I.
The
following terms and conditions (the “Terms”) are a legal agreement
between you (the “Client”, “you or your”) and Saleo, Inc.
(“Saleo,” “we,” “us,” or “our”) governing your use
of Saleo’s Services (as defined below). By accepting these Terms, either by
clicking a box indicating your acceptance or by executing these Terms or an
Order Form that references these Terms, you acknowledge that you have read,
understood and agree to be bound by the most recent version of these Terms.
Accepting these Terms is a condition to your use of the Services. If you are
accepting these Terms on behalf of a company or other legal entity, you
represent that you have the authority to bind such entity to these Terms, in
which case the terms “Client”, “you”, or “your” shall refer to such entity. Definitions.
In addition to other terms defined elsewhere in these Terms, the following
terms shall have the following meanings:
1.
“Client” “you” or “your”
means the person accepting these Terms, or, if applicable, the company or other
legal entity for which you are accepting these Terms.
2.
“Client End
User” means an individual who is authorized by Client to use one or more of
the Services. Client End Users may include, for example, Client’s employees or
consultants.
3.
“Documentation”
means the Services feature descriptions set forth on the applicable Order Form.
4.
“Order Form”
means an online confirmation page or an ordering document specifying the
Services to be provided hereunder that is entered into between you and us.
5.
“Services” means,
collectively, the hosted software products made available by Saleo to you
hereunder and the professional services performed by Saleo personnel, vendors
or contractors to you hereunder, each as described further in an Order Form.
6.
“Subscription
Term” means the period of time during which you are permitted to use the
Services hereunder, as specified in the applicable Order Form, including all
renewals and extensions.
II.
Services
Description
- We will
make the Services available to you and provide onboarding and standard support
for the Services in accordance with these Terms and the applicable Order
Form(s). p
- We
reserve the exclusive right to make changes to the use, functionality, and
content of Services at any time and from time to time via changes,
updates, or modifications, provided, however, that we will not materially
decrease the functionality of the Services during a Subscription Term.
III.
Fees and
Payment
1.
Fees. You will
pay all fees specified in the Order Form(s). Except as otherwise specified
herein: (i) payment obligations are non-cancelable and fees paid are
non-refundable, and (ii) quantities purchased cannot be decreased during the
relevant Subscription Term.
2.
Invoicing and
Payment. We will invoice you in advance and otherwise in accordance with the relevant
Order Form. Unless otherwise stated in the Order Form, invoiced charges are due
net thirty (30) days from the invoice date. You are responsible for providing
complete and accurate billing and contact information to us and notifying us of
any changes to such information.
3.
Payment
Disputes. If you dispute any invoiced amounts, you shall promptly provide us
with notice of the disputed amounts along with supporting documentation within thirty
(30) days after your receipt of the invoice, and the parties both agree to
cooperate diligently to resolve such dispute in good faith, provided that you remit
payment for any undisputed amounts when due.
4.
Taxes. The fees
set forth on the Order Form do not include any taxes, levies, duties or similar
governmental assessments of any nature, including, for example, value-added,
sales, use or withholding taxes, assessable by any jurisdiction whatsoever
(collectively, “Taxes”). You are responsible for paying all Taxes
associated with your purchases hereunder. If we have the legal obligation to
pay or collect Taxes for which you are responsible under this Agreement, we
will invoice you and you will pay that amount unless you provide us with a
valid tax exemption certificate authorized by the appropriate taxing authority.
For clarity, we are solely responsible for taxes assessable against us based on
our income, property, and employees.
IV.
Access
to and Use of the Service
- Subject
to your compliance with the Terms, including, without limitation,
maintaining a valid registration with current and accurate information,
Saleo grants to Client the revocable, non-transferable, non-exclusive and
limited right for Client End Users to access and use the Services solely
for Client’s internal business use during the Subscription Term, which
includes, but is not limited to, deployment on the Client website and
other digital assets used by Client as set forth in the Documentation.
- Each
Client End User is assigned a specific user identification and password, which
may not be shared or used by third parties without the Client’s consent.
Client is solely responsible for maintaining the confidentiality and
security of the identification and password and for all activity that
occurs under the authenticated account. Saleo will not be liable for any
loss or damage from a failure to comply with this security obligation.
Client is solely liable for any acts or omissions of a Client End
User.
- Client
agrees to use the Services in accordance with their intended use and purpose
and in compliance with these Terms and applicable law. Any other use or
the resale of the Services or any portion thereof is expressly prohibited.
Client agrees not to use the Services for any use or purpose that is: (i)
obscene, libelous, blasphemous, pornographic, defamatory, inciting hatred,
threatening violence, offensive, terroristic or any similar offense; (ii)
unlawful or misleading; (iii) breaches the intellectual property rights of
a third party; (vi) undertaken on behalf of anyone other than Client; or
(v) in violation of any applicable local, state, national and foreign
laws, treatises and regulations. In addition, you will not: (a) reproduce,
modify, reverse engineer, prepare derivate works of, distribute, sell,
transfer, publicly display, transmit or otherwise use the Services other
than as expressly set forth in these Terms or as enabled by the features
of the Services; (b) use Saleo’s trademarks or service marks for any
purpose or alter, modify, obscure or remove Saleo’s trademarks from the
Services; (c) alter, modify or interfere with, or attempt to do any of the
foregoing, to the Services; (d) abuse or threaten, verbally or physically,
in writing or otherwise, any customer, licensor, employee, member, or
officer of Saleo; or (e) forge or manipulate headers, data, or network
protocols to disguise the origin of any information provided by you to the
Services or otherwise disrupt the intended use of the Services. If your
use of the Services causes undue stress on the Services and the systems
running the Services or is in violation of any of the Terms, we may limit,
suspend, or disable your access to the Services, and where practical we
will provide reasonable notice to Client to remediate such impact prior to
such limitation, suspension, or disablement. Saleo will have no liability
for any damages or losses suffered by Client or any Client End User
arising from the limitation, suspension, disabling or termination of
Client’s or any Client End User’s use and access to the Services in
accordance with this section.
- Client
is exclusively liable and responsible for all Content (as defined in
Section V.5. below) submitted by Client End Users to the Services in
connection with Client’s or any Client End User’s use of the Services.
- Client
acknowledges and agrees that there will be times, both scheduled and
unscheduled, when the Services will not be available. Saleo will have no
liability for any Service unavailability due to scheduled or emergency
maintenance regardless of the cause or the length of time of such
unavailability.
- Client
acknowledges they are familiar with and solely responsible for maintaining
systems and computers sufficient to meet the technical requirements
necessary to receive and access the Services. Client also understands and
accepts the risk and threats connected with the transmission of electronic
data over the internet.
- We
reserve the right to access and monitor Client End User accounts for
technical, administrative and security purposes only.
V.
Account Restrictions
- In order
to use and access the Services, you must meet the following requirements:
(a) You
must be legally able to enter into these Terms in your jurisdiction, including,
without limitation, being older than the minimum age of consent to enter into
contracts. In addition, all Client End Users must be at least 13 years of age
to register for, access and use the Services.
(b) You
must be a natural person or a natural person representing a business, company,
association or other organization. Accounts registered by automated methods,
such as “bots,” are in violation of these Terms and will be immediately
terminated.
(c) You
must provide a valid email address and accurately provide any other information
requested in order to complete the signup process. You agree to promptly update
and maintain as current such information in the event of any changes.
VI.
Proprietary
Rights
- Saleo retains
sole and exclusive ownership of all right, title and interest in and to
the Services, including, without limitation, the Website, and any
software, hardware or content utilized in the provision of the Services, whether
now existing or developed by Saleo during the Term, including all
copyright and any other intellectual property rights therein. These Terms
convey a limited right to use and access the Services and any software or
content made available to you in connection with such use and access. No
title to or ownership of the Services or software or content, or any other
intellectual property rights contained therein or provided in connection
therewith, is transferred to you. All rights not expressly granted hereby
are reserved by Saleo and its licensors.
- Saleo
and staging.saleo.io and any logos, trademarks, service marks, product names and
trade names associated with Saleo or the Services are owned by Saleo.
- Client
feedback and suggestions regarding the Services is important to us. You
agree that we may use such feedback and suggestions without any obligation
to compensate you for them. Client hereby grants us a non-exclusive,
worldwide, royalty-free, sublicensable, transferable, irrevocable,
perpetual license to use, modify, adapt, publish, perform, or derive new
works from your feedback and suggestions as we choose. As a condition of
using the Services, you agree to keep all such feedback confidential and
to refrain from disparaging Saleo, its website and the Services.
- The
Services and other software and content provided in connection therewith
are protected by copyright, trademark and other laws of the United States
and foreign countries.
- Client
is solely responsible for all materials, including, without limitation,
information, data, text, software, music, sound, photographs, graphics,
video and electronic messages or other content (collectively, “Content”)
posted, received or transmitted by Client via the Services. You hereby
grant to Saleo the right to use and access the Content as needed in order
to provide the Services and exercise its rights under these Terms. No title
or ownership rights to the Content are transferred to Saleo hereunder.
- We have
the right, but not the obligation, to remove Content that we determine in
our sole discretion to be offensive or that we otherwise determine is
unacceptable or inappropriate for the Services.
- Client
acknowledges and agrees that we cannot control Content posted to the
Services. You agree to use the Services at your own risk and understand
that by using the Services you may be exposed to Content that you may find
offensive, indecent, incorrect or objectionable. You further agree that
under no circumstances will Saleo be liable in any way for any Content,
including any errors or omissions in any Content, or any loss or damage of
any kind incurred as a result of your use of any Content. You must assess
and bear all risks associated with the use of any Content, including any
reliance on the integrity or accuracy of such Content.
VII.
Term and
Termination
- These
Terms shall be effective as of the Effective Date and shall remain in
effect until all Subscription Terms hereunder have expired or have been
terminated.
- Either
party may terminate a Subscription Term for cause if the other party
commits a material breach of these Terms that remains uncured thirty (30)
days after written notice of such breach is delivered to the other
party. Each Subscription Term will automatically renew for additional
one-year terms (each a “Renewal Term”) (the initial Subscription Term and
all Renewal Terms are collectively, the “Subscription Term”) unless
either party delivers the other written notice of termination at least
sixty (60) days prior to expiration of the then-current Subscription Term.
Fees will be limited to a 10% increase, annually, after the initial Subscription
Term, assuming the same products are licensed and that Client has not
expanded the use through merger or acquisition or beyond any use
restrictions established in these Terms.
- Upon
termination of these Terms, the rights granted to Client herein will
immediately terminate and Client will immediately cease all use and access
to the Services and Saleo will have the right to remove and purge your
data and information, including without limitation, account information,
from the Services and other Saleo systems and computers. Notwithstanding
the foregoing, Saleo will delete your Content within [thirty (30)] days
after you request such deletion. Upon termination, you will no longer have
the right to use the Services.
VIII.
Third
Party Services
- From
time to time, separate applications, services websites and links that
integrate or interoperate with the Services (each, a “Third Party
Service”) may become available, either directly from Saleo or
independently. If Client chooses to install, access or enable a Third
Party Service, Client agrees that the Third Party Service provider may
acquire access to your account data and information as required for the
interoperation or integration of such Third Party Service and you grant
Saleo permission to give such Third Party Service access to your account
data and information. All Third Party Services are governed by their own
terms and conditions and are not considered Services under these Terms.
- Saleo
does not warrant, endorse or assume any responsibility for any Third Party
Service. If you access or use a Third Party Service from the Services, you
do so at your own risk, and you understand that these Terms do not apply
to use of any Third Party Service.
- You
agree that Saleo shall have no liability arising from your use of any
Third Party Service.
IX.
Warranties,
Release and Disclaimer
- Client
releases, to the fullest extent permitted by law, Saleo and its affiliates
and each of their directors, officers, managers, members, shareholders,
employees, representatives, consultants, agents and licensors from
responsibility, liability, claims, demands, and/or damages (actual and
consequential) of every kind and nature, known and unknown, arising out of
or in any way connected with the following: (i) disputes between users,
including those between and among you, Client End Users, and other users;
(ii) Third Party Services, including Content found on such sites and
services; (iii) disputes concerning any use of or action taken using your
account by you or a third party; or (iv) claims relating to the
unauthorized access to any data communications or Content stored under or
relating to your account, including unauthorized use or alteration of such
communications or your Content.
- [EXCEPT
AS EXPRESSLY PROVIDED HEREIN,] ALL CONDITIONS, REPRESENTATIONS AND
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR
UNINTERRUPTED AVAILABILITY, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW.
X.
Indemnification.
- Client
agrees to defend, indemnify and hold harmless Saleo and its affiliates and
each of their officers, directors, managers, members, shareholders,
employees, representatives, consultants, agents and licensors, harmless
for any losses, costs, liabilities and expenses (including reasonable
attorneys’ fees) relating to or arising out of your connection or access
to or use of the Services, including, but not limited to, any breach by
Client of these Terms and any claims arising from any Content client
submits, posts, transmits or makes available through the Services.
- Saleo
agrees to defend you against any claim, demand, suit or proceeding made or
brought against you by a third party alleging that the use of the Services
in accordance with these Terms infringes or misappropriates such third
party’s intellectual property rights (a “Claim Against You”), and will
indemnify you from any damages, attorney fees and costs finally awarded
against you as a result of, or for amounts paid by you under a
court-approved settlement of, a Claim Against You, provided that you (a)
promptly give us written notice of the Claim Against You, (b) give us sole
control of the defense and settlement of the Claim Against You (except
that we may not settle any Claim Against You unless it unconditionally
releases you of all liability), and (c) give us all reasonable assistance,
at our expense. If we receive information about an infringement or
misappropriation claim related to the Services, we may in our discretion
and at no cost to you (i) modify the Services so that they no longer
infringe or misappropriate, (ii) obtain a license for your continued use
of that Service in accordance with these Terms, or (iii) terminate your
subscriptions for that Service upon thirty (30) days’ written notice and
refund you any prepaid fees covering the remainder of the term of the
terminated subscriptions. Notwithstanding the foregoing, the above defense
and indemnification obligations do not apply to the extent a Claim Against
You arises from (i) modifications to the Services made by a party other
than Saleo, (ii) the combination of the Services or any part thereof with
any other products, hardware, software, applications, processes, or
technologies, including any Third Party Service, to the extent the alleged
infringement would have been avoided but for such combination, (iii) any
unauthorized use of the Services or breach of this Agreement.
XI.
Limitations
of Liability
- TO THE
MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF SALEO AND ITS
AFFILIATES AND THEIR DIRECTORS, MANAGERS, OFFICERS, MEMBERS, SHAREHOLDERS,
EMPLOYEES, REPRESENTATIVES, CONSULTANTS, AGENTS AND LICENSORS WITH RESPECT
TO ANY CLAIMS ARISING OUT OF THESE TERMS SHALL BE A CLAIM FOR MONEY
DAMAGES LIMITED TO THE AGGREGATE OF ALL AMOUNTS PAID BY CLIENT TO SALEO UNDER
THESE TERMS DURING THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING
RISE TO LIABILITY.
- TO THE
MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SALEO BE LIABLE FOR:
(I) ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING,
WITHOUT LIMITATION, LOSS OF PROFITS AND GOODWILL, BUSINESS OR BUSINESS
BENEFIT, OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES BY
CLIENT EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; (II) DAMAGES
RELATING TO YOUR ACCESS TO, USE OF OR INABILITY TO ACCESS OR USE THE
SERVICES; (III) ANY DELAY OR FAILURE TO PROVIDE THE SERVICES THAT IS DUE
TO THIRD PARTIES, INCLUDING, WITHOUT LIMITATION, INTERNET SERVICE
PROVIDERS, DATA CENTERS, SERVER HOSTING COMPANIES AND TELECOMMUNICATIONS
COMPANIES; OR (IV) DAMAGES RELATING TO ANY CONDUCT OR CONTENT OR ANY THIRD
PARTY SERVICES.
- THE
LIMITATIONS IN SECTIONS X.1 AND X.2 APPLY TO ALL CLAIMS, WHETHER BASED ON
WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, WHETHER OR NOT SALEO HAS
BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND FURTHER WHERE A
REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. YOU
ACKNOWLEDGE THAT THIS ALLOCATION OF RISK IS A MATERIAL INDUCEMENT TO YOUR
ACCESS TO THE SERVICES.
XII.
Privacy
Policy & Confidentiality
- Saleo
cares about the privacy of its clients. A description of our treatment of
information collected through the use of the Services or other reasonable
means that may happen through normal interaction with us is set forth in a
separate Privacy Policy located at: https://staging.saleo.io/about-us/privacy-policy/
.
- As used
herein, “Confidential Information” means all confidential
information disclosed by a party to the other party, whether orally or in
writing, that is designated as confidential or that reasonably should be
understood to be confidential given the nature of the information and the
circumstances of disclosure. However, Confidential Information does not
include any information that (i) is or becomes generally known to the
public without breach of any obligation owed to the disclosing party, (ii)
was known to the receiving party prior to its disclosure by the disclosing
party without breach of any obligation owed to the disclosing party, (iii)
is received from a third party without breach of any obligation owed to
the disclosing party, or (iv) was independently developed by the receiving
party without use of or reference to the disclosing party’s Confidential
Information. Each party agrees that Confidential Information received
from the other shall be treated as confidential and protected in the same
manner as the receiving Party treats its own confidential information (but
in no event less than reasonable care). Each Party agrees not to use any
Confidential Information of the other for any purpose other than
exercising its rights and fulfilling its obligations hereunder and not to
transfer, distribute or disclose to any third party any Confidential
Information of the other, except as expressly authorized in writing by the
other and shall confine knowledge and use of the Confidential Information
received from the other to those of its employees and contractors who
require such knowledge and use of the information in the ordinary course
of and scope of their employment pursuant to this agreement. The
obligations of the parties, with regard to the Confidential Information of
the other that constitutes trade secrets, shall remain in effect for as
long as such Confidential Information shall remain a trade secret under
applicable law. All other Confidential Information shall remain protected
during the term of this agreement and for three (3) years thereafter.
- Client
understands that by using the Services you consent to the collection, use
and disclosure of your information and aggregate data as set forth in our
Privacy Policy, and to have your information collected, used, transferred
to and processed in the United States and abroad.
XIII.
General
- You may
not assign these Terms, in whole or in part, without the prior written
consent of Saleo.
- These
Terms will be governed by and construed in accordance with the laws of the
State of Georgia, United States of America and any litigation between
Client and Saleo regarding these Terms shall be exclusively conducted in
the state or federal courts located in Atlanta, Georgia, United States of
America.
- Each
Party agrees to work together to issue a press release that is mutually
agreeable to both parties. Prior written consent is required from both
parties prior to distribution of the release. Saleo may use Client’s logo
or Client’s name for (i) promoting and advertising Client as a Saleo
customer on our website and (ii) promoting and advertising Client as a
Saleo customer on sales and marketing slides.
- Client
agrees they must resolve disputes with us on an individual basis and may
not bring a claim as a plaintiff or a class member in a class,
consolidated or representative action. Class arbitrations, class actions,
private attorney general actions and consolidation with other arbitrations
are not allowed.
- Client
agrees that, regardless of any statute or law to the contrary, any claim
or cause of action against Saleo arising out of or related to use of the
Service, Terms or our Privacy Policy must be filed within one (1) year
after such claim or cause of action arose or be forever barred.
- Client
agrees that because of the unique nature of the Services and Saleo’s
proprietary rights therein, a breach of these Terms by you would
irreparably harm Saleo and monetary damages would be inadequate
compensation. Therefore, Client agrees that Saleo shall be entitled to
preliminary and permanent injunctive relief, as determined by any court of
competent jurisdiction to enforce the provisions of these Terms. The
prevailing party to any such request for preliminary or permanent
injunctive relief shall be entitled to an award of its reasonable
attorneys’ fees.
- If any
provision of these Terms is declared void, illegal, or unenforceable, the
remainder of these Terms will be valid and enforceable to the extent
permitted by applicable law. In such event, the parties agree to use their
best efforts to replace the invalid or unenforceable provision by a
provision that, to the extent permitted by the applicable law, achieves
the purposes intended under the invalid or unenforceable provision.
- Any
failure by any party to these Terms to enforce at any time any term or
condition under these Terms will not be considered a waiver of that
party’s right thereafter to enforce each and every term and condition of
these Terms.
- Neither
party will be responsible for delays resulting from circumstances beyond
the reasonable control of such party, provided that the nonperforming
party uses reasonable efforts to avoid or remove such causes of
nonperformance and continues performance hereunder with reasonable
dispatch whenever such causes are removed.
- These
Terms constitute the entire agreement and understanding between the
parties with respect to the subject matter hereof and supersedes all prior
agreements, oral and written, made with respect to the subject matter
hereof and cannot be altered by you except by agreement in writing
executed by an authorized representative of each party. No purchase order
and/or standard terms of purchase provided by you shall supersede these
Terms.
- Nothing
in these Terms shall give, directly or indirectly, any third party any
enforceable benefit or any right of action against Saleo and such third
parties shall not be entitled to enforce any provisions of these Terms
against Saleo.
- Any
notices or other communications required hereunder shall be in writing and shall
be deemed to have been given upon: (i) personal delivery, (ii) the second business
day after mailing, or (iii) the first business day after sending by email.
Notices to Us shall be addressed to hello@saleo.io. Billing-related
notices to you shall be addressed to the relevant billing contact
designated by you. Notices regarding modifications to these Terms will be
in writing and given by posting on the Website or otherwise disseminated
through the Services.
- Each
party shall comply with all applicable law in the use and provision of the
Services.
- Headings
in these terms are for convenience of reference only and will have no
legal or contractual effect.
