These Click Thru Seller Terms and Conditions ("CTS Terms") are incorporated in and made a part of the SugarExchange Listing Agreement of SugarCRM Inc. and Seller (the "Exchange Agreement"). All defined terms used herein shall have the same meanings set forth in the Exchange Agreement. Furthermore, notwithstanding anything to the contrary in the foregoing or elsewhere in this CTS Terms, in the event of a conflict between the terms of the Exchange Agreement and this CTS Terms (except Section 7), the terms of the Exchange Agreement shall prevail.
1. Definitions. Any capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Exchange Agreement or as set forth below.
(a) "Click" means each occurrence of a user clicking on a link displayed for a Seller Product on the Site.
(b) "Click-Thru" means each occurrence of a Click that automatically transfers the user from the Site to the Seller's Site.
2. Provision of Links. During the term of the Exchange Agreement, SugarCRM shall include a link to the Seller's Site from the Site which shall only use a hypertext transfer button or text links to a page specified by Seller ("Click Thru Link"). Such Click Thru Links may contain only the particular Seller Mark specified by Seller. SugarCRM shall use only those Links provided by Seller to SugarCRM, or those approved in writing by Seller, and shall substitute those Click Thru Links with any new Click Thru Links that Seller may provide from time to time during the term of this Agreement. Seller will be responsible for including all licenses and/or agreements with respect to Seller Products on Seller's Site.
3. Seller's Payment Obligations, Seller will pay SugarCRM the amount listed in Exhibit A to the Exchange Agreement for the relevant Seller Product for each Click-Thru in a calendar quarter, whether or not the Click Thru results in a sale.
4. Statistics. SugarCRM makes no guarantee with respect to usage statistics or Click-Thrus for any Seller Product.
5. SugarCRM's Additional Obligations. SugarCRM represents and warrants to Seller that SugarCRM will not, and will not permit, induce or encourage any third party to, generate fraudulent impressions of or fraudulent Click-Thrus on the Site, including, but not limited to, using robots or other automated query tools and/or computer generated search requests, and/or the fraudulent use of other search engine optimization services and/or software.
6. Indemnification. Seller shall bear full responsibility for all products or services offered, sold or licensed through the Seller's Site. Seller hereby agrees to indemnify, defend and hold harmless SugarCRM and its officers, directors, agents, affiliates and employees from and against any and all claims, actions, liabilities, losses, expenses, damages and costs (including court costs and reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings arising out of the distribution or use of the Seller Product.
7. Limitation of Liability. THE LIABILITY OF SUGARCRM FOR ANY LIABILITY ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT FOR A SELLER PRODUCT, SHALL NOT EXCEED THE AMOUNT PAID TO SUGARCRM UNDER THIS AGREEMENT DURING THE PRIOR TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE ACT OR OMISSION GIVING RISE TO THE LIABILITY FOR SUCH SELLER PRODUCT, REGARDLESS OF THE FORM OF ACTION GIVING RISE TO SUCH LIABILITY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE).