SalesWise, Inc.

Terms and Conditions for Services

Last Updated: May, 2016

Thanks for your interest in SalesWise, Inc. (“SalesWise”, “we”, “us”, or “our”) and for checking out our T’s and C’s. We think you deserve to have a clear explanation of our terms and conditions as detailed in these Terms and Conditions for Services (these “Terms”) and have done our best below to deliver exactly that. If you have any questions or comments, we welcome them at terms@saleswise.com. These Terms govern your (“you” “your” or a “user”) access to and use of the SalesWise web site(s) including all text, data, information, software, graphics, and other materials that we (or our affiliates) make available to you (“Website” or “Websites”), any mobile or tablet access or applications (“Mobile Apps”) and all services provided by SalesWise as they become available (collectively, the “Services”). By using the Services and/or accessing the Websites and/or Services you acknowledge and agree to (i) these Terms; and (ii) the SalesWise privacy policy, located at www.saleswise.com/privacy-policy (the “Privacy Policy”) and which is incorporated by reference herein (This means that it’s the same thing as if we put the entire Privacy Policy in this agreement). If for any reason you do not like or agree with any part of these Terms or Privacy Policy, do not access or use the Services in any way since accessing or using the Services is the same as agreeing to these Terms. SalesWise may change these Terms or its Services and/or offer new services and/or features through the Websites from time to time. Such Services shall be subject to these Terms. SalesWise reserves the right to change these Terms or to modify, suspend or discontinue the Website and/or the Services at any time at any time but we will do our absolute best to notify you if we do make changes. We recommend that you periodically check these Terms for changes. If you object to any modifications, you agree to cease using the Website and Services. Continued use of this Website or Services following notice of any modifications indicates you acknowledge and agree to be bound by the modifications. You must be at least 18 years old to access the Services or Website and if you are younger than that, please do not sign up or access any part of the Services.

NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH US. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.

SalesWise aggregates and organizes all of your business information including email, calendar, contacts, documents, CRM data (such as Salesforce.com), LinkedIn, and other systems and platforms (“Other Platforms”) that we will be actively integrating and accessing to help you effectively manage your business information. Submission of your data to SalesWise is easy and upon your authorization to access Other Platforms, SalesWise will automatically retrieve data and will continue to retrieve, update, and synchronize data with these Other Platforms. SalesWise enables you to share information with other SalesWise users and anyone you choose to share with. Be very careful when sharing data as SalesWise is not responsible for accidental sharing or for any misuse of data that you have shared. We will not share or use your data in any way that is not explained in our Privacy Policy.

1.
Signing up and Registering with SalesWise.
You must sign up and register to access the Services. However, if you share data, it may be accessed by non-registered users. SalesWise reserves the right to require non-registered users to sign up or register to access the data you share. If you use the Services, you must provide accurate, current and complete information about you as may be prompted by our sign up and registration process (“Sign-up Data”); (b) maintain the security of your password and identification; and (c) maintain and promptly update the Sign-up Data, and any/or other information you provide to us. You are fully responsible for all use of your account, keeping Sign-up Data current and accurate and for any actions you perform or failed to perform involving the Services. If you believe your password or account identification have been compromised, you agree to immediately notify us in writing (e.g., by email).

2.
Access Grant.
In consideration of you signing up and complying with these Terms, SalesWise grants you a limited, non-exclusive, non-transferable right to access and use the Services. SalesWise reserves the unilateral right to terminate this right to use or access the Websites and Services at any time and for any reason. You may not use the Services to replicate the SalesWise Website or Services. If you violate these Terms, SalesWise can block your access to the Services, cancel your account, cooperate with any law enforcement authorities, and/or seek any other legal remedies available. You agree that SalesWise can use all reasonable efforts and deploy technologies to monitor and ensure your compliance with these Terms. You may NOT access or use the Services in any way, and represent and warrant that you will not, if (i) you are located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; or (ii) you are listed on any U.S. Government list of prohibited or restricted parties.

3.
Data Policies.
We don’t share your data in ways not clearly identified in our Privacy Policy. We are a data aggregation, normalization, and presentation service. We aggregate the data you provide to us through the Sign-up process and also the data that you input, type, or otherwise provide as you use the Services (“Data”). We automatically and regularly update all your Data to keep it up to date and accurate to the best of our abilities. Our Services DO NOT CHANGE OR ALTER THE OWNERSHIP OF DATA. If you provide us with Data from your corporate account and that Data is owned by your company or other entity, the use of the SalesWise Services does not alter the rights, privileges or ownership of that Data. Stated simply, if your company or any other data owner has the right to access, read, delete, or limit access to the Data you authorize us to access, then these rights and privileges remain unaffected in any way by your use of the Services. In the future, SalesWise will offer enterprise products and may disclose Data already owned by an entity (e.g. your company) to that entity for purposes of selling enterprise products and services. You may request deletion of Data that you own at any time and we will use all reasonable efforts to delete such data in a timely manner. However, SalesWise cannot delete Data that you have shared unless it is being accessed through the Service. By signing up and using the Services, you are granting SalesWise a worldwide, royalty-free right and license to host, use, copy, backup, modify, aggregate, adapt, publish, display and replicate all Data you provide or give SalesWise the right to access, in whole or in part. To use the Services you must provide SalesWise with your login credentials for Other Platforms. In addition to your representations and warranties under Section 6 (Rules of Conduct), you represent and warrant that you own or have the right to provide us with access to this Data and to permit us to use and disclose your Data within the parameters authorized by these Terms or our Privacy Policy. SalesWise is not liable for any intellectual property infringement associated with your Data, loss or corruption of your Data, or for backing up or restoring any of your Data. You acknowledge and agree that any Data provided through the Services can be utilized by the sales leaders in your organization at any time and that such sales leaders in your organization may, through the Services, use, reproduce, process, adapt, modify, prepare derivative works, publish, transmit, distribute and authorize others to use such Data.

4.
Mobile Applications. We make available a mobile platform application (“Mobile App”). In order to use the Mobile App, you must have a mobile device that is compatible with the mobile version of the Services. When using the features of the Mobile App you shall be subject to any agreements, policies or guidelines applicable to such features that may be posted from time to time. All such agreements, policies or guidelines, as applicable, are hereby incorporated by reference into these Terms.

We do not warrant that the Mobile App will be compatible with your mobile device. We hereby grant to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile App for one registered account on one mobile device owned or leased solely by you, for your personal use. You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile App, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile App to any third-party or use the Mobile App to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile App; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile App, features that prevent or restrict use or copying of any content accessible through the Mobile App, or features that enforce limitations on use of the Mobile App; or (v) delete the copyright and other proprietary rights notices on the Mobile App. You acknowledge that we may from time to time issue upgraded versions of the Mobile App, and may automatically electronically upgrade the version of the Mobile App that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile App or any copy thereof, and we and our third-party licensors or suppliers retain all right, title, and interest in and to the Mobile App (and any copy of the Mobile App). Standard carrier data charges may apply to your use of the Mobile App.

The following additional terms and conditions apply with respect to any Mobile App that we provide to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):

· You acknowledge that these Terms are between you and us only, and not with Apple, Inc. (“Apple”).

· Your use of our iOS App must comply with Apple’s then-current App Store Terms of Service.

· We, and not Apple, are solely responsible for our iOS App and the Services available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.

· You agree that we, and not Apple, are responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to us as provider of the iOS App.

· You agree that we, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.

· You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

· You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).

· The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to your license of our iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS App as a third-party beneficiary thereof.

5.
Geo-Location Terms. The Services include and make use of certain functionality and services provided by third-parties that allow us to include maps, geocoding, places and other content from Google, Inc. (“Google”) as part of the Services (the “Geo-Location Services”). Your use of the Geo-Location Services is subject to Google’s then current Terms of Use for Google Maps/Google Earth (http://www.google.com/intl/en_us/help/terms_maps.html) and by using the Geo-Location Services, you are agreeing to be bound by Google’s Terms of Use.

6.
Rules of Conduct.
SalesWise is available only for registered users and access to the Services may not be shared with anyone who is not registered and has not agreed to these Terms and our Privacy Policy. Information and other content in the Services may be protected by intellectual property rights of others. Please do not copy, upload, download, or share files unless you have the right to do so. You will be solely responsible and liable for what you copy, share, post, upload, download or otherwise use while using the Services. You represent, warrant and agree that your Data or information shared through your account or otherwise shared by you on or through the Services will not violate or infringe upon the rights of any third party, including copyright, trademark, privacy, publicity or other personal or proprietary rights; be in violation of any law or used in furtherance of any such violation; or contain libelous, defamatory or otherwise unlawful material. You agree not to use the Services in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Services; to impersonate any person or entity, or falsely state or otherwise misrepresent yourself, your age or your affiliation with any person or entity; to share or otherwise make available any Data or other material that contains software viruses, worms, spyware, adware, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware; to use or attempt to use another’s account, service or system without authorization from us, or create a false identity on the Services; to forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted by you; to use any robot, spider, Services search/retrieval application, or other automated device, process or means to access, retrieve, scrape, or index the Services or any content; or take any other action designed to harm SalesWise, other users, or which is in violation of any law or regulation.

7.
Electronic Communications.
By using the Website and/or the Services, you consent to receiving electronic communications from us and agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the Website and/or Services.

8.
Intellectual Property.

a. Generally. Except as otherwise described herein, use of or access to the Services does not in any way transfer or impact you or SalesWise’s intellectual property, and all right, title and interest in and to the Services will remain with SalesWise. This includes all trademarks, service marks, graphics and logos used in connection with the Services.

b. Intellectual Property Infringement.

(i) We respect the intellectual property rights of others. Accordingly, we have a policy of removing Data that violates the intellectual property rights of others, suspending access to the Website(s) (or any portion(s) thereof) to any user who uses a Website or the Services in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses a Website or the Services in violation of someone’s intellectual property rights. Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of the Website or Services, please provide written notice to our agent for notice of claims of infringement.

To be sure the matter is handled immediately, Your written notice must:

  • Contain your physical or electronic signature;

· Identify the copyrighted work or other intellectual property alleged to have been infringed;

· Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;

· Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);

· Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;

· Contain a statement that the information in the written notice is accurate; and

· Contain statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.

Unless the notice pertains to copyright or other intellectual property infringement, our agent will be unable to address the listed concern.

(ii) Submitting a DMCA Counter-Notification. We will notify you if we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received DMCA take-down notice. In response, you may provide our agent with a written counter-notification that includes the following information:

1. Your physical or electronic signature;

2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;

3. A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and

4. Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

(iii) Termination of Repeat Infringers. SalesWise reserves the right to terminate the account or access of any user of the Website or Services who is the subject of repeated DMCA or other infringement notifications.

9.
Cancellation. SalesWise may cancel your access to all or any part of the Services at any time and for any reason. In the event of cancellation, you shall be entitled to refund of any pro rata payments for the period of time you have pre-paid but were unable to access the platform.

10.
Warranties.

a.) THE SERVICES AND YOUR ACCOUNT, AND ALL INFORMATION AND CONTENT IS MADE AVAILABLE TO YOU ON AN “AS IS,” “AS AVAILABLE” BASIS. SALESWISE, ITS PARENTS, SUBSIDIARIES, AFFILIATES, AND OTHER DATA PROVIDERS MAKE NO WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO (1) THE OPERATION AND FUNCTIONALITY OF THE SERVICES, (2) THE ACCURACY, INTEGRITY, COMPLETENESS, QUALITY, LEGALITY, USEFULNESS, SAFETY, AND IP RIGHTS OF ANY OF THE DATA OR SERVICES, INCLUDING BUT NOT LIMITED TO THE ACCURACY OF CONTACT AND BUSINESS INFORMATION IN ANY WAY ASSOCIATED WITH THE SERVICES, (3) THE FUNCTIONS CONTAINED IN THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR (4) THAT DEFECTS WILL BE CORRECTED. SALESWISE FURTHER DISCLAIMS ALL WARRANTIES, EXPRESS, STATUTORY, OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, THAT YOU OBTAIN FROM SALESWISE OR THE SERVICES SHALL CREATE ANY WARRANTY, REPRESENTATION, OR CONDITION NOT EXPRESSLY STATED HEREIN.

b.) SALESWISE FURTHER DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR USE OF THE SERVICES AND INFORMATION AND CONTENT AVAILABLE THROUGH THE SERVICES. YOUR USE OF THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY RESULTING LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR PROFITS, ANY LOSS OF DATA, OR DAMAGE TO YOUR COMPUTER FROM VIRUSES THAT MAY BE DOWNLOADED TO YOUR COMPUTER IN THE COURSE OF USING THE SERVICES.

c.) SALESWISE FURTHER DISCLAIMS ALL LIABILITY FOR ANY LOSS OR DAMAGE ARISING OUT OF YOUR COMMUNICATIONS OR DEALINGS WITH ANY OF THE BUSINESSES, OR USERS CONTAINED ON THE SERVICES. YOU ACKNOWLEDGE THAT SALESWISE HAS NO AFFILIATION WITH SUCH BUSINESSES, ADVERTISERS, AND USERS. YOUR COMMUNICATIONS OR DEALINGS WITH SUCH BUSINESSES, PERSONS, AND USERS ARE SOLELY BETWEEN YOU AND THEM.

d.) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, THE LIMITATION OR EXCLUSION OF IMPLIED WARRANTIES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY MAY LAST, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IF YOU RESIDE IN SUCH A JURISDICTION, THE ABOVE LIMITATIONS SHALL APPLY TO YOU TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW.

e.) SALESWISE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS REGISTERING TO USE ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS; THEREFORE, SALESWISE DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF YOUR IDENTITY OR INFORMATION THAT YOU PERMIT ANY THIRD PARTY TO ACCESS.

f.) SALESWISE IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH AS POSTING OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH SALESWISE TO ANYONE.

g.) THE SALESWISE SERVICES MAY CONTAIN HYPERLINKS TO THIRD PARTY WEBSITES (THE “THIRD PARTY SITES”), AND SALESWISE ASSUMES NO RESPONSIBILITY AND HAS NO CONTROL OVER THE INFORMATION AND OR CONTENT CONTAINED THEREIN. SALESWISE ALSO DISCLAIMS ALL LIABILITY ASSOCIATED WITH YOUR USE OF THE THIRD PARTY SITES. IF YOU DECIDE TO ACCESS ANY THIRD-PARTY SITE, YOU DO SO ENTIRELY AT YOUR OWN RISK AND YOU MUST FOLLOW THE PRIVACY POLICIES AND TERMS AND CONDITIONS FOR THOSE THIRD-PARTY SITES.

11.
Limitation of Liability.

a.) TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL SALESWISE BE LIABLE FOR (A) INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES, (B) LOSS OF PROFITS, (C) BUSINESS INTERRUPTION, (D) LOSS OF OR DAMAGE TO REPUTATION, OR (E) LOSS OF INFORMATION OR DATA REGARDLESS OF LEGAL THEORY, WHETHER OR NOT SALESWISE HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

b.) SALESWISE’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSES WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION (WHETHER SUCH LIABILITY ARISES DUE TO NEGLIGENCE, BREACH OF CONTRACT, MISREPRESENTATION OR FOR ANY OTHER REASON), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF (I) THE AMOUNT PAID, IF ANY, BY YOU TO SALESWISE IN CONNECTION WITH THE SERVICES IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (II) US $100.00.

12.
General Representation and Warranty. You represent and warrant that (i) your use of the Services will be in strict accordance with these Terms and our Privacy Policy, and with all applicable laws and regulations (including without limitation any local laws or regulations in your country, state, city, or other governmental area, regarding online conduct and acceptable content, and including all applicable laws regarding the transmission of technical data exported from the United States or the country in which you reside) and (ii) your use of the Services will not infringe or misappropriate the intellectual property rights of any third party.

13.
Indemnification. You agree to indemnify and hold harmless SalesWise, its contractors, and its licensors, and their respective directors, officers, employees and agents from and against any and all claims and expenses, including attorneys’ fees, arising out of your use of the Services, including but not limited to your violation of these Terms.

14.
Feedback. Any submissions by you to us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

15.
DISPUTE RESOLUTION AND ARBITRATION; CLASS ACTION WAIVER.

Please Read This Provision Carefully. It Affects Your Legal Rights.

This Provision facilitates the prompt and efficient resolution of any dispute (e.g., claim or controversy, whether based in contract, statute, regulation, ordinance, tort – including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence – or any other legal or equitable theory, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below)) that may arise between you and SalesWise. Effectively, then, “Dispute” is given the broadest meaning enforceable by law and includes any claims against other parties relating to services or products provided or billed to you (such as our licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding. This Provision provides that all disputes between you and SalesWise shall be resolved by binding arbitration because acceptance of these Terms constitutes a waiver of your right to litigation claims and all opportunity to be heard by a judge or jury. We prefer this because we believe arbitration is less drama-filled than litigation. To be clear, there is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees). You may, however, opt-out of this Provision which means you would have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). EVERYONE AGREES THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.

a. Pre-Arbitration Claim Resolution. For all Disputes, whether pursued in court or arbitration, you agree to first give us an opportunity to resolve the Dispute which is first done by emailing us at support@saleswise.com the following information: (1) your name, (2) your address, (3) a written description of your claim, and (4) a description of the specific relief you seek. If we do not resolve the Dispute within 45 days after receiving your notification, than you may pursue your Dispute in arbitration. You may pursue your dispute in a court only under the circumstances described below.

b. Exclusions from Arbitration/Right to Opt Out. Notwithstanding the above, you or SalesWise may choose to pursue a Dispute in court and not by arbitration if: (a) the Dispute qualifies for initiation in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). Any opt-out request received after the Opt-Out Deadline will not be valid. You may opt-out of this Provision by emailing us at support@saleswise.com the following information: (1) your name; (2) your address; (3) a clear statement that you do not wish to resolve disputes with us through arbitration. We promise that your decision to opt-out of this Arbitration Provision will have no adverse effect on our relationship.

c. Arbitration Procedures.

(i) If this Provision applies, either you or SalesWise may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.

(ii) For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action procedures or rules apply to the arbitration.

(iii) Because the Website(s) and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

(iv) The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

(v) You or SalesWise may initiate arbitration in either New York or the federal judicial district that includes your billing address. In the event that you select the latter, we may transfer the arbitration to New York so long as we agree to pay any additional fees or costs which the arbitrator determines you incur as a result of the transfer.

(vi) So long as you place a request in writing prior to commencement of the arbitration, we will pay all arbitration fees and associated costs and expenses. But, you will still be responsible for all additional fees and costs that you incur in the arbitration which include but are not limited to attorneys’ fees or expert witnesses. In addition to any fees and costs recoverable under applicable law, if you provide notice and negotiate in good faith with us as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.

d. Class Action Waiver. Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action or private attorney general action) unless both you and SalesWise specifically agree to do so following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to You. Neither you, nor any other user of the Websites or Services can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.

e. Jury Waiver. You understand and agree that by accepting this Provision in these Terms, you and SalesWise are each waiving the right to a jury trial or a trial before a judge in a public court. In the absence of this Provision, each party might otherwise have had a right or opportunity to bring disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). Except as otherwise provided below, those rights are waived. Other rights that you would have if you went to court (e.g., the rights to both appeal and certain types of discovery) may be more limited or may also be waived.

f. Severability. If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision whose remainder will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the dispute will be decided by a court.

g. Continuation. This Provision shall survive the termination of your account and your discontinued use of the Website(s) or Services. Notwithstanding any provision in this Agreement to the contrary, we agree that if we make any change to this Provision (other than a change to the notice address), you may reject any such change and require us to adhere to the language in this Provision if a dispute between us arises.

16.
Miscellaneous. These Terms constitute the entire agreement between SalesWise and you concerning the subject matter hereof. We may, at our sole discretion and without notice, revise these Terms at any time by updating this posting. These Terms shall be governed and interpreted pursuant to the Federal Arbitration Act and the laws of the State of Georgia, United States of America, without regard to the conflict of law provisions thereof. All claims, legal proceedings, or litigation arising in connection with the Services will be brought solely in federal or state courts located in Georgia, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. You covenant not to bring a claim in any other forum. Except as provided in Section 15 (Dispute Resolution and Arbitration; Class Action Waiver), if any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions. A waiver by either party of any term or condition of these Terms or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. Neither these Terms nor the licenses granted herein are transferable by you without the prior written consent of SalesWise, which may be granted or withheld in SalesWise’s sole discretion. SalesWise may assign or subcontract its rights and obligations under these Terms without condition. These Terms will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns.

17.
For Additional Information. If You have any questions about these Terms, please contact us at: terms@saleswise.com or support@saleswise.com.