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Terms of use

Effective as of 1/09/2009

Welcome to SalesBook, a site that connects you with professional people around you. The SalesBook service and network (collectively, "SalesBook" or "the Service") are operated by SalesBook, Inc. and its corporate affiliates (collectively, "us", "we" or "the Company"). By accessing or using our web site at www.SalesBook.com or the mobile version thereof (together the "Site") or by posting a content on your site, you (the "User") signify that you have read, understand and agree to be bound by these Terms of Use ("Terms of Use" or "Agreement"), whether or not you are a registered member of SalesBook. We reserve the right, at our sole discretion, to change, modify, add, or delete portions of these Terms of Use at any time without further notice. If we do this, we will post the changes to these Terms of Use on this page and will indicate at the top of this page the date these terms were last revised. Your continued use of the Service or the Site after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to abide by these or any future Terms of Use, do not use or access (or continue to use or access) the Service or the Site. It is your responsibility to regularly check the Site to determine if there have been changes to these Terms of Use and to review such changes.

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THESE INCLUDE VARIOUS LIMITATIONS AND EXCLUSIONS, AND A DISPUTE RESOLUTION CLAUSE THAT GOVERNS HOW DISPUTES WILL BE RESOLVED.

Eligibility

Membership in the Service is void where prohibited. This Site is intended solely for users who are business professionals and at least eighteen (18) years of age or older. Any registration by, use of or access to the Site by anyone under 18 is unauthorized, unlicensed and in violation of these Terms of Use. By using the Service or the Site, you represent and warrant that you are 18 or older and a business professional, or that you are 18 or older, and that you agree to and to abide by all of the terms and conditions of this Agreement.

Registration Data; Account Security

In consideration of your use of the Site, you agree to (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Site ("Registration Data"); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to Company, to keep it accurate, current and complete; and (d) be fully responsible for all use of your account and for any actions that take place using your account.

Proprietary Rights in Site Content; Limited License

All content on the Site and available through the Service, including designs, text, graphics, pictures, video, information, applications, software, music, sound and other files, and their selection and arrangement (the "Site Content"), are the proprietary property of the Company, its users or its licensors with all rights reserved. No Site Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the Company's prior written permission, except that the foregoing does not apply to your own User Content (as defined below) that you legally post on the Site. Provided that you are eligible for use of the Site, you are granted a limited license to access and use the Site and the Site Content and to download or print a copy of any portion of the Site Content to which you have properly gained access solely for your use, provided that you keep all copyright or other proprietary notices intact. Except for your own User Content, you may not, without appropriate permission, upload or republish Site Content on any Internet, Intranet or Extranet site or incorporate the information in any other database or compilation, and any other use of the Site Content is strictly prohibited. User content which you publicly post on your profile, including any pictures, videos, or written content, may be used by SalesBook for demonstration, advertising or any other purpose which SalesBook deems useful. Such license is subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods. Any use of the Site or the Site Content other than as specifically authorized herein, without the prior written permission of Company, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

Trademarks

SALESBOOK, and other Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Company in the U.S. and/or other countries. Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company.

User Conduct

You understand that except for advertising programs offered by us on the Site, the Service and the Site are available for your personal and commercial use only. You represent, warrant and agree that no materials of any kind submitted through your account or otherwise posted, transmitted, or shared by you on or through the Service will violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; or contain libelous, defamatory or otherwise unlawful material.

In addition, you agree not to use the Service or the Site to:

harvest or collect email addresses or other contact information of other users from the Service or the Site by electronic or other means for the purposes of sending unsolicited emails or other unsolicited communications;
use the Service or the Site in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Site;
use automated scripts to collect information from or otherwise interact with the Service or the Site;
upload, post, transmit, share, store or otherwise make available any content that we deem to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable;
upload, post, transmit, share, store or otherwise make available any videos other than those of a professional nature;
register for a User account on behalf of an individual other than yourself, register under a false or misleading name, or register for a User account on behalf of any group or entity without appropriate authorization;
impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity;
upload, post, transmit, share or otherwise make available any unsolicited or unauthorized advertising, solicitations, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
upload, post, transmit, share, store or otherwise make publicly available on the Site any private information of any third party, including, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
solicit personal information from anyone under 18 or solicit passwords or personally identifying information for commercial or unlawful purposes;
upload, post, transmit, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
intimidate or harass another;
upload, post, transmit, share, store or otherwise make available content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
use or attempt to use another's account, service or system without authorization from the Company, or create a false identity on the Service or the Site.
upload, post, transmit, share, store or otherwise make available content that, in the sole judgment of Company, is objectionable or which restricts or inhibits any other person from using or enjoying the Site, or which may expose Company or its users to any harm or liability of any type.

Without limiting any of the foregoing, you also represent and warrant to SalesBook that you agree to use this site solely in a professional manner as deemed by SalesBook. Complaints from consumers or other professionals regarding unprofessional, unethical or illegal conduct may result in termination of your access to the service.

User Content Posted on the Site

You are solely responsible for the photos, profiles (including your name, image, and likeness), messages, notes, text, information, music, video, advertisements, listings, and other content that you upload, publish or display (hereinafter, "post") on or through the Service or the Site, or transmit to or share with other users (collectively the "User Content"). You may not post, transmit, or share User Content on the Site or Service that you did not create or that you do not have permission to post. You understand and agree that the Company may, but is not obligated to, review the Site and may delete or remove (without notice) any Site Content or User Content in its sole discretion, for any reason or no reason, including User Content that in the sole judgment of the Company violates this Agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of users or others. You are solely responsible at your sole cost and expense for creating backup copies and replacing any User Content you post or store on the Site or provide to the Company.

When you post User Content to the Site, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Site. By posting User Content to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such User Content for any purpose, commercial, advertising, or otherwise, on or in connection with the Site or the promotion thereof, to prepare derivative works of, or incorporate into other works, such User Content, and to grant and authorize sublicenses of the foregoing. You may remove your User Content from the Site at any time. If you choose to remove your User Content, the license granted above will automatically expire, however you acknowledge that the Company may retain archived copies of your User Content. SalesBook does not assert any ownership over your User Content; rather, as between us and you, subject to the rights granted to us in these Terms, you retain full ownership of all of your User Content and any intellectual property rights or other proprietary rights associated with your User Content.

Copyright Complaints

We respect the intellectual property rights of others and we prohibit users from uploading, posting or otherwise transmitting on the SalesBook website or service any materials that violate another party's intellectual property rights. When we receive proper Notification of Alleged Copyright Infringement as described in our SalesBook Privacy Policy, we promptly remove or disable access to the allegedly infringing material and terminate the accounts of repeat infringers as described herein in accordance with the Digital Millennium Copyright Act. If you believe that any material on the Site infringes upon any copyright which you own or control, you may send a written notification of such infringement to our Designated Agent. Please see our SalesBook Privacy Policy for more information on how to report infringement of your copyright.

Repeat Infringer Policy

In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, Company has adopted a policy of terminating, in appropriate circumstances and at Company's sole discretion, members who are deemed to be repeat infringers. Company may also at its sole discretion limit access to the Site and/or terminate the memberships of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Third Party Websites and Content

The Site contains (or you may be sent through the Site or the Service) links to other web sites ("Third Party Sites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Applications, Software or Content"). Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any site to which you navigate from the Site or relating to any applications you use or install from the site.

Protected Content

Company offers a feature whereby users of the Site can share with others or post to their own member profile, videos, articles and other Third Party Applications, Software or Content from, and/or links to, Third Party Sites through the Service (the "Share Service") and protect who may view that content. You acknowledge and agree that your use of these Services and all links, User Content or Third Party Applications, Software or Content shared through the Service is subject to, and will fully comply with the user conduct rules set forth above and the other terms and conditions set forth in these Terms of Use.

Use of Links by Online Content Providers

Subject to the terms and conditions of these Terms of Use, Third Party Sites that meet the requirements set forth below may place a Link (as described below), in the form approved by Company, on pages of their web sites to facilitate use of the Service. A Third Party Site that posts a Link on its web site is referred to herein as an "Online Content Provider" and shall abide and be subject to the applicable sections of these Terms of Use. A "Link" is a button and/or a text link appearing on an Online Content Provider's web page that, upon being clicked by a user, enables us to launch a sharing mechanism through which users can share with others or post to their own member profile, links and content from that page.

In the event that the Link is a button that contains any icons or other graphic images, trademarks or other proprietary materials of the Company, Online Content Provider is granted permission to use such images, trademarks or other materials solely for the purpose of placing the Share Link on Online Content Provider's site and solely in the current form provided by the Company. In the event that the Link is a text link, it must include the word "SalesBook" as part of the link. The rights granted in this paragraph may be revoked by Company at any time with or without cause in its sole discretion, and upon such termination, Online Content Provider agrees to immediately remove all Links from its site.

In order for an Online Content Provider to include a Link on its pages, the Third Party Site must not contain any web content that if shared or posted by a user would be a violation of the user conduct rules set forth above. Without limiting the forgoing, Online Content Provider agrees not to post a Link on any web site that contains, and represents and warrants that such web site does not and will not contain, any content that is infringing, harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, lewd, fraudulent, or invasive of privacy or publicity rights or that may expose Company or its users to any harm or liability of any type. Upon including of a Link, Online Content Provider agrees to defend, indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with such Link, any links, content or other items or materials which may be shared or posted through such Link, or any breach or alleged breach of the foregoing representations and warranties.

By including a Link, Online Content Provider automatically grants, and represents and warrants that it has the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use the Service in order to link to, use, copy, publish, stream, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), summarize, and distribute the content, links and other materials of any kind residing on any web pages on which Online Content Provider places the Link.

Terms of Sale

These Terms of Sale do not apply to products or services provided or offered by SalesBook members or other Third Parties. By ordering products or services from Company through the Site, you agree to be bound by and accept the Terms of Sale. The Terms of Sale are subject to change without prior notice at any time, in Company's sole discretion so you should review the Terms of Sale each time you make a purchase. For any service offered and run on the SalesBook system, including subscription services, all payments are due prior to the initiation of any subscription services and are not refundable.

User Disputes

You are solely responsible for your interactions with other SalesBook users. We reserve the right, but have no obligation, to monitor disputes between you and other users.

Privacy

We care about the privacy of our users. Click here to view the SalesBook's Privacy Policy. By using the Site or the Service, you are consenting to have your personal data transferred to and processed in the United States.

Disclaimers

The Company is not responsible or liable in any manner for any User Content or Third Party Applications, Software or Content posted on the Site or in connection with the Service, whether posted or caused by users of the Site, by SalesBook, by third parties or by any of the equipment or programming associated with or utilized in the Site or the Service. Although we provide rules for user conduct and postings, we do not control and are not responsible for what users post, transmit or share on the Site and are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content you may encounter on the Site or in connection with any User Content or Third Party Applications, Software or Content. The Company is not responsible for the conduct, whether online or offline, of any user of the Site or Service.

The Site and the Service may be temporarily unavailable from time to time for maintenance or other reasons. Company assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, User communications. The Company is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email or players on account of technical problems or traffic congestion on the Internet or at any Site or combination thereof, including injury or damage to User's or to any other person's computer, mobile phone, or other hardware or software, related to or resulting from using or downloading materials in connection with the Web and/or in connection with the Service, including any Mobile Client software. Under no circumstances will the Company be responsible for any loss or damage, including any loss or damage to any User Content or personal injury or death, resulting from anyone's use of the Site or the Service, any User Content or Third Party Applications, Software or Content posted on or through the Site or the Service or transmitted to Users, or any interactions between users of the Site, whether online or offline.

THE SITE, THE SERVICE (INCLUDING THE MOBILE SERVICES, THE SHARE SERVICE AND THE MARKETPLACE SERVICE), ANY PLATFORM APPLICATIONS AND THE SITE CONTENT ARE PROVIDED "AS-IS" AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE COMPANY CANNOT GUARANTEE AND DOES NOT PROMISE ANY SPECIFIC RESULTS FROM USE OF THE SITE AND/OR THE SERVICE AND/OR ANY PLATFORM APPLICATIONS. COMPANY DOES NOT REPRESENT OR WARRANT THAT SOFTWARE, CONTENT OR MATERIALS ON THE SITE, THE SERVICE OR ANY PLATFORM APPLICATIONS ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SITE OR SERVICE ITS SERVERS, OR ANY PLATFORM APPLICATIONS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THEREFORE, YOU SHOULD EXERCISE CAUTION IN THE USE AND DOWNLOADING OF ANY SUCH SOFTWARE, CONTENT OR MATERIALS AND USE INDUSTRY-RECOGNIZED SOFTWARE TO DETECT AND DISINFECT VIRUSES. WITHOUT LIMITING THE FOREGOING, YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN CONTENT, MATERIAL, DATA OR SOFTWARE (INCLUDING ANY MOBILE CLIENT) FROM OR THROUGH THE SERVICE AND ANY PLATFORM APPLICATIONS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR YOUR USE THEREOF AND ANY DAMAGES TO YOUR MOBILE DEVICE OR COMPUTER SYSTEM, LOSS OF DATA OR OTHER HARM OF ANY KIND THAT MAY RESULT.

The Company reserves the right to change any and all content, software and other items used or contained in the Site and any Services and Platform Applications offered through the Site at any time without notice. Reference to any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation thereof, or any affiliation therewith, by Company.

Limitation on Liability

IN NO EVENT WILL COMPANY OR ITS DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE TO YOU OR ANY THIRD PERSON FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING FOR ANY LOST PROFITS OR LOST DATA ARISING FROM YOUR USE OF THE SITE OR THE SERVICE, ANY PLATFORM APPLICATIONS OR ANY OF THE SITE CONTENT OR OTHER MATERIALS ON, ACCESSED THROUGH OR DOWNLOADED FROM THE SITE, EVEN IF THE COMPANY IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, THE COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP, BUT IN NO CASE WILL THE COMPANY'S LIABILITY TO YOU EXCEED $1000. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO COMPANY FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM COMPANY, REGARDLESS OF THE CAUSE OF ACTION.

Termination

The Company may terminate your membership, delete your profile and any content or information that you have posted on the Site or through any Platform Application and/or prohibit you from using or accessing the Service or the Site or any Platform Application (or any portion, aspect or feature of the Service or the Site or any Platform Application) for any reason, or no reason, at any time in its sole discretion, with or without notice, including if it believes that you are under 18 and not a business professional.

Governing Law; Venue and Jurisdiction

By visiting or using the Site and/or the Service, you agree that the laws of the State of Texas, without regard to principles of conflict of laws, will govern these Terms of Use and any dispute of any sort that might arise between you and the Company or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Texas, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Texas.

Arbitration

YOU AND COMPANY AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF USE, THE SITE AND/OR THE SERVICE (INCLUDING YOUR VISIT TO OR USE OF THE SITE AND/OR THE SERVICE) SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of us has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated any of the user conduct rules set forth above or in the Code of Conduct then the parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions you enter into with a third party through the SalesBook Marketplace may be arbitrated.

Arbitration under this Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes ( the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, the Company will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.

To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THESE TERMS OF USE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to the Site and/or the Service (including your visit to or use of the Site and/or the Service) be instituted more than two (2) years after the cause of action arose.

Indemnity

You agree to indemnify and hold the Company, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney's fees, arising out of or in connection with any User Content, any Third Party Applications, Software or Content you post or share on or through the Site (including through the Share Service), your use of the Service or the Site, your conduct in connection with the Service or the Site or with other users of the Service or the Site, or any violation of this Agreement or of any law or the rights of any third party.

Submissions

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Site or the Service ("Submissions"), provided by you to Company are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

Definitions and Constructions

Unless otherwise specified, the terms "includes", "including", "e.g.,", "for example", and other similar terms are deemed to include the term "without limitation" immediately thereafter. Terms used in these Terms with the initial letter(s) capitalized will have the meaning attributed to them in these Terms.

Other

These Terms of Use constitute the entire agreement between you and Company regarding the use of the Site and/or the Service, superseding any prior agreements between you and Company relating to your use of the Site or the Service. The failure of Company to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision in that or any other instance. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. If any provision of these Terms of Use shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

Questions

Please visit our help page for more information.

PRIVATE LABEL: ADDITIONAL TERMS

The following are additional terms and conditions for Private Label Subscription Services

Specific Definitions:

"Affiliate," whether capitalized or not, means, with respect to a specified Person, any Person which directly or indirectly controls, is controlled by, or is under common control with the specified person as of the date of this Agreement, for as long as such relationship remains in effect.

"Confidential Information" means all business information disclosed by one party to the other in connection with this Agreement unless it is or later becomes publicly available through no fault of the other party or it was or later is rightfully developed or obtained by the other party from independent sources free from any duty of confidentiality. Without limiting the generality of the foregoing, Confidential Information shall include Customer's data and shall include SalesBook's Proprietary Items. Confidential Information shall include the terms of this Agreement, but not the fact that this Agreement has been signed, the identity of the parties hereto or the identity of the products licensed hereunder. Confidential Information does not include information that: (i) is or becomes known to the public without fault or breach of the Receiving Party; (ii) the Disclosing Party regularly discloses to third parties without restriction on disclosure; or (iii) the Receiving Party obtains from a third party without restriction on disclosure and without breach of a non-disclosure obligation

"Copy," whether capitalized or not, means any paper, disk, tape, film, memory device, or other material or object on or in which any words, object code, or other symbols are written, recorded or encoded, whether permanent or transitory.

"Documentation" means SalesBook's standard Terms of Use, Privacy Policy, user guides, tutorials as attached to this Agreement or as published on the SalesBook web site to assist Customer with the use of Private Label Services.

"Execution Date" means the latest date shown on the signature line of this Agreement.

"Export Laws" means all laws, administrative regulations, and executive orders of any Applicable Jurisdiction relating to the control of imports and exports of commodities and technical data, Private Label Services and related property, use or remote use of Private Label Services and related property, or registration of this Agreement, including the Export Administration Regulations of the U.S. Department of Commerce, and the International Traffic in Arms Regulations of the U.S. Department of State. "Applicable Jurisdiction" means the U.S., and any other jurisdiction where any Proprietary Items will be located or from where any Proprietary Items will be accessed under this Agreement.

"Good Faith Dispute" means a good faith dispute by Customer of certain amounts invoiced under this Agreement. A Good Faith Dispute will be deemed to exist only if (1) Customer has given written notice of the dispute to SalesBook promptly after receiving the invoice and (2) the notice explains Customer's position in reasonable detail. A Good Faith Dispute will not exist as to an invoice in its entirety merely because certain amounts on the invoice have been disputed.

"Including" means including but not limited to.

"New Product" means new module or modules available to be licensed to Customer by SalesBook which was not previously licensed to Customer either because the new module was not available or Customer chose not to license it.

"Person," whether capitalized or not, means any individual, sole proprietorship, joint venture, partnership, corporation, company, firm, bank, association, cooperative, trust, estate, government, governmental agency, regulatory authority, or other entity of any nature.

"Powered-by Branding" means the sub-branded "Powered by SalesBook" contained on the Private Label pages.

"Private Label" means the SalesBook services branded with the Customer's brand.

"Private Label Services" means those services provided by SalesBook according to its Terms of Use and Privacy Policy and any additional services set forth between SalesBook and Customer in Appendix 1.

"Privacy Policy" means the SalesBook privacy policy as published on its web site intended to provide notice to the Customer of the use of the information collected on the SalesBook site.

"Proprietary Items" means, collectively, the Private Label and Documentation, the visual expressions, screen formats, report formats and other design features of the Private Label, all ideas, methods, algorithms, formulae and concepts used in developing and/or incorporated into the Private Label or Documentation, all future modifications, revisions, updates, refinements, improvements and enhancements of the Private Label or Documentation, all derivative works (as such term is used in the U.S. copyright laws) based upon any of the foregoing, and all copies of the foregoing.

"Terms of Use" means the SalesBook terms of use published on its web site which provides the terms a user accepts as a prerequisite to access to the SalesBook services.

Additional Customer Obligations:

Access to Facilities and Employees. Customer shall provide SalesBook with reasonable access to the Customer's facilities, equipment and employees, and shall otherwise cooperate with SalesBook, as reasonably necessary for SalesBook to perform its installation, training, support and other obligations under this Agreement. SalesBook will endeavor to minimize any disruption to Customer's day-to-day business operations in providing services to Customer under this Agreement.

Customer Operation of Private Label. Except as otherwise specified in this Agreement, Customer shall be exclusively responsible for the supervision, management, operation and control of its use of the Private Label, including but not limited to: (1) establishing adequate backup plans in the event of computer or Private Label malfunction or disaster, (2) implementing sufficient procedures and checkpoints to satisfy Customer's requirements for security and accuracy of input and output data as well as restart and recovery in the event of malfunction or disaster, (3) informed use of output data insofar as technical expertise or professional judgment is required, (4) security, maintenance and distribution of system passwords, (5) COMPLIANCE WITH THE CAN-SPAM ACT OF 2003 AS PROVIDED IN THE USER TRAINING MATERIALS, and (6) verification and validation of data from Customer's previous system.

Specific Use Restrictions. In addition to the restrictions contained in the Terms of Use, Customer shall not do, attempt to do, nor permit any other Person to do, any of the following:

use any Proprietary Item for any purpose, at any location or in any manner not specifically authorized by this Agreement; or
make or retain any Copy of any Proprietary Item except as specifically authorized by this Agreement; or
create or recreate the source code for the Private Label, or re-engineer, reverse engineer, decompile or disassemble the Private Label; or
modify, adapt, translate or create derivative works based upon the Private Label or (except as otherwise provided for in Section 1.2 above) the Documentation, or combine or merge any part of the Private Label or (except as otherwise provided for in Section 1.2 above) the Documentation with or into any other Private Label or documentation; or
refer to or otherwise use any Proprietary Item as part of any effort either (i) to develop a program having any functional attributes, visual expressions or other features similar to those of the Private Label, or (ii) to compete with SalesBook; or
remove, erase or tamper with any copyright or other proprietary notice printed or stamped on, affixed to, or encoded or recorded in any Proprietary Item, or fail to preserve all copyright and other proprietary notices in any Copy of any Proprietary Item made by Customer; or
sell, market, license, sublicense, distribute or otherwise grant to any Person, including any outsourcer, vendor, consultant or partner, any right to use any Proprietary Item, whether on Customer's behalf or otherwise.

Additional Payment Obligations:

Expense Reimbursements. Whenever any services are provided by SalesBook at a Customer location or any other location requested by Customer other than one of SalesBook's locations, Customer shall reimburse SalesBook for reasonable travel, lodging, meal and related expenses incurred by SalesBook personnel in providing such services. Travel expenses incurred shall only be reimbursed to the extent that they are consistent with Customer Travel Policy. SalesBook shall provide copies of receipts documenting all travel, lodging, meal and other expenses (excluding mileage) with each invoice for travel expenses. Expenses not supported by receipts will not be reimbursed by Customer.

Taxes. The fees and other amounts payable by Customer to SalesBook under this Agreement do not include any taxes of any jurisdiction that may be assessed or imposed upon the copies of the Private Label and Documentation delivered to Customer, the license granted under this Agreement or the services provided under this Agreement, or otherwise assessed or imposed in connection with the transactions contemplated by this Agreement, including sales, use, excise, value added, personal property, export, import and withholding taxes, excluding only taxes based upon SalesBook's net income. Customer shall directly pay any such taxes assessed against it, and Customer shall promptly reimburse SalesBook for any such taxes payable or collectable by SalesBook. If Customer has provided SalesBook with proof of its tax exempt status, then, in the event that Customer's tax exempt status should become altered in any way throughout the term of this Agreement, Customer shall be obligated to notify SalesBook immediately of any such modification of tax exempt status and Customer shall become liable for all taxes as set forth above. In the event Customer fails to notify SalesBook of any such change, and penalties occur as a result of Customer's failure to notify SalesBook in a timely manner, Customer shall be liable for payment of any penalties assessed against SalesBook or Customer as a result thereof.

Payment Terms. Initial Private Label fees are do an payable upon the execution of the Private Label Subscription Agreement. Any additional charges incurred by Customer in the use of the Private Label Service will be invoiced by SalesBook and due upon receipt. These additional charges may include, but are not limited to custom services, ala carte service purchases, and/or exceeding any portion of the maximums for the stated subscription level in Appendix 1. All invoices shall be sent to Customer's address for invoices as designated by Customer or, if not designated, then the address printed on this Agreement. Payments may be made by check to the SalesBook address listed on the invoice. All fees and other amounts paid by Customer under this Agreement are non-refundable. Certain Other Remedies for Nonpayment. If Customer fails to pay to SalesBook, within thirty (30) days after SalesBook makes written demand therefor, any past-due amount payable under this Agreement (including interest thereon) that is not the subject of a Good Faith Dispute, in addition to all other rights and remedies which SalesBook may have at law or in equity, SalesBook may, in its sole discretion and without further notice to Customer, suspend performance of any or all of its obligations under this Agreement until all past due amounts are paid in full.

Currency. All dollar amounts referred to in this Agreement are in United States Dollars.

WARRANTIES AND LIMITATIONS

Express Limited Warranty of Private Label Performance and Remedy for Breach. SalesBook warrants to Customer that the Private Label, as and when first delivered to Customer by SalesBook, but without any modification whatsoever, when used by Customer in the manner specifically authorized by this Agreement, will perform as described in the Documentation, in all material respects. SalesBook's only obligation under this limited warranty will be to provide Customer with a correction of any failure of the Private Label to so perform in accordance with the Documentation.

Right to License; No Infringement. SalesBook warrants to Customer that it has the full legal right to grant to Customer the license granted under this Agreement, and that the Private Label and Documentation, as and when delivered to Customer by SalesBook and when properly used for the purpose and in the manner specifically authorized by this Agreement, do not infringe upon any United States patent, copyright, trade secret or other proprietary right of any other Person. SalesBook shall have no obligation under this Section unless Customer promptly gives written notice to SalesBook after any applicable infringement claim is initiated against Customer and allows SalesBook to have sole control of the defense or settlement of the claim (if Customer chooses to represent its own interests in any such action, Customer may do so at its own expense, but such representation must not prejudice SalesBook's right to control the defense of the claim and negotiate its settlement or compromise). The remedies provided in this Section are the sole remedies for a breach of the warranty contained in this Section. If any applicable infringement claim is initiated, or in SalesBook's sole opinion is likely to be initiated, then SalesBook shall, at its expense:

first attempt to modify or replace all or the infringing part of the Private Label or Documentation so that it is no longer infringing, provided that the Private Label functionality does not change in any material adverse respect; and if such remedy cannot be reasonably effected, then
procure for Customer the right to continue using the infringing part of the Private Label or Documentation; and if such remedy cannot be reasonably effected SalesBook will refund a pro-rata portion of the subscription fee paid by Customer.

Force Majeure. Neither party shall be liable for, nor shall either party be considered in breach of this Agreement due to any failure to perform its obligations under this Agreement as a result of a cause beyond its control, including any act of God or a public enemy, act of any military, civil or regulatory authority, change in any law or regulation, fire, flood, earthquake, storm or other like event, disruption or outage of communications (including the Internet or other networked environment), power or other utility, labor problem, unavailability of supplies or any other cause, whether similar or dissimilar to any of the foregoing, which could not have been prevented by the non-performing party with reasonable care.

Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE PRIVATE LABEL AND DOCUMENTATION IS PROVIDED "AS IS." WITH RESPECT TO THE PRIVATE LABEL, DOCUMENTATION, THE SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY OTHER MATTER PERTAINING TO THIS AGREEMENT AND EXCEPT AS EXPRESSLY STATED IN SECTION 6.1 OF THIS AGREEMENT, SALESBOOK MAKES NO REPRESENTATIONS OR WARRANTIES, ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INTERFERENCE, OR NON-INFRINGEMENT. SALESBOOK MAKES NO REPRESENTATIONS OR WARRANTIES, NOR SHALL SALESBOOK HAVE ANY LIABILITY WITH RESPECT TO, ANY THIRD PARTY PRODUCTS OR SERVICES.

Limitations. EXCEPT FOR A THIRD PARTY CLAIM UNDER SECTION 6.2 OF THIS AGREEMENT, SALESBOOK'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL UNDER NO CIRCUMSTANCES EXCEED THE INITIAL SALESBOOK PRIVATE LABEL LICENSE FEES ACTUALLY PAID BY CUSTOMER TO SALESBOOK UNDER THIS AGREEMENT.

Consequential Damage Exclusion. UNDER NO CIRCUMSTANCES SHALL SALESBOOK (OR ANY OF ITS AFFILIATES PROVIDING PRIVATE LABEL OR SERVICES UNDER THIS AGREEMENT) BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR LOST REVENUES, LOST PROFITS, LOSS OF BUSINESS, OR ANY INCIDENTAL, INDIRECT, EXEMPLARY, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING SUCH DAMAGES ARISING FROM ANY BREACH OF THIS AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE AND WHETHER OR NOT FORESEEABLE, EVEN IF SALESBOOK HAS BEEN ADVISED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

Other Limitations. The warranties made by SalesBook in this Agreement, and the obligations of SalesBook under this Agreement, run only to Customer and not to its Affiliates, its customers or any other Persons. Under no circumstances shall any Affiliate or customer of Customer or any other Person be considered a third party beneficiary of this Agreement or otherwise entitled to any rights or remedies under this Agreement, even if such Affiliates, customers or other Persons are provided access to the Private Label or data maintained in the Private Label via the Internet or other networked environment. Customer shall have no rights or remedies against SalesBook except as specifically provided in this Agreement. No action or claim of any type relating to this Agreement may be brought or made by Customer more than one (1) year after Customer first has knowledge of the basis for the action or claim.

Notice and Remedy of Breaches. Each party shall promptly give written notice to the other of any actual or suspected breach by it of any of the provisions of this Section 7, whether or not intentional, and the breaching party shall, at its expense, take all steps reasonably requested by the other party to prevent or remedy the breach.

Enforcement. The existence of any claim or cause of action that a party or any other Person may have against the other party shall not constitute a defense or bar to the enforcement of any of the provisions of these Terms of Use.

Termination by Customer. Customer may immediately terminate this Agreement, by giving written notice of termination to SalesBook, upon the occurrence of any of the following events:

SalesBook breaches any of its material obligations under this Agreement and does not cure the breach within sixty (60) days (provided that the breach is susceptible to cure) (or such other time period as may be reasonable under the circumstances) after Customer gives written notice to SalesBook describing the breach in reasonable detail.
Upon thirty (30) days notice of termination for convenience by Customer. SalesBook (or a surviving company in the event of a merger or sale of SalesBook) dissolves or liquidates or otherwise discontinues all or a significant part of its business operations.

Termination by SalesBook. SalesBook may immediately terminate this Agreement, by giving notice of termination to Customer, upon the occurrence of any of the following events:

Except for Customer's failure to pay any amount payable with respect to Subscription, Service and/or Support fees, Customer fails to pay to SalesBook, within thirty (30) days after SalesBook makes written demand therefore, any past-due amount payable under this Agreement that is not the subject of a Good Faith Dispute, or
Customer breaches any of the Terms of Use or any other of its material obligations under this Agreement, including violation of any applicable laws (e.g. CAN_SPAM Act) or Terms of Use and does not cure the breach (provided that the breach is susceptible to cure) after SalesBook gives written notice to Customer describing the breach in reasonable detail, or
Customer dissolves or liquidates or otherwise discontinues all or a significant part of its business operations.

Expiration of Term. Unless otherwise stated on Appendix 1 of this Agreement, the Private Label specified on Appendix 1 shall be for one year and shall automatically renew (subject to subscription price increases) until and unless terminated by either party

Online or Direct Telephone Support - Direct telephone access to SalesBook's System Private Label Support personnel who provide timely answers to usage questions, assist Customer on installing updates and resolve occasional Private Label Services problems. This service is available between the hours of 8:30 a.m. and 5:00 p.m. CST, Monday through Friday, excluding SalesBook honored holidays. The above services will be provided by Internet or telephone communication contact between SalesBook and Customer.

On-Site Support - Customer will have access to on-site support. On-site support will be provided at the current published per diem fee plus all travel expenses. All fees will be rounded off to the nearest half day. A day is defined as 8:00 a.m. to 5:00 p.m. CT, Monday through Friday, excluding SalesBook honored holidays. All on-site support time outside these hours will be charged at SalesBook's then current hourly rates for Private Label Services.

Customer Responsibilities--Internet access is required for delivery of SalesBook's support services and will be the primary connectivity medium for all support activities. The Customer will be responsible to provide reliable access to each server via the Internet. At least one dedicated dial-up telephone line with a high speed (56K minimum) modem, capable of connection to each server, is strongly recommended as a backup means of communication in the event of Internet failure.
Customer will be responsible for the costs of travel, lodging and related expenses for training and support provided by SalesBook to personnel at Customer's location.
Services necessitated by problems caused by unauthorized Customer changes, acts of God, or Customer's improper use of the systems or equipment, or other causes beyond SalesBook's control will not be supported by SalesBook.