) months immediately preceding the event giving rise to the liability.

11. Indemnification

RevOps Sherpas will defend Customer from third-party claims alleging that CRM Connect, when used in accordance with these Terms, infringes a third party's U.S., United Kingdom, European Economic Area, Canadian, Australian, or New Zealand patent, copyright, trademark, or trade secret, and will indemnify Customer for damages finally awarded in respect of such claims. RevOps Sherpas's obligations do not apply to claims arising from: (i) Customer Data; (ii) unauthorized modifications to CRM Connect; (iii) use in combination with items not supplied or approved by RevOps Sherpas where the claim would not have arisen but for the combination; or (iv) Customer's breach of these Terms.

Customer will defend RevOps Sherpas from third-party claims arising out of Customer Data, Customer's violation of law, or Customer's breach of these Terms.

12. Term, Termination, and Effect

• These Terms apply from the date Customer first accesses or subscribes to CRM Connect and continue until terminated.
• Either party may terminate these Terms or any Subscription Term for material breach that remains uncured for thirty (30) days after written notice describing the breach. Non-payment of undisputed fees more than sixty (60) days past due is grounds for immediate termination by RevOps Sherpas.
• Subscription Terms are not terminable for convenience except as expressly set out in the applicable Order.
• Either party may terminate immediately on written notice if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to a bankruptcy proceeding that is not dismissed within sixty (60) days.
• On termination, Customer's access to CRM Connect will cease. Customer Data will be returned or deleted in accordance with the DPA (typically within thirty (30) days of termination).
• Sections that by their nature should survive termination (including sections on intellectual property, confidentiality, fees accrued through termination, limitation of liability, indemnification, and governing law) survive.

13. Compliance with Law

• Each party will comply with all laws applicable to its performance under these Terms, including anti-bribery and anti-corruption laws (such as the U.S. Foreign Corrupt Practices Act and the U.K. Bribery Act).
• Customer will comply with all applicable export control and economic sanctions laws and will not access or use CRM Connect in any jurisdiction subject to comprehensive U.S., U.K., or E.U. sanctions, or if Customer is a restricted or denied party under any such laws.

14. Supersession by Signed Agreement

If Customer and RevOps Sherpas enter into a separate signed written agreement (including a Master Services Agreement, order form, or Statement of Work) covering CRM Connect, the signed agreement governs Customer's use of CRM Connect and supersedes these Terms to the extent of any conflict. In all other cases, these Terms govern.

15. Changes to These Terms

RevOps Sherpas may update these Terms from time to time. When we make material changes, we will update the Effective Date at the top of these Terms and, where Customer has provided an account contact, we will provide reasonable prior notice by email or in-product notice. The then-current Terms apply to all Subscription Terms beginning on or after their Effective Date. For existing Subscription Terms, the version of these Terms in effect at the start of the Subscription Term continues to apply unless the parties mutually agree to the updated Terms.

16. Governing Law and Venue

These Terms are governed by the laws of the State of Nevada, USA, without regard to its conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada for any dispute arising out of or relating to these Terms.

17. Miscellaneous

• Severability: If any provision of these Terms is held invalid or unenforceable, the remainder of these Terms remains in effect.
• Waiver: No failure or delay in exercising a right operates as a waiver of it.
• Assignment: Customer may not assign these Terms without RevOps Sherpas's consent; RevOps Sherpas may assign these Terms to an affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.
• Independent contractors: The parties are independent contractors; these Terms do not create a partnership, joint venture, or agency relationship.
• Force majeure: Neither party is liable for failure or delay in performance (other than payment) caused by an event beyond its reasonable control.
• Entire agreement: These Terms (together with any Order, the DPA, and any Service Level Exhibit) constitute the entire agreement regarding CRM Connect. Any conflicting terms in a Customer purchase order or similar document are expressly rejected.

18. Contact

• General questions: hello@revopsherpas.com
• Support: support@revopsherpas.com
• Security: security@revopsherpas.com
• Legal / privacy: legal@revopsherpas.com
• Mailing address: RevOps Sherpas, LLC, 8360 W Sahara Ave., Suite 260, Las Vegas, NV 89117, USA