End User License Agreement

This End User License Agreement ("Agreement") is between you ("you", "Customer", or "User") and STEHRWAY, a company based in Canada ("STEHRWAY", "we", "us", or "Publisher"). This Agreement governs your use of the Pipedrive Outlook Integration add-in and related services (the "Offering").

By installing, accessing, or using the Offering, you represent and warrant that you have the authority to accept this Agreement, and you agree to be bound by its terms. If you do not agree to these terms, do not install or use the Offering.

The Offering is distributed through Microsoft AppSource. Both parties acknowledge that Microsoft is not a party to this Agreement, nor responsible for the parties' actions or obligations under this Agreement. Microsoft's relationship with Customer and Publisher is solely governed by Microsoft's respective agreements with those parties.

1. License to the Offering

1.1 License Grant

The Offering is licensed and not sold. Subject to your compliance with this Agreement, STEHRWAY grants you a non-exclusive, non-transferable, revocable, and limited license to use the Offering solely for your own internal business purposes. The Offering may contain or rely on open-source software components, the use of which is subject to their respective license terms.

1.2 Duration of License

Licenses granted on a subscription basis expire at the end of the applicable subscription period, unless renewed. If you are using the Offering under a free trial, your license expires at the end of the trial period (30 days from account creation) unless you subscribe to a paid plan. STEHRWAY reserves the right to modify or discontinue the free trial at any time.

1.3 End Users

You are responsible for controlling access to and use of the Offering by any individuals you permit to use it ("End Users"). You are responsible for ensuring that End Users comply with this Agreement.

1.4 Reservation of Rights

STEHRWAY reserves all rights not expressly granted in this Agreement. The Offering is protected by copyright, trade secret, and other intellectual property laws and international treaties. No rights will be granted or implied by waiver or estoppel.

1.5 Restrictions

Except as expressly permitted in this Agreement, you must not:

• copy, modify, reverse engineer, decompile, or disassemble the Offering, or attempt to do so;
• work around any technical limitations or restrictions in the Offering;
• use the Offering for any unlawful purpose or in violation of any applicable laws;
• distribute, sublicense, rent, lease, or lend the Offering, in whole or in part;
• use the Offering to provide hosting or similar services to third parties;
• interfere with or disrupt the integrity or performance of the Offering;
• attempt to gain unauthorized access to the Offering or its related systems;
• use the Offering in a manner that infringes the rights of any third party; or
• use the Offering to transmit any malicious code, viruses, or harmful content.

2. Your Data

2.1 Customer Data

"Customer Data" means all data provided to STEHRWAY by or on behalf of you through use of the Offering, including data stored in your Pipedrive CRM account and email metadata accessed through Microsoft Outlook. You retain all right, title, and interest in your Customer Data.

2.2 Use of Customer Data

STEHRWAY will process Customer Data solely to provide and operate the Offering. We will not use Customer Data for any other purpose, including advertising, profiling, or resale. Our processing of personal data is governed by our Privacy Policy.

2.3 Data Protection

To the extent that STEHRWAY processes personal data on your behalf that is subject to the General Data Protection Regulation (GDPR), STEHRWAY acts as a data processor and you act as the data controller. STEHRWAY will process personal data only on your documented instructions and in accordance with applicable data protection laws. Before providing personal data to STEHRWAY, you are responsible for obtaining all required consents from data subjects under applicable privacy laws.

2.4 Subprocessors

You consent to STEHRWAY's use of third-party subprocessors (including payment processors, cloud hosting providers, and email service providers) to provide the Offering. STEHRWAY remains responsible for its subprocessors' compliance with data protection obligations. A list of the categories of subprocessors we use is available in our Privacy Policy.

2.5 International Data Transfers

Your data may be transferred to and processed in countries outside your jurisdiction, including Canada and the United States. Where data is transferred outside the European Economic Area (EEA), we ensure that adequate data protection measures are in place, such as Standard Contractual Clauses approved by the European Commission. Canada has been recognized by the European Commission as providing an adequate level of data protection.

2.6 Security

STEHRWAY implements appropriate technical and organizational security measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction, in accordance with applicable data protection laws and good industry practice. Details of our security measures are described in our Privacy Policy.

3. Pipedrive and Microsoft Integration

3.1 Third-Party Services

The Offering integrates with Pipedrive CRM and Microsoft Outlook, which are third-party services not owned or controlled by STEHRWAY. Your use of Pipedrive is subject to Pipedrive's terms of service and privacy policy. Your use of Microsoft Outlook is subject to Microsoft's terms of service and privacy policy. STEHRWAY is not responsible for the availability, performance, or practices of these third-party services.

3.2 Pipedrive OAuth Authorization

To use the Offering, you must authorize STEHRWAY to access your Pipedrive account via OAuth. You may revoke this authorization at any time through your Pipedrive account settings or by disconnecting the integration within the Offering. Revoking authorization will terminate your ability to use the Offering's CRM features.

3.3 Microsoft Outlook Permissions

The Offering operates as a Microsoft Outlook add-in and requires certain permissions to function. You acknowledge and consent to the Offering accessing email metadata (sender and recipient information) from the email you are currently viewing in Outlook, solely for the purpose of looking up contacts in your Pipedrive CRM.

4. Pricing and Payment

4.1 Subscription Fees

Access to the Offering beyond the free trial period requires a paid subscription. Subscription fees, billing frequency, and payment terms are as displayed at the time of purchase. All fees are quoted and payable in the currency displayed at checkout.

4.2 Payment Processing

Payments are processed by Stripe. By subscribing, you agree to Stripe's terms of service. STEHRWAY does not store your payment card details. All billing disputes should be directed to support@stehrway.com.

4.3 Automatic Renewal

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You may cancel your subscription at any time through the Offering's account settings. Cancellation takes effect at the end of the current billing period; no prorated refunds will be issued for partial billing periods.

4.4 Price Changes

STEHRWAY reserves the right to change subscription fees. We will provide you with at least 30 days' notice before any price increase takes effect. Continued use of the Offering after a price change constitutes acceptance of the new pricing.

5. Representations and Warranties

5.1 By STEHRWAY

STEHRWAY represents and warrants that:

• it has the right and authority to enter into and perform under this Agreement;
• the Offering will perform substantially as described in its documentation;
• to the best of our knowledge, the Offering does not infringe any third party's intellectual property rights; and
• the Offering will not contain viruses or malicious code intended to damage or disrupt your systems.

5.2 By You

You represent and warrant that:

• you have the authority to enter into this Agreement;
• you have the right to authorize STEHRWAY to access your Pipedrive CRM data;
• you will use the Offering in compliance with all applicable laws; and
• you have obtained all necessary consents from individuals whose personal data may be processed through the Offering.

5.3 Disclaimer

Except as expressly stated in this Agreement, the Offering is provided "as is" and "as available." To the maximum extent permitted by applicable law, STEHRWAY disclaims all other warranties, whether express, implied, or statutory, including warranties of merchantability, fitness for a particular purpose, title, and non-infringement. STEHRWAY does not warrant that the Offering will be uninterrupted, error-free, or secure, or that defects will be corrected.

6. Limitation of Liability

To the maximum extent permitted by applicable law:

• STEHRWAY's total aggregate liability to you under this Agreement shall not exceed the amounts you paid to STEHRWAY for the Offering during the twelve (12) months immediately preceding the event giving rise to the claim.
• For Offerings provided free of charge (including during a free trial), STEHRWAY's total liability is limited to direct damages up to USD $100.
• In no event will STEHRWAY be liable for any indirect, incidental, special, punitive, or consequential damages, or loss of use, loss of profits, loss of data, or interruption of business, however caused or on any theory of liability, even if advised of the possibility of such damages.

These limitations apply regardless of whether the liability is based on breach of contract, tort (including negligence), strict liability, or any other legal theory. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above limitations may not apply to you. In such cases, STEHRWAY's liability will be limited to the fullest extent permitted by applicable law.

7. Indemnification

7.1 By You

You will defend, indemnify, and hold harmless STEHRWAY from and against any third-party claims, actions, damages, and costs (including reasonable attorney's fees) arising from or related to your violation of this Agreement, your misuse of the Offering, or your infringement of any third party's rights.

7.2 By STEHRWAY

STEHRWAY will defend, indemnify, and hold harmless you from and against any third-party claims alleging that your authorized use of the Offering infringes or misappropriates a third party's intellectual property rights. This obligation does not apply if the claim arises from your Customer Data, your modification of the Offering, or your use of the Offering in combination with products or services not provided by STEHRWAY.

8. Term and Termination

8.1 Term

This Agreement is effective from the date you first install or use the Offering and continues until terminated by either party.

8.2 Termination by You

You may terminate this Agreement at any time by uninstalling the Offering, disconnecting your Pipedrive account, and cancelling your subscription (if applicable). You may request deletion of your account data by contacting support@stehrway.com.

8.3 Termination by STEHRWAY

STEHRWAY may terminate this Agreement or suspend your access to the Offering immediately upon notice if you materially breach this Agreement and fail to cure the breach within 14 days after receiving notice. STEHRWAY may also terminate or suspend the Offering at any time for any reason with 30 days' notice.

8.4 Effect of Termination

Upon termination of this Agreement: (a) all licenses granted to you will terminate immediately; (b) you must cease all use of the Offering; and (c) STEHRWAY will delete your account data in accordance with our Privacy Policy, unless retention is required by applicable law.

8.5 Survival

Sections 1.4 (Reservation of Rights), 1.5 (Restrictions), 5.3 (Disclaimer), 6 (Limitation of Liability), 7 (Indemnification), 9 (Confidentiality), and 10 (General Provisions) will survive termination or expiration of this Agreement.

9. Confidentiality

Each party agrees to treat as confidential any non-public information received from the other party that is designated as confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Confidential Information includes Customer Data, account authentication credentials, and the terms of this Agreement. Each party will use reasonable measures to protect the other's Confidential Information and will not disclose it to third parties except as necessary to perform under this Agreement, or as required by law (with reasonable prior notice to the other party where legally permissible).

10. General Provisions

10.1 Entire Agreement

This Agreement, together with the Privacy Policy, constitutes the entire agreement between you and STEHRWAY regarding the Offering and supersedes all prior and contemporaneous agreements, communications, and proposals, whether written or oral.

10.2 Amendments

STEHRWAY may update this Agreement from time to time. We will notify you of material changes by updating the "Last updated" date and, where practicable, by providing notice through the Offering or by email. Your continued use of the Offering after any changes constitutes acceptance of the updated terms.

10.3 Applicable Law

If you are located in Canada or the United States, this Agreement is governed by the laws of the province or state where STEHRWAY's principal place of business is located, without regard to conflict of law principles. If you are located outside Canada and the United States, this Agreement is governed by the laws of the country in which you acquired the Offering. Any disputes arising under this Agreement shall be resolved in the courts of competent jurisdiction in the applicable governing jurisdiction.

10.4 Severability

If any provision of this Agreement is held to be unenforceable or invalid, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force and effect.

10.5 Waiver

Failure by either party to enforce any provision of this Agreement will not constitute a waiver of that party's right to enforce the provision in the future. Any waiver must be in writing and signed by the waiving party.

10.6 Assignment

You may not assign or transfer this Agreement or any rights or obligations under it without STEHRWAY's prior written consent. STEHRWAY may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted assignment in violation of this section is void.

10.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship between the parties.

10.8 No Third-Party Beneficiaries

This Agreement does not create any third-party beneficiary rights except as expressly provided by its terms.

10.9 Notices

Notices to STEHRWAY must be sent to support@stehrway.com. Notices to you will be sent to the email address associated with your account. Email notices are considered delivered on the date of transmission.

11. Contact

If you have questions about this Agreement, please contact us:

STEHRWAY
Email: support@stehrway.com
Canada