These Hosted Purchase Seller Terms and Conditions ("HPS 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 HPS Terms, in the event of a conflict between the terms of the Exchange Agreement and this HPS Terms (except for Section 6 of the HPS Terms), the terms of the Exchange Agreement shall prevail.
1. Licenses. Seller grants to SugarCRM a worldwide, non-exclusive, worldwide license under all Seller's copyrights, patents and trade secrets to reproduce, distribute, perform and display the Seller Products listed as Hosted Purchase Seller products on Exhibit A to the Exchange Agreement on the Site.
2. Marketing of the Seller Products. Except for reproduction and distribution of the Seller Product for the purposes of providing the Seller Product on the Site, each distribution of a Seller Product to an end user shall be pursuant to Seller's current end user license agreement ("Seller EULA") which shall include at a minimum a disclaimer of warranties for SugarCRM and a limitation of liability for SugarCRM to the cost of the Seller Product. The Seller EULA may vary by Seller Product. Seller will provide to SugarCRM the Seller EULA in the format requested by SugarCRM.
3. Records. Seller agrees to make and to maintain until the expiration of two (2) years after the last payment under this Agreement is due, complete books, records and accounts regarding sales of the Seller Products and payments due SugarCRM hereunder.
4. SugarCRM's Obligations. SugarCRM shall use reasonable commercial efforts to maintain the availability of the Site to the public and the e-commerce functions of the Site to permit distribution of the Seller Products SUGARCRM MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE ECOMMERCE FUNCTIONS, THE SUGARCRM MARKS, OR THE SITE INCLUDING (WITHOUT LIMITATION) IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERFERENCE AND ACCURACY OF INFORMATIONAL CONTENT. SUGARCRM MAKES NO REPRESENTATION THAT THE OPERATION OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, AND SUGARCRM WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
5. Payment. Seller will pay SugarCRM the percentage of gross revenues from the sale of the Seller Product from the Site with such gross revenues evidenced by SugarCRM's records from SugarCRM's e commerce engine. SugarCRM shall provide Seller with a notice of the amount of gross revenue for each Seller Product within 30 days of the last day of the calendar quarter. The purchaser will be transferred from the Site to a third party payment system such as PayPal to complete the transaction between Seller and the purchaser.
6. 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).