Terms of Service
Last Updated Date: June 2, 2017
Please review our Terms of Services to understand the agreements in place should you opt to use our services.
If you are accessing and using a beta version of the Services, you acknowledge that:
- the Services are in beta form and may not operate properly or be fully functional, and may contain errors, design flaws or other problems;
- use of the Services may result in unexpected results, corruption or loss of data, information, content or communications, or other unpredictable damage or loss;
- Saleshero has no obligation to release a final version of the Services. You assume all risk arising from use of the beta Services, including, without limitation, the risk of corruption or loss of data, information or content.
In order to access and use certain parts of the Services, you’ll have to create an account (“Account”). You can set up your Account through the Services, and you may permit Saleshero to create or populate all or part of your Account based on your accounts with various third-party service providers. Regardless, you are responsible for ensuring that all of your Account information is accurate, complete and up-to-date at all times.
The Services allow you to
- link your Account to various accounts that you have with third party services (“Third Party Accounts”) including, but not limited to, e-mail accounts, calendar and your Salesforce account,
- upload and submit files, documents and other data to the Services directly or access files, documents and other data that you submit to or host on those Third Party Accounts via your Account.
All such files, documents and other data are “Your Content.” By linking those Third Party Accounts with your Account, you authorize Saleshero to access, use and, in certain cases, store Your Content from those Third Party Accounts on the Services. You grant to Saleshero all applicable licenses and permissions, on a non-exclusive, transferable, sublicensable, worldwide and royalty-free basis, to use, copy, modify, display, perform and distribute copies of Your Content in connection with provision of the Services to you. You are solely responsible for all of Your Content. You represent and warrant that you own all of Your Content, or that you have all the rights or permissions (including, but not limited to, permissions from any Third Party Account providers or owners) necessary to grant Saleshero the rights in Your Content under these Terms. You also represent and warrant that Your Content does not:
- infringe any third party intellectual property rights, rights of publicity or privacy,
- violate any applicable law,
- contain a virus, malicious code or any other harmful component.
Saleshero has no responsibility to you or to any third party in connection with Your Content, and you are solely responsible for any losses or damage suffered by Saleshero in connection with Your Content. Although we’re not obligated to screen, review, monitor or filter Your Content, we have the right to do so for the purpose of operating the Services, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements. We reserve the right to remove, delete or disable any portion of Your Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider any of Your Content to be objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Services, and may consult and cooperate with law enforcement authorities regarding such violations.
You agree that you will not use the Services if you are under the age of 18 or not capable of forming a binding contract with Saleshero. You are responsible for all activities that occur under your Account, and will not permit any other person or entity to access or use the Services via your Account. You are responsible for providing the equipment and services that you need to access, download, install and use the Services. Saleshero does not guarantee that the Services are accessible on any particular equipment or with any particular software or service plan. If you use the Services on a mobile device, you are solely responsible for all message and data fees charged by the wireless service provider. Saleshero is not liable for any delays, interruptions or other transmission errors related to your device, service or wireless service provider. You are responsible for protecting any login information associated with your Account, such as your username and password, as well as for protecting the information on your computer or your other devices, for example by installing anti-virus software, updating your applications, password protecting your files and preventing third party access to your computer. If the username and/or password for your Account is lost or stolen, or if you believe there has been unauthorized access to your Account by third parties, please notify us immediately and change your password as soon as possible. You will not interfere with or disrupt the Services or attempt to gain access to any systems or networks that connect to the Services (except as required to access and use the Services). You will not:
- copy, modify or create derivative works based on the Services;
- distribute, transfer, sublicense, lease, lend or rent the Services to any third party;
- reverse engineer, decompile or disassemble the Services;
- make the functionality of the Services available to multiple users through any means.
You may not access or use (or permit a third party to access or use) the Services for purposes of monitoring the availability, performance or functionality of the Services or for any other benchmarking or competitive purposes.
Certain of the Services may only be provided for a fee (“Fee”). In order to access, download, install and use the fee-based Services, you will pay Saleshero the Fee according to the terms on the order form or other agreement that you used to purchase the fee-based Services (“Purchase Order”). Saleshero reserves the right to change the Fee upon thirty (30) days advance notice to you, or upon such other terms provided in the Purchase Order. We rely on third party payment service providers to collect payment of Fees. You must comply with the third party payment service provider’s terms made available to you, such as the https://stripe.com/us/legal. If you do not agree with the third party payment service provider’s terms, then do not sign up for the fee-based Services. Your fee-based Services will not be activated until your first payment is received. Payments are due in accordance with the Purchase Order (e.g., annually or monthly in advance), and may be automatically charged to the credit card that you provided when you purchased the fee-based Services. In the event that you upgrade your Service during a subscription term (e.g., from a trial or free basis to a premium basis), you may be charged additional fees on a pro rata basis. If you cancel your fee-based Services, we will start processing your cancellation request as soon as possible using commercially reasonable efforts, but we are not responsible for delays caused by the third party payment service provider or your credit card company. If we do not receive payment in full of any Fee you owe to Saleshero in a timely manner, we may, at our sole option, terminate your access and use of all or part of the Services and/or pursue collection of such Fee, in which case you agree to pay all costs of the collection, including, without limitation, all court costs and reasonable attorneys’ fees.
Your Right to Use the Services
Subject to your full compliance with these Terms, any terms contained in the Services and any terms in your Purchase Order (including, without limitation, your obligation to pay any Fee), Saleshero grants to you a personal, nonexclusive, nontransferable, limited license (without the right to sublicense) to access, download, install and use the Services, including downloading and installing an instance of the Services where appropriate and required by the functionality of the Services.
Our Ownership of the Services
Saleshero owns all right, title, and interest in and to the Services (inclusive of the Site), including all intellectual property rights therein. As between you and Saleshero, the Services and all materials that are part of the Services, including, but not limited to, graphics, user and visual interfaces, images, software, applications, and text, as well as the design, structure, selection, coordination, expression, “look and feel,” and arrangement of the Services and their content (except for Your Content), and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features located on the Services, are owned by Saleshero or its licensors. We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You acknowledge and agree that all Feedback will be the sole and exclusive property of Saleshero and that Saleshero may use the Feedback at its sole discretion in connection with the Services. You hereby assign to Saleshero and agree to assign to Saleshero all of your right, title and interest in and to your Feedback, including all intellectual property rights therein. At our request and expense, you will execute documents and take such further acts as we may reasonably request to assist us in acquiring, perfecting and maintaining our intellectual property rights and other legal protections for the Feedback. Saleshero owns all right, title and interest in and to any anonymous usage data derived from your use of the Services (“Usage Data”). Saleshero has the right to:
- aggregate such Usage Data with usage data from Saleshero’s other customers and Account holders,
- use any of the foregoing Usage Data or aggregate data for Saleshero’s internal business purposes, including for marketing, support and product development purposes,
- disclose such Usage Data in aggregate and/or other de-identified form in connection with its business.
Links to Third Party Websites or Resources
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. The Services are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services will meet your requirements, be accessible through any equipment or service used by you, or be available on an uninterrupted, secure or error-free basis. No advice or information obtained from Saleshero or elsewhere will create any warranty not expressly stated in these Terms. Saleshero will have no liability for any claims, losses or damages caused by Your Content or any results produced by the Services based upon Your Content. You acknowledge and agree that there are risks inherent to transmitting information over and storing information on the internet and that we are not responsible for any losses of your data, confidentiality or privacy in connection therewith. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO SOME OR ALL OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitation of Liability
SALESHERO will NOT be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE SERVICES or goods arising ouT of or in connection with thESE TERMS or from the use OF or inability to use the ServiceS, whether based on warranty, contract, tort (including negligence) or any other legal theory, and whether or not SALESHERO has been informed of the possibility of such damage, EVEN IF A limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PUrPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. In no event will SALESHERO’S total liability arising out of or in connection with THESE TERMS OR FROM THE USE OF OR INABILITY TO USE the ServiceS EXCEED THE AMOUNT OF FEES ACTUALLY PAID OR PAYABLE BY YOU TO SALESHERO DURING THE SIX (6) MONTH PERIOD PRECEDING THE DATE OF THE EVENT GIVING RISE TO SALESHERO’S LIABILITY OR $100 IF YOU HAVE HAD NO SUCH PAYMENT OBLIGATIONS. NOTWITHSTANDING THE ABOVE, IN NO EVENT WILL SALESHERO HAVE ANY LIABILITY ARISING OUT OF OR IN CONNECTION WITH YOUR NEGLIGENCE OR WILFULL MISCONDUCT IN PROTECTING YOUR PASSWORD OR OTHER ACCOUNT LOGIN INFORMATION. THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN us AND YOU.
You agree to indemnify and defend Saleshero and its affiliates, directors, officers, employees and agents from and against all claims brought against Saleshero by any third party arising from your use of the Services in connection with Your Content or any violation by you of these Terms, the rights of a third party or applicable law. Saleshero reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification hereunder. In any event, no settlement that affects the rights or obligations of Saleshero may be made without Saleshero’s prior written approval.
Saleshero may modify the Terms at any time, in its sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Services or through other communications. If you continue to use the Services after we have modified the Terms, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. We may change or discontinue all or any part of the Services, at any time, without notice and at our sole discretion.
These Terms will terminate when you fail to comply with any term or condition of these Terms. We may discontinue your access to and use of the Services, at our sole discretion, at any time and without notice to you. You may cancel your Account at any time by visiting your Account page and clicking the “Cancel Subscription” link. Upon any termination, discontinuation or cancellation of the Services or your Account:
- you will cease all use of the Services and will destroy any copy (full or partial) of the Services in your possession or control,
- you will not be entitled to any refund of any Fees that you have paid prior to you ceasing to use the Services,
- all provisions of these Terms which by their nature should survive will survive, including, without limitation, provisions related to our ownership of the Services, warranty disclaimers and limitations of liability.
You agree to comply with all U.S. and foreign export laws and regulations to ensure that neither the Services nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations. By using the Services you represent and warrant that:
- you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and
- you are not listed on any U.S. Government list of prohibited or restricted parties.
U.S. Government Restricted Rights
The Services are “commercial computer software” and “commercial computer software documentation” as such terms are used in United States Federal Acquisition Regulations Section 12.212. Any use, duplication or disclosure of the Services by or on behalf of the U.S. Government is subject to restrictions as set forth in these Terms.
Additional Terms for App Store Apps
If you accessed or downloaded the App from the Apple App Store, then you agree to use the App only:
- on an Apple-branded product or device that runs iOS (Apple’s proprietary operating system software); and
- as permitted by the “Usage Rules” set forth in the Apple Store Terms of Service.
If you accessed or downloaded the App from any app store or distribution platform (like the Apple App Store or Google Play) (each, an “App Provider”), then you acknowledge and agree that: These Terms are between you and Saleshero only, and not with App Provider, and that, as between Saleshero and the App Provider, Saleshero is solely responsible for the App. App Provider has no obligation to furnish any maintenance and support services with respect to the App. In the event of any failure of the App to conform to any applicable warranty, you may notify App Provider and App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure of an App to conform to any warranty will be the sole responsibility of Saleshero. App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to:
- product liability claims;
- any claim that the App fails to conform to any applicable legal or regulatory requirement;
- claims arising under consumer protection or similar legislation.
In the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Saleshero will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. App Provider and its subsidiaries are third-party beneficiaries of these Terms as related to your license of the App, and that, upon your acceptance of the terms and conditions of these Terms, App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third party beneficiary thereof. You must also comply with all applicable third-party terms of service when using the App.
These Terms will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflict of laws rules or principles. The United Nations Convention on Contracts for the International Sale of Goods will not apply. You may not assign or transfer these Terms or any rights granted hereunder, by operation of law or otherwise, without Saleshero’s prior written consent, and any attempt by you to do so, without such consent, will be void. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. Except for modifications to the Terms, all notices or approvals required or permitted under these Terms will be in writing and delivered by confirmed e-mail transmission, overnight delivery service or by certified mail, and in each instance will be deemed given upon receipt. All notices or approvals will be sent to the addresses set forth in the applicable Account, Purchase Order or to such other address as may be specified by either party to the other in accordance with this section. The failure by either party to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. If any provision of these Terms is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect. These Terms are the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersede all proposals, understandings or communications between the parties, oral or written, regarding its subject matter. The parties to these Terms are independent contractors and these Terms will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.