General Terms & Conditions Crunchr Software
 
Focus Orange Technology BV, a private limited liability company, having its registered office and maintaining a place of business at James Wattstraat 77, (1097 DL) Amsterdam, the Netherlands, registered in the Trade Register of the Chamber of Commerce under number 61307068, referred as: “Crunchr”, develops several standard Internet software named “Crunchr” for HR reporting and analytics. This software will enable the Customer to draw up analyses and reports on consolidated HR data. Crunchr makes the software available to customers in a hosted environment that is maintained by Crunchr. These terms and conditions outline the terms and conditions under which Customer may access the software, the right to use the software and may purchase such services from Crunchr (hereinafter: “Terms and Conditions”). 

 

   Definitions 

Customer means an entity with whom Crunchr has settled an Order Form referring to the Terms and Conditions for the right to use the Software and/or the provision of Services for its internal business as to the extent agreed upon in the Agreement. 

 

Agreement means the combination of a Crunchr and Customer fully executed Order Form and the Terms & Conditions, together with Appendices as well as any amendments hereto (see article 12.14 and 12.15). The appendices are: 
Appendix A - SLA 
Appendix B - Description of the Software 
Appendix C - Processor Agreement 
Appendix D - Standard Contractual Clauses 

 

Software means the software as a service (“SaaS”) application(-s) that are made available by Crunchr to Customer as part of the Cloud Services; actually licensed modules of which - and if applicable the number of employees (headcount), the number/type of End-users and the number of Preference participants - are identified in the relevant Order Form. In view of the SaaS construction Crunchr shall in no event be required to provide the Customer with a physical carrier containing Software. 

 

Cloud Services mean access to the Software as installed on the Customer’s dedicated virtual private server (“VPS”) in a hosted Environment together with the Support offered on an ongoing basis and as provided by Crunchr under an applicable Order Form. 

 

Project Services mean any project-based services of Crunchr - not being Cloud Services - identified in an Order Form such as e.g. Implementation, data conversion, manipulation/ modification of data and/or consultancy. 

 

Services mean the Cloud Services and Project Services. 

 

Order Form means a document executed by Customer and Crunchr that define the Software and Services involved stating the relevant factual details of the same and incorporating the Terms and Conditions. 

 

End-user means an individual that has been granted access to the Cloud Services by the Customer. 

 

Account means a user identity plus login credentials that are provided to an End-user to login to the Cloud Services.  

 

Headcount means the number of workers (salaried workers, contingent workers, blue collar, white collar) within an organization, as stated on the Crunchr summary page without filters. 

 

Support means the provision of 2nd and 3rd line assistance as to the Software and the provision of patches/releases in accordance with the Service Level Agreement (“SLA”) attached to the Agreement as Appendix A. 

 

Implementation means the configuration of the Software and the technical installation of the Software on the VPS made available to the Customer by Crunchr - further details/time schedule etc. are identified in an Order Form. 

 

Documentation means the description of the Specifications and potential uses of the Software, made available to the Customer by Crunchr in any manner whatsoever, attached to the Agreement as Appendix B. 

 

Specifications mean the functionalities and potential uses of the Software as indicated in the SLA and Documentation. 

 

Environment means the infrastructure used to deliver the Cloud Services (i.e., network, 

hardware, operating system, and Software, all hosted in a data center, up until where the Internet Protocol data packets leave the data center). 

HR Data means all data and information, including but not limited to data regarding the Customer’s human resources, including but not limited to Personal Data and/or business data generated by the Customer or by its employees, entered using the Software or made available to Crunchr, as well as all information entered into the Software, by third parties or otherwise. The HR Data that are processed include but are not limited to age, sex, first name, surname, position, appraisal score, hierarchical relationship, name of position, succession information. 

 

Personal Data means any information related to any identified or identifiable person and any other additional data deemed as personal data under the applicable personal data protection laws. 

 

Customer Affiliate means a legal entity in which Customer a) directly or indirectly holds more than 50% of the nominal value of the issued share capital, or b) has more than 50% of the voting power at general meetings; or c) has the power to appoint a majority of the directors; or d) otherwise maintains core control of such entity. 

 

Invoice Period means the periods (typically annually) as indicated in an Order Form, for which Crunchr shall invoice customer for the Cloud Services. 

 

Business Day means any day other than Saturday, Sunday and any day which is a legal holiday in The Netherlands. 

 

2. Services. 

Customer may elect to purchase Services under the Terms and Conditions by executing one or more Order Forms. Crunchr shall - in return of the applicable fees paid - provide the Services with due care in accordance with the Agreement. 
The Customer is solely responsible for the monitoring of the settings, for the use of the Software and for the manner in which the results of the Services provided by Crunchr are used. 

 

2.2.	The granted access to the Software as part of the Cloud Services includes the right to use: 

the releases - as defined in the SLA - of the Software; 

the Documentation, including any changes to that Documentation if new or modified releases of the Software so require; 

regular HR Data uploads unless otherwise agreed in writing, without any additional fee being payable by the Customer on that ground; 

the number of employees (headcount), the number/type of End-users and the number of Preference participants agreed on in the Order Form, without any additional fee being payable by the Customer on that ground.  

 

The Customer may use the Software respectively Services only within its own business, including the business of the Customer Affiliates. Customer shall be responsible for compliance with the Agreement by any Customer Affiliate that receives Services hereunder. 

 

The Customer is expressly not permitted to grant access or to grant sub-licenses to use the Software to third parties. The Customer may not multiply or disclose the Software and/or the Services in any manner or for any purpose other than those for which the Software and Services have been made available to the Customer under the Agreement. 

 

2.5	To enable the Customer to use the Software, the Customer will be given online access to the Software by means of an Account to be provided by Crunchr. The Customer may use the Account made available to it only in a lawful manner. The Customer will have the exclusive right to determine which persons (= End-users) may have access to the Software via such Account.  

Crunchr has the right to change the accounts assigned to access and use the Software. The Customer must treat these Accounts confidentially and with due care and may disclose them only to authorized persons.  

2.6	Crunchr will have the Software hosted by a third party within the European Economic Area (EEA) or the United States of America (USA). 

2.7	Crunchr may make changes to the functionality of the Software or changes to the content and/or scope of its Services, as long as the Software substantially complies with the Specifications as at the time of conclusion of the Agreement. If such changes give rise to any change in the procedures that apply at the Customer, Crunchr will inform the Customer accordingly in a timely manner. The Customer may then terminate the Agreement in writing, effective from the date on which the change takes effect, unless the change is related to amendments to relevant legislation and regulations or other instructions given by the competent bodies, the change is so limited, that termination is not justified. 

3. Cooperation Customer. 

3.1	The Customer is responsible for the selection, use and application in its organization of the hardware, websites, Personal Data, data files and other products materials, and remains responsible for the inspection and safety procedures and for adequate system management. 

3.2	Customer acknowledges that the timely provision of, and access to, assistance, cooperation, complete and accurate information from its officers, agents, and employees are required to enable Crunchr to provide the Services.  

3.3	The Customer is responsible for the correct choice and the correct and adequate availability of Internet or other network possibilities, except for the facilities that are directly used and managed by Crunchr.  

3.4	The Customer warrants that it is entitled to provide, use and process the HR Data that it processes by means of the Software, and that the HR Data does not infringe any third-party rights and fully indemnifies Crunchr accordingly.  

3.5	The Customer shall: 

prevent unauthorized persons from accessing, using or copying the Software and prevent any other unauthorized use of the Software; and  

immediately inform Crunchr of all relevant facts and circumstances as soon as the Customer establishes unauthorized use of the Software. 

 

4. Implementation 

4.1	If the Customer and Crunchr have agreed by means of an Order Form, that Crunchr will perform the implementation or that a specific deliverable is subject to an acceptance test, then the implementation or the deliverable, as the case may be, shall be deemed to have been accepted by Customer upon the first to occur of the following: 

(a) the first operational use of the Service or the deliverables in a “go live” environment; or  
(b) the completion of a formal acceptance test which formal acceptance test shall be conducted on the following terms:  
(i) Crunchr shall notify Customer in writing that the Service or the deliverable is ready for acceptance;  
(ii) upon receipt of such notice, Customer shall test the Service or the deliverable for two (2) weeks and in a manner consistent with acceptance criteria, which criteria shall be jointly developed and mutually agreed between Crunchr and Customer;  
(iii) upon the expiration of such two (2) week period, Customer shall either certify to Crunchr that the Service or the deliverable is accepted or deliver to Crunchr a written description of any specific claimed defects in the Service or the deliverable, which defects shall be limited to the failure of the Service or the deliverable to conform to the applicable Specifications, or in the absence of such written description of any bona fide defects within two (2) weeks of notification by Crunchr that the Service or the deliverable is ready for acceptance, the Service or the deliverable shall be deemed accepted by Customer; and  
(iv) upon receipt of such written description, Crunchr shall determine whether any of such claimed defects are bona fide defects, and if so, shall proceed to remedy the same, whereupon the Service or the deliverable shall be retested in accordance with the above procedure. 

 

5. Fees and Payment 

Invoicing 

Beginning on the start date of the initial term specified in an Order Form and continuing thereafter for each Invoice Period during the term of the Order Form, Crunchr shall invoice Customer for the Cloud Services specified in the Order Form. The fee for the Cloud Services is an annual fee to be paid upfront before said start date. Invoices for the Cloud Services shall be issued at least thirty (30) days in advance of the start of the Invoice Period.  

Invoices for Project Services provided on a time and materials basis shall be issued twice monthly in arrears. The several then current day/hourly fees for consultancy are indicated in the relevant Order Form. These fees are annually subject to a possible increase in accordance with article 5.b.  
Invoices for fixed-fee Project Services shall be issued upon execution of the applicable Order Form unless otherwise agreed in the applicable Order Form.  

 

Expenses. Customer shall reimburse Crunchr for documented and reasonable travel and out-of-pocket expenses incurred in conjunction with Project Services. Crunchr’s standard policies concerning travel and living shall apply. 

 

Payment. Payments for all fees due under the Agreement shall be due within thirty (30) days of the invoice date. In the event of payment default lasting more than thirty (30) days Crunchr may, upon notice, suspend providing the Services and declare the entire unpaid sum of Cloud Services fees for the full initial term (or renewal term as applicable) immediately due and payable.  

 

Interest. Any amounts due to Crunchr under the Agreement which are not paid within the agreed payment term shall incur interest at the rate of one and one half percent (1½%) per month or any part of the month, or the maximum permitted by law, whichever is less. The interest shall be calculated from the date payment is originally due under the Agreement until the date payment is made in full. Customer shall pay such interest, with all payments first being applied to interest and then to principal. Reasonable legal costs incurred by Crunchr in enforcing its rights in relation to any overdue payment shall be paid by Customer to Crunchr. 

 

Taxes. All fees under the Agreement are exclusive of all taxes, duties and fees. Customer shall make no deductions for taxes, duties, or fees of any kind from any payment to Crunchr under the Agreement. If Customer is required by law to withhold taxes, duties or fees, then Customer shall pay Crunchr a gross amount of money, such that the net amount received by Crunchr (after deducting or withholding the required taxes, duties or fees) is equal to the amount of the fee originally owed before subtracting such taxes, duties or fees. Taxes on the net income of Crunchr are the responsibility of Crunchr. 

 

Warranties. 

Crunchr warrants that the Services provided by Crunchr under the Agreement shall be performed in a professional manner consistent with industry standards.  
Crunchr warrants that, for the period during which Cloud Services are provided, the Software shall be free from material program errors, and they shall function substantially in accordance with the Specifications.  
Crunchr does not warrant that the Software to be made available to the Customer will function faultlessly and that the operation of the Software and/or Services will be error-free or uninterrupted, provided that, Crunchr will use its best efforts to repair or arrange for the repair of any Errors (as defined in the SLA) as soon as possible but within the time frames stated in the SLA insofar as the Customer has reported the Errors in question to Crunchr by email or by telephone.  
 

6.2	This warranty shall not apply to any malfunction or error resulting from improper use of the Software by Customer. This warranty shall apply to the extent that Customer permits the installation of all releases recommended by Crunchr. 

 

6.3	The limited warranties provided in this Article are in lieu of all other warranties, express or implied. To the maximum extent permitted by applicable law, no other warranty is made hereunder by Crunchr and all other warranties and conditions (including merchantability and fitness for a particular purpose), either express or implied, are excluded.  

 

Intellectual Property. 

Crunchr or its licensors shall retain all intellectual property rights in and to the Software, the Services and anything developed or delivered under the Agreement.  
If the Customer establishes any infringement, of any nature whatsoever, of the copyrights or other intellectual property rights in respect of the Software and/or if a third party claims any superior or older rights in respect of the Software, the Customer must immediately inform Crunchr accordingly in writing. 
Crunchr shall not by the terms of the Agreement obtain any intellectual property rights in or to the Confidential Information or HR Data of Customer.  

 

Confidentiality. 

Confidential Information. Parties agree that any information obtained directly or indirectly, from the other party - including HR Data - in connection with the Agreement and marked as “confidential” or “proprietary” or some similar legend or made known to the other party as being confidential or proprietary is the confidential or proprietary property of such party (hereinafter “Confidential Information”). Information shall not be deemed Confidential Information, and the receiving party shall have no obligation with respect to any such information, which the receiving party can prove by written records: 

is already in the public domain other than by a breach of the Agreement on the part of the receiving party; or 

is rightfully disclosed to recipient by a third party which has the right to disclose the information and transmits it to the receiving party without any obligation of confidentiality; or 

is rightfully known to the receiving party without any limitation on use or disclosure prior to receipt of the same from the disclosing party; or 

is independently developed by personnel of the receiving party who have not had, either directly or indirectly, access to, or knowledge of, Confidential Information received from the disclosing party; or 

is generally made available to third parties by the disclosing party without any restriction concerning use or disclosure; or 

is approved for release by written authorization of the disclosing party; or 

is required to be disclosed by a court or governmental entity with jurisdiction over the receiving party, and the receiving party gives the disclosing party prompt written notice sufficient to allow the disclosing party to seek a protective order or other appropriate remedy, and the receiving party discloses only such information as is legally required and uses reasonable efforts to obtain confidential treatment of any information so disclosed. 

 

Treatment of Confidential Information. It is agreed that Confidential Information under the Agreement shall: (a) be kept confidential by the receiving party; (b) be treated by the receiving party in the same way as the receiving party treats Confidential Information generated by itself; (c) not be used by the receiving party otherwise than in connection with the Agreement; and (d) not be divulged by the receiving party, except to its personnel who have a need to know and have undertaken to keep the Confidential Information confidential. 

 

Disclosure by Employees. Parties shall use all reasonable steps to ensure that Confidential Information received under the Agreement is not disclosed by its employees or agents in violation of this Article. 

 

Personal Data. 

Crunchr may process and use the Personal Data only to perform its obligations under the Agreement and may disclose them only to Crunchr’s employees and agents that have a need to know them for the performance of such obligations and are bound by the confidentiality obligations contained in the Agreement. Crunchr may not disclose the Personal Data to any other party. 

 

Parties agree to act in accordance with the processor agreement attached to the Agreement as Appendix C.  

 

Liability. 

Intellectual Property Indemnification. Crunchr shall defend, at its expense, any action brought against Customer based on the claim that the use of the Services, when used within the scope of the Agreement infringes any intellectual property rights. Crunchr shall indemnify Customer for any damages finally awarded against Customer which are attributable to such claim, provided a) Customer promptly notifies Crunchr of any suit or claim, b) Customer permits Crunchr defend, compromise, or settle the claim, and c) Customer gives Crunchr the requested information and fully cooperates in defending, compromising, or settling the claim. 

 

Crunchr shall, in addition to indemnification, a) procure for Customer the right to use the Services, or b) replace or modify the infringing Services to make them non-infringing, or c) if the foregoing alternatives are not commercially reasonable, terminate the access to relevant parts of the Services and provide a refund of Services fees paid for the relevant part of the Services with respect to the 90 days prior to the date of termination or provide a refund of the fees paid for the deliverables, as the case may be. 

THIS ARTICLE 10.1 STATES THE ENTIRE LIABILITY OF CRUNCHR WITH RESPECT TO INFRINGEMENT OF COPYRIGHTS, TRADE SECRETS, PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS ARISING FROM THE USE OF THE SERVICES. 

 

Defense of Claims. Customer shall defend, at its expense, any action brought against Crunchr to the extent that it is based on a claim that any software, information and HR Data provided by Customer or stored by Customer in the Environment infringes on the intellectual property rights of a third party or is otherwise unlawful, provided that Crunchr notifies Customer promptly in writing of the claim. Customer shall indemnify Crunchr from any costs, damages and fees finally awarded against Crunchr which are attributable to such claim. Crunchr shall permit Customer, at Customer’s sole discretion, to defend compromise or settle the claim and Crunchr shall provide all available information, assistance, and authority to enable Customer to do so, provided Customer reimburses Crunchr for such activity. Crunchr shall have no authority to settle any claim on behalf of Customer. 

 

LIMITATION OF LIABILITY. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF PROFITS OR REVENUE OR DAMAGE/LOSS OF DATA. A PARTY’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT OF OR RELATED TO THE AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT OR TORT OR OTHERWISE, SHALL BE LIMITED TO THE AMOUNT OF THE FEES CUSTOMER PAID TO CRUNCHR OVER THE PREVIOUS TWELVE CALENDAR MONTHS UNDER THE ORDER FORM GIVING RISE TO THE LIABILITY, AND IF SUCH DAMAGES RESULT FROM CUSTOMER’S USE OF A PARTICULAR SERVICE, SUCH LIABILITY SHALL BE LIMITED TO THE FEES CUSTOMER PAID CRUNCHR OVER THE PREVIOUS TWELVE CALENDAR MONTHS FOR SUCH SERVICE.  
THE FOREGOING MAXIMUM LIABILITY LIMIT SHALL NOT APPLY TO (1) DAMAGES ARISING FROM DEATH OR PERSONAL INJURY OR UNAUTHORIZED USE OR DISCLOSURE OF CONFIDENTIAL INFORMATION CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; OR (2) A PARTY’S INDEM-NIFICATION OBLIGATIONS AS PROVIDED UNDER THE AGREEMENT. 

 

No conditions, warranties or other terms apply to the provision of the Services unless expressly stated in the Agreement. No implied conditions, warranties or other terms apply (including any implied terms as to satisfactory, quality, fitness for purpose or conformance with description). Crunchr is not responsible or liable for the deletion of or failure to store any content and other communications maintained or transmitted through use of the Services. Without prejudice to Crunchr’s obligations under the SLA and the processor agreement, Customer is solely responsible for securing and backing up its content and HR Data.  

10.4	Any entitlement to damages is always subject to the condition that a party reports the damage to the other party in writing. Any claim for damages under the Agreement lapses on the mere expiry of a period of twelve (12) months after the claim arose. 

  

Term and Termination 

Term.  

The Agreement shall remain in effect through its non-cancellable initial term as indicated in the Order Form and shall thereafter automatically renew for subsequent one-year renewal terms unless terminated by either party: 
- as of the End Date of the initial term (or any subsequent anniversary thereof) by delivering notice six (6) months prior to the permitted termination date;  

- due to any breach of any provision of the Agreement by the other party, provided the non-breaching party first gives the other party fifteen (15) days to remedy such breach in the event such breach is capable to remedy; or 

in the event the other party is adjudicated as bankrupt, or if a receiver, liquidator, administrator, custodian or similar official is appointed to handle the financial affairs of the other party, or if the other party is unable to pay its’ debts as and when they fall due.  

 

Effect of Termination. Termination of the Agreement or any Order Form shall not, by itself, entitle Customer to any refund for any fees paid nor shall it impair any warranty or other remedy available to either party under the Agreement. Termination of the same with retrospective effect (dissolution) is excluded. If the Customer has already received performances by Crunchr under the Agreement at the time of the termination referred to in Article 11, the Customer cannot demand that those performances and the related payment obligation be reversed, unless it proves that Crunchr is in default in respect of the essential part of those performances. 

 

Return of Materials. Upon termination of the Agreement for any reason or upon Customer’s request Crunchr shall promptly return to Customer all data, documentation, and other materials owned by Customer. 

 

General 

Law Applicable to the Agreement. 

The Agreement, Order Forms, Terms and Conditions and any other resulting agreements shall be construed, interpreted, and applied in accordance with the laws of The Netherlands. Any dispute arising in connection with the Agreement shall be solely within the jurisdiction of the competent court of Amsterdam, subject to appeal. Parties acknowledge and agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to the Agreement. 

Audit. Crunchr may audit Customer’s use of the Services to verify that such usage is in accordance with the Agreement. Customer shall provide reasonable cooperation with such audits as Crunchr may request. 

 

Legal Construction. To the extent that any law, statute, treaty, or regulation by its terms as determined by a court, tribunal, or other government authority of competent jurisdiction, conflicts with the Agreement, the conflicting terms of the Agreement shall be superseded only to the extent necessary by the terms required by such law, statute, treaty, or regulation. If any portion of the Agreement shall be otherwise unlawful, void, or for any reason unenforceable, then that provision shall be enforced to the maximum extent permissible so as to affect the intent of the parties. In either case, the remainder of the Agreement shall continue in full force and effect.  

 

Purchase Order Terms and Conditions. Additional or different terms or conditions appearing on Customer’s purchase order shall be deemed null and void. 

 

Segmentation and Priority. Purchases of Services under an Order Form are each separate and independent from other purchases of Services. Customer’s obligation to pay for Services fees is not contingent on performance of any separately purchased Services. The following order of priority shall apply to the documents comprising the Agreement: first, the Order Forms with respect to the Services and second, the Agreement. 

 

Assignment. Neither party shall assign or transfer its interest in the Agreement or any Order Form to a third party without the other party’s prior written consent. Notwithstanding the foregoing, either party may assign to a local affiliate in the ordinary course or to an unrelasuted company pursuant to the sale, merger, or other consolidation of Crunchr or any of its operating divisions.    

 

Staffing. Crunchr will, at its sole discretion, decide which staff is used to perform the Services. Crunchr may subcontract the Services in whole or in part provided that Crunchr will continue to warrant the Services under the terms and conditions of the Agreement. At the request of Customer, Crunchr will provide information on the subcontractors used by Crunchr (e.g., the data centers used by Crunchr). 

 

Personnel. Customer shall not hire any employee of Crunchr or of Crunchr’s subcontractors during the term of the Agreement and for one hundred eighty (180) days after termination of the Agreement unless Customer pays to Crunchr an amount equal to twelve (12) months of such employee’s then-current compensation. 

 

Publicity. Crunchr can incorporate Customer’s name in the customer reference list of Crunchr, in any public filings required by law and to issue a press release concerning the arrangement provided under the Agreement and participate in other reasonable marketing activities that promote the benefits of the Services to other potential customers only by prior approval of the Customer. 

 

Force Majeure. Neither party shall be liable for delays or non-performances if such delays or non-performance are beyond such party’s reasonable control provided the party takes reasonable steps to remedy the delay or non-performance promptly. Customer acknowledges that cloud environments are inherently subject to hacking and viruses and other malicious behavior, and that Crunchr shall not be liable for damages arising from such behavior except to the extent Crunchr has failed to fulfil its obligations under the Agreement. 

 

Waiver. The waiver by any party of a breach or default by the other party of any provision of the Agreement shall not be construed as a waiver by such party of any succeeding breach or default by the other party of the same or another provision.  

 

Notices. Unless otherwise specified in the Agreement, any notices required or permitted to be given pursuant to the Agreement shall be in writing, addressed to the addresses noted on page one of the Order Form. These written communications shall be in such a manner that proof of delivery can be verified. Each party shall notify the other in writing in the event of any address change. 

 

Language and International Transactions. The original of the Agreement has been written in the English language. Customer hereby waives any right Customer may have under the laws of the country in which the Services are provided to have the Agreement written in the native language. 

 

Entire Agreement. The Agreement contains the entire agreement between the parties with respect to the subject matter hereof and shall supersede any and all prior communications, representations, minutes, agreements, and/or undertakings, either verbal or written, between the parties regarding the said subject matter. Any modification of any of the terms and provisions of the Agreement must be in the form of an amendment to the Agreement and must be in writing and signed by duly authorized representatives of the parties. Provided that the Appendices and particularly the security measures outlined in it, may be adapted from time to time to changing circumstances by Crunchr. Crunchr will notify Customer in the event of significant revisions which materially increase the risk profile of the Cloud Services. If Customer cannot reasonably agree to such revisions, Customer will be entitled to terminate the Agreement in writing, stating its reasons for doing so, within thirty (30) Business Days of having been served notice of such revisions.  

 

Change Orders. Future changes to Order Forms shall be made by a written change order that is signed by Customer and Crunchr. 

 

Survival. The articles of the Agreement which are by their nature intended to survive the expiry termination of the Agreement shall survive the expiry or termination of the Agreement. Such provisions include, but are not limited to, the provisions on Confidentiality, Indemnification, Limitation of Liability and Applicable Law.