PLATFORM SERVICES AGREEMENT

 

Last Updated: December 20, 2022

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This Platform Services Agreement (the “Agreement”) are an agreement between you or the entity you represent (hereinafter referred to as “you,” “your,” or “user”) and Sales Innovator, LLC, a limited liability company governed by the laws of the State of Idaho, USA (hereinafter referred as “Sales Innovator,” ”we," “our,” or “us”). We own and operate the website found at www.salesinnovator.com as well as all related websites including our subdomains, applications, browser extensions, and other services, products, software, or mobile applications provided by us (collectively, “Platform”).  

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PLEASE READ THE AGREEMENT CAREFULLY AS IT LIMITS THE LIABILITY OF SALES INNOVATOR, LLC AND INCLUDES A BINDING ARBITRATION CLAUSE. BY CLICKING "I ACCEPT," OR BY OR OTHERWISE ACCESSING OR USING THE PLATFORM, YOU AGREE THAT YOU HAVE READ AND UNDERSTOOD, AND, AS A CONDITION TO YOUR USE OF THE PLATFORM, YOU AGREE TO BE BOUND BY, THE FOLLOWING TERMS, INCLUDING SALES INNOVATOR'S PRIVACY POLICY AND ANY ADDITIONAL TERMS AND POLICIES SALES INNOVATOR MAY PROVIDE FROM TIME TO TIME. IF YOU DO NOT ACCEPT THIS AGREEMENT AND ALL THE POLICIES AND DOCUMENTS INCORPORATED HEREIN BY REFERENCE IN THEIR ENTIRETY, YOU MAY NOT USE ANY PART OF THE PLATFORM.  

 

ARBITRATION NOTICE

 

EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 17, YOU AGREE THAT DISPUTES ARISING UNDER THIS AGREEMENT WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION, AND BY ACCEPTING THIS AGREEMENT, YOU AND SALES INNOVATOR ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS UNDER THIS AGREEMENT (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT). YOUR RIGHTS WILL BE DETERMINED BY A NEUTRAL ARBITRATOR AND NOT A JUDGE OR JURY. (SEE SECTION 17).

 

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1. PLATFORM SERVICES OVERVIEW

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The Platform provides a content management, sales outreach and email automation tools that enable users to find contacts using our database of leads, upload contacts, send emails through email providers at a scheduled time and as well as to create email design, landing pages, link sharing and tracking and implement analytics tools to boost user's sales and marketing digital efforts.

 

2. FREE TRIAL AND ADDING TEAM MEMBERS TO ACCOUNT

 

2.3 Free 7-day Trial

When you register for an account you will be offered a free 7-day trial of our services. You can view a limited number of new prospects from our large database of  millions of contacts, and you can send a limited number of  emails per day. Upon expiration of the 7-day period, you will be asked to either cancel your account or sign up for a paid monthly or yearly plan. Any User Content (as defined in Section 8) uploaded during the trial period will be stored on our servers for thirty (30) days following the expiration of the trial period. If you do not sign for a paid plan within this timeframe, Sales Innovator will delete all of your User Content from our servers and Sales Innovator will not be liable for doing so. 

 

2.4 Adding Team members to Your Account

 

You can add as many team members to your account as you want. We do not charge you per user. Any user you add can search for prospects. We do charge for email provider connections that go beyond those included with your plan.

 

3. LEAD GENERATION, EMAIL SENDING AND EMAIL VERIFICATION SERVICE

 

3.1 Lead Generation and Output Data

Each user gets an unlimited access to the millions of prospects in our database with each plan (“Output Data”). The Output Data comes from dozens of verified sources. Additionally, we and our partners may scrape data from hundreds of millions of websites and use machine learning algorithms to verify the data for that purpose. 3.2 Permission to Use Platform and Output Data

Subject to your complete and ongoing compliance with this Agreement, Sales Innovator grants you limited, non-transferable, non-sublicensable, revocable permission to access and use the Platform and Output Data for your personal and/or internal business use during the Term at the level of plan for which you have paid all applicable fees. You may not resell, distribute, or create derivative works from the Platform or the Output Data. You may not develop any service, product, toolset, dataset or derivative work from the Output Data or the Platform, whether in aggregated or non-aggregated form, and whether in identified or de-identified form.

 

3.3 Restrictions on Use of Output Data and Email Services

You agree not to use the Output Data and/or our Email Service to:

• violate any applicable laws (whether federal, state, or international to the U.S.) (“Laws”),

• violate the U.S. CAN-SPAM Act of 2003 or the Canadian Anti-Spam Legislation (CASL), as such statutes may be amended from time to time, or the U.S. TCPA. For information on CAN-SPAM, go here; for information on CASL, go here; and for information on the TCPA, go here;

• advertise or promote any goods or services (or send any other communications) that are illegal in the place offered or consumers,

• promote adult services (such as pornography or escort services), tobacco products, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme);

• defraud, deceive or mislead anyone;

• communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive;

• promote or engage in discrimination, racism, harassment or hate speech against any individual or group; 

• threaten or promote violence;

• send email messages from a group distribution email such as hello@ or marketing@ etc; 

• not include opt out messages to any commercial emails or failing to comply with applicable laws;

• use a fictional identity or a pseudonym or an alias to send emails; 

• send emails that generate an unacceptable level of bounces; 

• send emails that generate an unacceptable level of spam or complaints; and

• transmit material that contains or links to virus, trojan horse, worms or any malicious or harmful software program.

 

If you know or suspect anyone violating these policies, please email us at admin@salesinnovator.com. Sales Innovator will determine compliance of this policy at its sole discretion.

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3.4 Email Verification Service

Over time prospect emails may go bad. Therefore, if you wish to, you can verify any leads for an extra fee. You may also upload your own lists of emails and have them verified as well. Moreover, you may buy a block of credits to verify leads. Each lead you verify costs one credit.

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3.5 Special Terms for Use of Output Data About European Data Subjects

You may request and receive Output Data regarding data subjects who reside in the European Economic Area, Switzerland, or the United Kingdom (“European Data Subjects”) (such as their name, job title, or contact information), which we refer to below as “European Output Data”. If you do so, you agree that you will use the European Output Data only in the following situations, in addition to complying with other consent or permission requirements set out in this Section:

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(i) in order to perform reasonable and actual data validation or updating of your own legally obtained customer database. For instance (simply to illustrate), if you possess a data file that reads [Marie Smith | Life Store | mariesmith@life.com] you may use our Output Data to update that file to read [Marie Smith | Live Forever Fashion Store | mariesmith@liveforever.com].

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(ii) pursuant to explicit consent from the data subject of the European Output Data, sufficient to comply with the consent requirements of GDPR.

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(iii) for other purposes you have established are necessary to pursue your legitimate interests in the context of business-to-business relationships and in compliance with the GDPR and all other legal requirements. For instance, if you use the European Output Data to contact actual or prospective business partners, you may need to obtain consent for “prospecting” by means of a telephone, fax machine or email.

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When you receive or use European Output Data, you understand and agree that you are the data controller, and we are your data processor, as those terms are used under the GDPR. You will obtain from each data subject (e.g., the persons in your customer database) all required consents (or establish another basis for processing the European Output Data, if applicable), make available all required data subject rights, and otherwise comply with all provisions of the GDPR and other European data protection rules applicable to data controllers.

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To the extent that Sales Innovator processes any ersonal data (as defined in the Sales Innovator Data Processing Agreement) that is subject to the European General Data Protection Regulation (GDPR) or other applicable European data protection rules, on Customer’s behalf, in the provision of the services hereunder, the terms of the Sales Innovator Data Processing Agreement, which are hereby incorporated by reference, shall apply. For customers that are located in the European Union, the United Kingdom, Switzerland, or the European Economic Area, the Standard Contractual Clauses adopted by the European Commission, attached to the Data Processing Agreement, with Sales Innovator, which provide adequate safeguards with respect to the personal data processed by us under this Agreement and pursuant to the provisions of our Data Processing Agreement apply.

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This Section 3.5 supersedes and takes precedence over any separate agreement or terms that we may enter into with you, regarding any data licensed from you to us, or from us to you.

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3.6 Required Consumer Consents and Permissions 

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In some countries or jurisdictions, additional consents, notices and permissions may be required for certain types of marketing or processing of personal information. You hereby agree and acknowledge that while Sales Innovator seeks to comply with its own legal obligations, Sales Innovator has not obtained any rights or consents on your behalf: therefore, to the extent that any law or regulation may require that you (in addition to Sales Innovator) provide notice or obtain consent in order to market to any person or process any person’s personal data, you agree that you have to obtain on your own behalf such notices or consents.

 

4. GENERAL PAYMENT TERMS

 

Premium features of the Platform will require you to pay fees upon registering for an applicable monthly or annual service plan. Fees vary based on the plan, with different pricing schemes for individual users and entities. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable. ​

 

4.1 Fees

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Sales Innovator reserves the right to determine fees for each of its service plans. Sales Innovator will make reasonable efforts to keep fee schedules published on the website up to date. We encourage you to check our website periodically for current subscription fees, located at: www.salesinnovator.com/pricing. Sales Innovator reserves the right to change the fees for any plan and to introduce additional fees or charges, provided that Sales Innovator gives you advance notice of any such changes. Sales Innovator, at its sole discretion, may make promotional offers with different features and different pricing to any of Sales Innovator's customers. If we make a promotional offer to you, you may not share it with anyone else. 

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4.2 Automatic Payments

 

All plans require you to sign up for automatic payments ("Automatic Payments"). For information on the subscription fees, please see our pricing page. By subscribing to either a monthly or a yearly plan, you authorize Sales Innovator to periodically charge your preferred credit/debit card a recurring fee until cancellation of either the recurring payments, your account, or plan occurs. The "Subscription Billing Date" is the date when you subscribe to a plan. Your account will be charged automatically on the Subscription Billing Date all applicable fees for the next subscription period. If you pay any fees with a credit card, Sales Innovator may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or that credit is available to cover your purchase.

 

4.3 Cancellation and Refund Policy

 

Your monthly or yearly subscription will continue unless and until you cancel your plan or we terminate it. You must cancel your plan before it renews in order to avoid being billed for the next subscription period. You may cancel your plan by going to your profile’s menu and clicking “Cancel Account” or by contacting us at: admin@salesinnovator.com. Please keep in mind, that even if you may cancel your account or plan at any time, we do not offer refunds. We encourage you to use your account until the end of your billing cycle. If you are having issues with Sales Innovator, please reach out to us and we will be happy to help you get the most of your plan.

 

4.4 Upgrading or Downgrading Your Plan

 

You can upgrade or downgrade your plan at any time, however, the changes will take effect in the next billing cycle. For example, if you select a yearly plan, you can upgrade and downgrade your plan for the following year only. Sales Innovator works based on the prorate model. We will bill you only for what you have used. For example, if you downgrade in July - we will prorate your bill in the August invoice and take off the amount you did not spend. When you upgrade your plan, you can configure how many emails you can send per day or set it to an unlimited amount. When downgrading we will limit the number of emails you can send. We recommend you  to observe your email service provider’s email sending limitations to ensure you will not get penalized. 

 

4.5 Reaching Plan’s Quota

 

Each plan is billed according to a defined set of features and limits the number of contacts you can download and save at once. Any unused contacts will not carry over to the next billing cycle and will be lost. Verification credits will carry over each month and will be available to you until you use them. If you subscribed to additional email provider connections, those will continue to be available to you each month as long as you are paying for them.

 

If you want to get access to more features, downloads, and data, you can upgrade to a new plan. Once you reached our most comprehensive plan you can contact us and we will help you to create a custom plan for your organization needs. You can upgrade anytime by going to account settings and then clicking on billing tab. 

 

4.6 Delinquent Accounts

 

Sales Innovator may suspend or terminate access to the Platform for any account for which any amount is due but unpaid. In addition to the amount due for a plan, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.

 

5. SUBMITTED DATA

 

5.1 Submitted Data

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You may upload your email lists (“Submitted Data”) to the Platform in order to use our email verification, sales outreach, or email automation tool. 

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5.2 Licenses You Grant to Us and Your Representations with Regard to Submitted Data

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When you upload Submitted Data to the Platform, you understand and agree to the following, except where we and you have put in place a separate agreement that expressly supersedes the below terms:

a. The Licenses You Grant To Us. When you provide us with or make available to us any Submitted Data, such as names, addresses, business titles or phone numbers of contacts or other persons, you are granting us several licenses to use that data (and you are representing to us that you have the right to make this grant):

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• You grant us a perpetual and irrevocable license to access and use the Submitted Data in aggregated form, to provide, develop and improve the Platform and our Output Data, so long as we do not (i) in any public way refer to you or the company you work for in relation to the Submitted Data (for instance, we will never sell a list titled “List of Brand X’s Clients), or (ii) use the Submitted Data in a way that violates any contract we have entered into, or any law.

• You also provide us the perpetual and irrevocable right to sublicense, make available, copy, display, publish or distribute the Submitted Data to any third party, including our customers, business partners, and service providers.

• You provide us the right to create derivative works, data models, or modeled data sets with the Submitted Data. You agree that we will own those derivative works (but not the actual Submitted Data that is distinct from those works). Examples of derivative works (without limitation) would be, for instance, if we create aggregated or modeled data sets that combine data from numerous providers in order to form a new or new type of data set. Another example would be if we used multiple sets of Submitted Data (from multiple providers) in order to derive data analytics about certain industries, buyers, or industry prospects.

• You also agree that we have the perpetual and irrevocable right to use, share, sublicense, display, copy, publish and distribute the Submitted Data in aggregated, de-identified form for any purpose, in any medium.

• The foregoing license grants to Sales Innovator shall be non-exclusive, perpetual and royalty-free. Sales Innovator shall have the right to sublicense, assign, or transfer such licenses in its discretion.

 

b. The Representations You Make To Us. It is important to us that you have the right to grant us the licenses we have described above. If you do not, please do not provide any Submitted Data to us. If you are not sure whether you do, please take the time to confirm whether that is the case. We will still be here when you are ready.

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• You therefore warrant and represent that you have all necessary rights, permissions, and authority to provide the Submitted Data to us (in whole and in part), and that doing so will not put you in violation of any contracts you have signed or any laws, including GDPR, under which you are required to obtain legally sufficient consent from European Data Subjects to share their personal information with third parties like us. 

• You likewise warrant and represent that the Submitted Data does not contain any information about individuals under the age of 18.

• You warrant and represent that providing the Submitted Data to us does not violate the U.S. HIPAA law: for instance, it is not a list of hospital or doctor’s patients, or a similar dataset consisting of patients or clients of an entity covered by HIPAA (this might include, for instance, a doctor, dentist, chiropractor, acupuncturist, pharmacist or other health professional). Similarly, you agree not to provide us with Submitted Data consisting of a list of clients of an entity covered by the GLBA, which applies to many types of financial institutions including banks, hedge funds, investment advisers and insurance companies.

• You warrant and represent that you will only provide Submitted Data to us that is true and accurate, and of living persons.

 

c. Nature of Exchange. Our Platform contains certain “co-operative” elements. This means that in exchange for providing the Submitted Data to us, and potentially for the use of other customers (at our sole discretion), you will receive access to Output Data consisting of information that we hope is equally valuable to you. While we strive to make this a fair and optimal exchange, you understand and agree that we may change this Agreement or the nature of the Platform at any time, or alter the amount of Output Data or other access we provide – and you agree that it is in our sole discretion to do so. We likewise may terminate your account or access to the Platform at any time, for any reason, including (without limitation) any violation of this Agreement by you or team member of yours through your account. Additional rules or policies may be displayed or put in place through the Platform, including any portal through which you submit or receive data; those rules or policies are incorporated by reference into this Agreement and you agree to adhere to them.

 

 5.3 Feedback

 

If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Platform ("Feedback"), then you hereby grant Sales Innovator an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Platform and create other products and services.

 

6. OWNERSHIP; PROPRIETARY RIGHTS

 

We and our licensors (if any and where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Platform and Output Data. The Platform and Output Data are licensed to you; this means that the Platform and Output Data are under no circumstances sold/transferred to you. Indeed, the present Terms do not convey to you any rights of ownership in or related to the Platform  and Output Data. Our name, logo, and other names associated with the Platform belong to us (or our licensors, if any and where applicable), and no license of the right to use them by implication, estoppel or otherwise is granted to you hereunder. We (and our licensors, if any and where applicable) reserve all rights not granted in this Agreement.

 

7. THIRD PARTY TERMS

 

7.1 Third Party Websites and Linked Websites

 

Sales Innovator provides tools through the Platform that enable you to import and export information, including User Content, as defined in Section 8 of this Agreement, to and from third party services, including through features that allow you to link your account on Sales Innovator with an account on a third party social network service or email provider, such as Twitter, Facebook, Gmail, and Office 360. By using one of these tools, you agree that Sales Innovator may transfer that information to and from the applicable third party service. Third party services are not under Sales Innovator's control, and Sales Innovator is not responsible for any third party service's use of your exported information. The Platform may also contain links to third party websites. Linked websites are not under Sales Innovator's control and Sales Innovator is not responsible for their content.

 

7.2 Third Party Software

 

The Platform may include or incorporate third party software components that are generally available free of charge under licenses, granting recipients broad rights to copy, modify, and distribute those components ("Third Party Components"). Although the Platform is provided to you subject to this Agreement, nothing in this Agreement prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.

 

8. CONTENT MANAGEMENT SERVICE & USER CONTENT

 

8.1 User Content Generally

 

Certain features of the Platform may permit users to upload content to the Platform, including articles, social media posts and other content which may be comprised of messages, reviews, audio, pdf, photos, video, images,  text, and other types of works ("User Content") and to publish User Content on or via the Platform. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Platform. Nevertheless, we need certain permission from you in order to provide the Platform.

 

8.2 Limited License Granted to Sales Innovator

 

By providing User Content to or via the Platform, you grant Sales Innovator a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.

 

8.3 Limited License Granted to Other Users

 

By providing User Content to or via the Platform to other users of the Platform, you grant those users a non-exclusive license to access and use that User Content as permitted by this Agreement and the functionality of the Platform.

 

8.4 User Content Representations and Warranties

 

Sales Innovator disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Platform. By providing User Content via the Platform, you affirm, represent, and warrant that:

 

a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Sales Innovator and users of the Platform to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Sales Innovator, the Platform, and this Agreement;

 

b) your User Content, and the use of your User Content as contemplated by this Agreement, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person, or (iii) cause Sales Innovator to violate any law or regulation; 

 

c) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate; and

 

d) your User Content does not and will not contain Hateful Content, a Threat Of Physical Harm, or Harassment (as defined below). 

 

The following serves as a guide to help illustrate generally the types of content that fall within the scope of Sales Innovator's policy on Hateful Content, Threats of Physical Harm, and Harassment, but is not exhaustive. This Section 8.4(d) does not limit any of our other rights or remedies provided herein. For the avoidance of doubt, your User Content may not include, and Sales Innovator may remove or refuse to publish or promote any User Content that violates the terms or policies of any third party platform with which Sales Innovator's Platforms integrate or interoperate.

 

“Hateful Content” includes:

• any statement, image, photograph, or other content that in our sole judgment could be reasonably perceived to harm, threaten, demean, promote the harassment of, promote the intimidation of, or promote the abuse of others for any reason, including by reason of race, gender or gender identity, national origin, sexual orientation, religion, or otherwise.

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“A Threat of Physical Harm” includes:

• any statement, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others, including references to current or historical figures or groups that are known for purporting such content, such as the Ku Klux Klan, Nazi Party, and the like.

  

“Harassment” includes:

• revealing someone's personal information, also known as "doxxing",

• online stalking, and bullying,

• wishes for physical harm directed at a person or persons, or

• incitement of others to any of the previous items.

 

We reserve the right to suspend or terminate accounts and remove individual posts which contain Hateful Content, a Threat of Physical Harm, or Harassment.

 

We also may suspend or terminate your account if we determine, in our sole discretion, that you are either:

• An organization which has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content, Harassment, or a Threat of Physical Harm; or

• A person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content, Harassment, or a Threat of Physical Harm hateful content, harassment, or a threat of physical harm.

 

Notwithstanding the foregoing, we reserve the right to screen, remove, edit, or block any User Content we find in violation of the Agreement or that we find, in our sole discretion to be otherwise objectionable, at our sole discretion.

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8.5 User Content Disclaimer

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We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Sales Innovator may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates this Agreement or is otherwise objectionable. You understand that when using the Platform you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Sales Innovator with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to this Agreement, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Sales Innovator does not permit copyright-infringing activities on the Platform.

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8.6 Monitoring Content

 

Sales Innovator does not control and does not have any obligation to monitor: (a) User Content; (ii) any content made available by third parties; or (iii) the use of the Platform by its users. You acknowledge and agree that Sales Innovator reserves the right to, and may from time to time, monitor any and all information transmitted or received through the Platform for operational and other purposes. If at any time Sales Innovator chooses to monitor the content, Sales Innovator still assumes no responsibility or liability for content or any loss or damage incurred as a result of the use of content. During monitoring, information may be examined, recorded, copied, and used in accordance with our Privacy Policy.

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9. DIGITAL MILLENNIUM COPYRIGHT ACT

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9.1 DMCA Notification

 

We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Platform, you may contact our

 

Designated Agent at the following address:

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Sales Innovator, LLC

51 N. Hidden Valley Rd, Rexburg, ID 83440

Email: admin@salesinnovator.com

 

Any notice alleging that materials hosted by or distributed through the Platform infringe intellectual property rights must include the following information:

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• an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;

• a description of the copyrighted work or other intellectual property that you claim has been infringed;

• a description of the material that you claim is infringing and where it is located on the Platform;

• your address, telephone number, and email address;

• a statement by you that you have a good faith belief that the use of the materials on the Platform of which you are complaining is not authorized by the copyright owner, its agent, or the law; and

• a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

 

9.2 Repeat Infringers

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It is Sales Innovator's policy to promptly terminate the accounts of users that are determined by Sales Innovator to be repeat infringers.

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10. MODIFICATION OF THIS AGREEMENT OR PLATFORM

 

We reserve the right to change this Agreement at any time. Please check this Agreement periodically for changes. Modifications will become effective upon the earlier of (a) your acceptance of the modified Agreement, (b) your use of the Platform with actual knowledge of the modified Agreement, or (c) thirty (30) days following our publication of the modified Agreement through the Platform. Disputes arising under this Agreement will be resolved in accordance with the version of this Agreement that was in effect at the time the dispute arose.

 

Sales Innovator reserves the right to modify or discontinue the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, without notice to you. Sales Innovator will have no liability for any change to the Platform or any suspension or termination of your access to or use of the Platform. 

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11. TERM, TERMINATION, AND MODIFICATION OF THE PLATFORM

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11.1 Term

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This Agreement becomes effective when you accept its terms and conditions and may be terminated in accordance with the Section 13.2.

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11.2 Termination

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If you violate any provision of this Agreement or SPAM guidance described by the FTC here: https://www.ftc.gov/tips-advice/business-center/guidance/can-spam-act-compliance-guide-business, your authorization to access the Platform will automatically terminate. In addition, Sales Innovator may, at its sole discretion, terminate your account and this Agreement, or suspend or terminate your access to the Platform, at any time, for any reason, with or without notice if you violate any provision of this Agreement. 

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You may terminate your account and this Agreement at any time as provided in Section 4.3 or by contacting customer service at admin@salesinnovator.com.

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11.3 Effect of Termination

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Upon termination of this Agreement: (a) your license rights will terminate and you must immediately cease all use of the Platform; (b) you will no longer be authorized to access your account or the Platform; (c) you must pay Sales Innovator any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 12.3, 13, 14, 15, 16 and 17 will survive.

 

 

12. INDEMNIFICATION

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You are responsible for your use of the Platform, and you will defend and indemnify Sales Innovator and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "Sales Innovator Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with: (a) your use of, or misuse of, the Platform; (b) your violation of any portion of this Agreement, our Privacy Policy, any representation, warranty, or agreement referenced in this Agreement, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.

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13. DISCLAIMERS; NO WARRANTIES

 

THE PLATFORM, ALL MATERIALS, AND CONTENT AVAILABLE THROUGH THE PLATFORM ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. SALES INNOVATOR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE PLATFORM, ALL MATERIALS, AND CONTENT AVAILABLE THROUGH THE PLATFORM, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. SALES INNOVATOR DOES NOT WARRANT THAT THE PLATFORM OR ANY PORTION OF THE PLATFORM,, ANY MATERIAL, OR CONTENT OFFERED THROUGH THE PLATFORM, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND SALES INNOVATOR DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

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NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE PLATFORM OR SALES INNOVATOR ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PLATFORM WILL CREATE ANY WARRANTY REGARDING ANY OF THE SALES INNOVATOR ENTITIES OR THE PLATFORM THAT IS NOT EXPRESSLY STATED IN THIS AGREEMENT. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE PLATFORM AND YOUR DEALING WITH ANY OTHER PLATFORM USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE PLATFORM AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE PLATFORM) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.

 

HOWEVER, SALES INNOVATOR DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT SALES INNOVATOR IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.

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14. LIMITATION OF LIABILITY

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TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE SALES INNOVATOR ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE PLATFORM, ANY MATERIAL, OR CONTENT ON THE PLATFORM, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SALES INNOVATOR ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.

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EXCEPT AS PROVIDED IN SECTION 17.4(III) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE SALES INNOVATOR ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE PLATFORM OR OTHERWISE UNDER THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO SALES INNOVATOR FOR ACCESS TO AND USE OF THE PLATFORM IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.

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EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THIS AGREEMENT. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

 

IF THE DISPUTE IS FINALLY RESOLVED THROUGH ARBITRATION IN YOUR FAVOR, SALES INNOVATOR WILL PAY YOU THE LOWEST OF THE FOLLOWING: (I) THE AMOUNT AWARDED BY THE ARBITRATOR, IF ANY; (II) THE LAST WRITTEN SETTLEMENT AMOUNT OFFERED BY SALES INNOVATOR IN SETTLEMENT OF THE DISPUTE PRIOR TO THE ARBITRATOR'S AWARD; OR (III) $10,000.

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15. DISPUTE RESOLUTION AND ARBITRATION

 

15.1 Generally

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In the interest of resolving disputes between you and Sales Innovator in the most expedient and cost-effective manner, and except as described in Section 17.2, you and Sales Innovator agree that every dispute arising in connection with this Agreement will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of this Agreement, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of this Agreement. You understand and agree that, by entering into this Agreement, you and Sales Innovator are each waiving the right to a trial by jury or to participate in a class action.

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15.2 Exceptions

 

Despite the provisions of Section 17.1, nothing in this Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.

 

15.3 Arbitrator

 

Any arbitration between you and Sales Innovator will be settled under the Federal Arbitration Act and administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, "AAA Rules") as modified by this Agreement. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Sales Innovator. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.

 

15.4 Notice of Arbitration; Process

 

A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). Sales Innovator's address for Notice is: Sales Innovator, LLC, 51 N. Hidden Valley Rd, Rexburg ID 83440. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Sales Innovator may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Sales Innovator must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. 

 

15.5 Fees

 

If you commence arbitration in accordance with this Agreement, Sales Innovator will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Madison County, Idaho, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Sales Innovator for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within fourteen (14) days of the arbitrator's ruling on the merits.

 

15.6 No Class Actions

 

You and Sales Innovator agree that each may bring claims against the other only in your or its individual capacity and not as a plaintiff or class member in any purported class or representative proceeding. Further, unless both you and Sales Innovator agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

 

15.7 Modifications to this Arbitration Provision

 

If Sales Innovator makes any future change to this arbitration provision, other than a change to Sales Innovator's address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Sales Innovator's address for Notice of Arbitration, in which case your account with Sales Innovator will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.

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15.8 Enforceability

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If any provision of this Section 17 is found to be unenforceable, then the entirety of this Section 17 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 17.1 will govern any action arising out of or related to this Agreement.

 

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16. GENERAL TERMS

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16.1 Assignment 

You may not assign or transfer this Agreement or your rights under this Agreement, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign this Agreement at any time without notice or consent. 

 

16.2 Waiver

 

The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of this Agreement, or any provision of this Agreement, be a waiver of any subsequent breach or default or a waiver of the provision itself. 

 

16.3 Headings

 

Use of section headers in this Agreement is for convenience only and will not have any impact on the interpretation of any provision. 

 

16.4 Term “Including”

 

Throughout this Agreement the use of the word "including" means "including but not limited to". 

 

16.5 Severability 

 

If any part of this Agreement is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.

 

16.7 Our Relationship With You

 

The relationship between you and us is that of independent contractors, and nothing in this Agreement shall be construed to create or imply any other relationship such as a partnership or an employer/employee or agency relationship.

 

16.8 Governing Law

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This Agreement is governed by the laws of the State of Idaho without regard to conflict of law principles. You and Sales Innovator submit to the personal and exclusive jurisdiction of the courts located within Madison County, Idaho for resolution of any lawsuit or court proceeding permitted under this Agreement.

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16.9 Consent to Electronic Communications

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By using the Platform, you consent to receiving certain electronic communications from us as further described in our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.

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16.10 International Use

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Access to the Platform from countries or territories or by individuals where such access is illegal is prohibited.

 

17. CONTACT INFORMATION

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The Platform is offered by Sales Innovator, LLC. located at 51 N Hidden Valley Rd, Rexburg, ID 83440. You may contact us via email admin@salesinnovator.com or chat found at https://salesinnovator.com.