This master subscription agreement is a legal agreement between you and Sales Plus INC governing your use of the Sales Plus platform, including any applicable free trials. Please read this agreement carefully.
By signing up to Sales Plus and completing your registration, or execution of a counterpart signature page hereto, you indicate your acceptance of this agreement and agree to abide by the terms and conditions set forth herein. If you are entering into this agreement on behalf of a business or other legal entity, you hereby represent and warrant that you have the authority to bind such entity and its affiliates to the terms and conditions of this agreement, in which case “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with the terms and conditions of this agreement, you may not accept this agreement nor may you use the Sales Plus CRM or receive services hereunder.
The comments under the title “so basically we mean” provide a short explanation of the Terms of Service and are not legally binding.
Definitions - In addition to the terms defined in the body of the agreement, the following terms have the following meanings:
Affiliates - Means any entity which directly or indirectly controls, is controlled by or is under common control with the subject entity.
Control - For purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
Sales Plus CRM - Means the online CRM application provided by Sales Plus and the underlying servers and software used to provide such application.
Voice Plus - Means the voice telephone functionality that may be included in one or more versions of the Sales Plus CRM.
Deliverable - Means any software, documentation, or other materials expressly required to be delivered to You pursuant to a SOW.
Agents - Means individuals 18 years or older who are authorized to access and use the Sales Plus CRM under Your Subscription. Agents may include but are not limited to You and Your employees, consultants, contractors.
Fees - Means Subscription Fees. Services Fees, and any other amounts due to Sales Plus and payable by You under this Agreement.
Services - Means the professional services provided to You by Sales Plus pursuant to an SOW under this Agreement.
SOW - Statement of Work. Means a statement of work to be performed by Sales Plus that references this Agreement and has been executed by the parties hereto. Each Statement of Work shall be deemed incorporated herein.
Subscription - Means a statement of work to be performed by Sales Plus that references this Agreement and has been executed by the parties hereto. Each Statement of Work shall be deemed incorporated herein.
Your Data - Means any personally identifiable data uploaded by You to the Sales Plus CRM that would typically be provided in the normal course of using the Sales Plus CRM, as well as all information generated by the Agents during the use of the Sales Plus CRM. Your Data includes, without limitation, any financial information of any nature or any other personally identifiable information that could be legally considered private or sensitive.
Registration - You must be 18 years or older to register, and must provide complete and accurate information during the registration process.
Free Trial - Sales Plus may make all or part of the Sales Plus CRM available to You and Your Agents on a trial basis free of charge (the “Free Trial”). The Free Trial shall begin when You submit a registration for the same to Sales Plus, and shall terminate on the earlier of (1) the Free Trial expiration date as specified by Sales Plus upon receiving your registration, or (2) the date You execute an Order Form for a Subscription under this Agreement. Access to Sales Plus CRM is provided “AS-IS” and without warranty of any kind during free trial. Your data entered, and any specific setting or preferences your or your agents make, during the free trial will be permanently deleted unless you purchase a subscription or export such data/settings prior to the expiration of the free trial.
Subscription - Sales Plus shall make the Sales Plus CRM available to You and Your Agents pursuant to this Agreement and all Order Forms during the Term. You agree that your purchase of the Subscription is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written public comments made by Sales Plus with respect to future functionality or features.
Support - Support via email and phone is available in connection with a paid Subscription.
Ownership of Your Data - You retain all right, title and interest in and to all Your Data. Sales Plus shall not access Your Data except to respond to service or technical problems, or at Your request.
Collection of Your Data - You are responsible for all activities that occur in Your account and for Your End User’s compliance with this Agreement. You shall, and shall cause your Agents to, comply with all local, state, federal or foreign law, treaty, regulation or convention applicable to You in connection with the use of the Sales Plus CRM, including without restriction, the CAN-SPAM Act of 2003 (U.S.A.), the Personal Information Protection and Electronic Documents Act (PIPEDA) (Canada), the EU Data Protection Directive and other laws applicable to You related to privacy, publicity, data protection, electronic communications and anti-spamming laws. You are responsible for the collection, legality, protection and use of Your Data that is stored on the System or used in connection with the Sales Plus CRM. Sales Plus will not be responsible for any loss or disclosure of Your Data (or any damages related thereto) resulting from You or Your Agents’ failure to adequately secure their user identification and passwords or otherwise.
Acceptable Use - You and Your Agents shall use the Sales Plus CRM for Your internal business purposes as contemplated by this Agreement and shall not: (1) tamper with the security of the System or tamper with other customer accounts of Sales Plus, (2) access data on the System not intended for You, (3) log into a server or account on the System that You are not authorized to access, (4) attempt to probe, scan or test the vulnerability of any System or to breach the security or authentication measures without proper authorization; (5) render any part of the System unusable; (6) lease, distribute, license, sell or otherwise commercially exploit the Sales Plus CRM or make the Sales Plus CRM available to a third party other than as contemplated in this Agreement; (7) use the Sales Plus CRM for timesharing or service bureau purposes or otherwise for the benefit of a third party; or (8) provide to third parties any evaluation or Free Trial version of the Sales Plus CRM without Sales Plus’s prior written consent.
Communications Responsibilities - You shall be responsible for the content of all communications sent through the Sales Plus CRM, and shall comply with all applicable laws and regulations in Your use of the Sales Plus CRM. You agree that You will not use the Sales Plus CRM to communicate any message or material that (1) is libelous, harmful to minors, obscene or constitutes pornography; (2) infringes the intellectual property rights of a third party or is otherwise unlawful; or (3) would otherwise give rise to civil liability, or that constitutes or encourages conduct that could constitute a criminal offense under any applicable law or regulation. You further agree that You shall not use the Sales Plus CRM for the purpose of making emergency calls or providing emergency services.
Voice Plus Responsibilities - You are solely responsible for Your operation of Voice Plus in compliance with all applicable laws in all jurisdictions governing use of the Voice Plus service by You and Your Agents, including but not limited to telephone recording and wiretapping laws.
Breach of Guidelines - In the event You or Your Agents materially breach this Section, Sales Plus will endeavor to provide You with the opportunity to remove or disable access to the offending material or content, provided, however, that Sales Plus reserves the right to immediately remove, in its sole discretion, any content which is unlawful or offensive without prior notice to You. In addition to any other rights and remedies under the Agreement and in law, Sales Plus reserves the right to immediately suspend access to the Sales Plus CRM if such breach, in Sales Plus’s opinion, is an imminent threat to the System, other customer accounts, or constitutes abusive or threatening behavior.
Acquisition of Non-Sales Plus Products and Services - You acknowledge that third party products or services may be made available to You from time to time by Sales Plus or third parties, and that Your decision to acquire any such products or services is solely between You and the applicable third party provider. Unless warranty or support obligations are specifically set forth on an Order Form, Sales Plus does not warrant or support third party products or services.
Third Party Applications and Your Data - You further acknowledge that if You acquire third party applications for use with Your Subscription, Sales Plus may allow the providers of such applications to access Your Data in order to allow such applications to interoperate with the Sales Plus CRM. Sales Plus shall not be responsible or liable for any disclosure, modification or deletion of Your Data resulting from any such access by third party application providers.
Services - You hereby engage Sales Plus to render the Services set forth on each SOW referencing this Agreement. The Services and each SOW are governed by this Agreement. Changes to the scope of the Services or any SOW may be made only in a writing signed by authorized representatives of both parties.
Your Responsibilities - You shall provide suitable equipment, information, and site and system access and facilities as are appropriate and reasonably necessary to enable Sales Plus to perform the Services or which are specified in the applicable SOW. You acknowledge and agree that Sales Plus’s performance is dependent on and subject to such performance by You or third parties of their responsibilities in a timely manner and subject to any assumptions regarding the Services referred to in the applicable SOW. Sales Plus shall be entitled to rely on, and You shall be responsible for, all decisions, instructions and approvals of Your project administrative and other personnel in connection with the Services. You shall procure all consents, licenses, approvals or permissions as may be necessary to enable Sales Plus to perform the Services, with such assistance from Sales Plus as You may reasonably request.
Subscription Fees - Except as otherwise provided in an Order Form, Subscription Fees are set forth on the Sales Plus website. Use of Voice Plus is subject to additional charges, including applicable telecommunications service rates. Except as otherwise provided in the Order Forms, all Subscription Fees are quoted in United States currency; are based on Subscriptions purchased and not on actual usage; payment obligations are non-cancellable; and Subscription Fees are non-refundable. Sales Plus may modify the Subscription Fees on thirty (30) days’ email notice. In the event you upgrade your Subscription, the Subscription Fees applicable to Your new version of the Sales Plus CRM will take effect immediately, with such increased fees calculated on a pro-rated basis, taking into account the number of days remaining in the then-current Subscription. If paying via payment method other than credit card, we will charge you at month end for remainder of your term. If you downgrade, no adjustment will be made during the current Term. A valid credit card that You have the right to use is required for any paid Subscription, unless another form of payment was agreed upon in writing between the parties or in an Order Form. Unless otherwise provided in an Order Form, paid Subscriptions will be billed in advance on a monthly, annual, 2-year or other basis, starting on the Effective Date.
Services Fees - You shall pay to Sales Plus all of the fees for Services specified in the SOWs. Except as otherwise provided in the applicable SOW, all fees are quoted in United States currency; payment obligations are non-cancellable; and Services Fees are non-refundable and shall not be subject to setoff or other reduction. Unless otherwise stated in the applicable SOW, Services Fees are due in advance upon execution of the applicable SOW.
Overdue Payments - Any payment not received by the due date shall accrue interest at the lower of 1.5% or the maximum rate permitted by law on the outstanding balance per month (except with respect to charges then under reasonable and good faith dispute) from the date such payment is due until the date paid.
Suspension of Sales Plus Access and Service - If Your account is 15 days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any other rights and remedies (including the termination rights set forth in this Agreement), Sales Plus reserves the right to suspend Your access to the Sales Plus CRM and Sales Plus’s performance of Services under any applicable SOWs, without liability to Sales Plus, until Your account is paid in full.
Taxes - You are responsible for all sales, use, value added, withholding or other taxes or duties, payable with respect to Your purchases hereunder, other than Sales Plus’s income taxes. If Sales Plus pays any such taxes on Your behalf, You agree to reimburse Sales Plus for such payment unless You provide Sales Plus with a valid exemption certificate authorized by the appropriate taxing authority.
Proprietary Rights in the Sales Plus CRM - The Sales Plus CRM and all intellectual property rights therein and all intellectual property rights relating to the provision of support are owned or licensed by Sales Plus. Except for the Subscription granted hereunder, nothing in this Agreement gives You any right, title or interest to the Sales Plus CRM or related support.
Sales Plus CRM Restrictions - You shall not: modify, translate, or create derivative works based on the Sales Plus CRM; Create any link to the Sales Plus CRM or frame or mirror any content contained or accessible from the Sales Plus CRM, reverse engineer, de- compile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Sales Plus CRM; Access the Sales Plus CRM in order to build a competitive product or service, or copy any ideas, features, functions or graphics of the Sales Plus CRM.
Work Product - Sales Plus owns all work product, including Customizations, produced as part of the Services, and all intellectual property in and to such work product. For avoidance of doubt, as between the parties, Sales Plus owns and shall own all proprietary or other rights in or to the Sales Plus CRM and Deliverables. To the extent that a Customization has been provided under a Statement of Work, Sales Plus will support such Customization as part of the Sales Plus CRM; provided, however, that Sales Plus reserves the right to deprecate, replace, modify, rebuild, or discontinue (collectively, the foregoing shall be referred to as “Replacement”) any such Customization, if in each such case: Sales Plus provides and supports substantially equivalent functionality within the Sales Plus CRM during the Term of Your Subscription; or You no longer require the functionality provided by such Customization; or You otherwise consent to the Replacement.
Term of the Agreement - The Term of this Agreement commences on the Effective Date and continues until the latest of: the expiration or termination of your Free Trial; in the case of a monthly Subscription, expiration of such Subscription or termination; the expiration of the term (and any applicable renewal terms) set forth or provided for in the applicable Order Form, termination of each SOW executed hereunder.
Termination by You - You may cancel a monthly Subscription (but not a subscription for a specific term longer than one month set forth in an Order Form) at any time by providing notice to Sales Plus via the account management functions on Sales Plus’s website. Upon cancelling your account, Sales Plus will allow a 30-day grace period in which you will be able to reactivate your account and restore your data. In the case you wish your data to be completely and permanently removed from Sales Plus’s application servers, please send an email to our support team at proteam@sales-plus.net
Termination for Cause - This Agreement and/or any applicable SOW may be terminated by either party for cause: upon thirty (30) days written notice of breach to the other party, if the other party has materially breached this Agreement and such breach remains uncured at the expiration of such period; if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
Voice Plus Termination - Sales Plus may disable the phone numbers provided to You for the use of Voice Plus if, in Sales Plus’s sole discretion, such numbers are substantially underused for thirty (30) days, or if Your Subscription is otherwise suspended, terminated or cancelled.
Authority - Each party represents and warrants that it has the legal power and authority to enter into this Agreement.
Functionality Warranty - Sales Plus warrants that the Sales Plus CRM will operate in substantial conformity with the then current version of the applicable documentation provided by Sales Plus.
Security Warranty - Sales Plus or its licensors or hosting providers have implemented commercially reasonable efforts to ensure that Your Data will be maintained accurately and safeguarded as well as technical and physical controls to protect Your Data against destruction, loss, alteration, unauthorized disclosure to third parties or unauthorized access by employees or contractors employed by Sales Plus, whether by accident or otherwise.
Services Warranty - Sales Plus warrants that it will perform the Services related to each Deliverable in a competent and workmanlike manner and in accordance with applicable industry standards for similar types of services.
Disclaimer - Except as expressly provided herein, the Sales Plus crm and services are provided “AS-IS,” and sales plus disclaims warranties, whether expressed, implied, statutory or otherwise and specifically disclaims all implied warranties including without limitation the conditions and/or warranties of merchantability or fitness for any purpose to the maximum extent permitted by law. sales plus does not warrant that the services or the functions contained in the sales plus crm will meet your requirements or that the operation of the sales plus crm will be uninterrupted or error-free. Further, sales plus does not warrant that all errors in the sales plus crm can or will be corrected. Sales Plus will not be responsible for any loss of your data or inability to perform certain tasks resulting from your decision to downgrade your subscription.
NEITHER YOU NOR SALES PLUS, NOR OUR RESPECTIVE SUPPLIERS, AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS SHALL BE LIABLE FOR ANY CAUSE RELATED TO OR ARISING OUT OF THIS AGREEMENT, WHETHER IN CONTRACT, NEGLIGENCE OR TORT, IN EXCESS OF FOR CLAIMS BASED ON SERVICES PROVIDED UNDER AN SOW, THE TOTAL SERVICES FEES PAID OR PAYABLE BY YOU UNDER SUCH SOW IN THE TWELVE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE; AND FOR CLAIMS BASED ON THE SALES PLUS CRM OR THIS AGREEMENT GENERALLY, THE TOTAL SUBSCRIPTION FEES PAID BY YOU UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRIOR TO THE DATE THE CAUSE OF ACTION AROSE.
YOU AND SALES PLUS AGREE THAT THE CONSIDERATION PAID UNDER THIS AGREEMENT DOES NOT INCLUDE CONSIDERATION FOR THE ASSUMPTION OF THE RISK OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES HOWEVER CAUSED AND WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, LOSS OF DATA, LOST PROFITS OR REVENUE.
Governing Law - The rights and obligations of the parties and all interpretations and performance of this Agreement shall be governed by and construed in accordance with the laws of Wisconsin, USA, without regard to conflicts of laws principles. The parties agree that the provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The parties irrevocably and unconditionally consent to the exclusive jurisdiction of the courts of Chicago County, Wisconsin, USA, and all courts competent to hear appeals therefrom. THE PARTIES WAIVE ANY RIGHT TO JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.
Notices - Any notices under this Agreement shall be in writing and shall be deemed to have been delivered: upon personal delivery; the fifth business day after mailing; the third business day after sending by confirmed facsimile; or the third business day after sending by email. Notices to Sales Plus shall be addressed as follows:
Sales Plus INC
30 NORTH GOULD STREET, SUITE R
SHERIDAN, WY 82801
If any provision of this Agreement is held to be unenforceable or illegal by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable, or shall be severed from this Agreement, and all other provisions of this Agreement shall remain in full force and effect.
Neither party to this Agreement shall be liable to the other for any failure or delay in performance by circumstances beyond its control, including but not limited to, acts of God, fire, labor difficulties, governmental action or terrorism, provided that the party seeking to rely on such circumstances gives written notice of such circumstances to the other party hereto and uses reasonable efforts to overcome such circumstances.