|Version 3.2||November 30, 2021|
|Version 3.1.1||October 6, 2021|
|Version 3.1||February 4, 2021|
|Version 3||September 30, 2020|
|Version 2.3.1||August 24, 2020|
|Version 2.3||March 5, 2019|
|Version 2.2||August 14, 2018|
|Version 2.1||August 8, 2018|
|Version 2||April 19, 2017|
|Version 1||February 3, 2014|
These software as a service terms and conditions (the “T&Cs”) are made effective as between SalesScreen, the company described in the DEFINITIONS section below, and the entity or individual agreeing to acceptance agreement (the “Subscription Acceptance”), which, with these T&Cs (along with exhibits), form the software as a service agreement (the “Agreement”) entered into by the parties. The Agreement is made effective as of the “Effective Date” set forth in the Subscription Acceptance.
“SalesScreen” means the SalesScreen company described in the “SalesScreen Contracting Entity, Notices, Governing Law, and Venue” section below.
A. SalesScreen is a developer and marketer of software provided as a service, with the core components of the software remaining resident on servers maintained by the mother company Dogu SalesScreen AS, with access granted to the Customer, and with other benefits of use provided to the Customer, as set forth in the Agreement.
B. The Customer has an interest in utilizing the software and in receiving the related benefits.
C. For good and valuable consideration, the receipt, and sufficiency of which are hereby acknowledged, the parties have therefore agreed to enter into the Agreement.
(a) The Service and Feedback. The SalesScreen service provided under the Agreement, as selected by the Customer from among any then-available options, variations or modules, offered by SalesScreen and as accepted by the Customer, is as set forth in the Subscription Acceptance (the “Service”). In the event Customer provides feedback or suggestions to SalesScreen with respect to the Service (collectively, “Feedback”), Customer hereby grants SalesScreen a perpetual, irrevocable right and license to use such Feedback for any lawful purposes. For clarity, Customer has no obligation to provide Feedback and SalesScreen has no obligation to use Feedback.
(b) Primary Function. The primary function of the Service is to help the Customer in its efforts to motivate, train, engage and guide its sales force or other operational teams.
(c) Third-Party Software. To the extent that software proprietary to third parties (each, “Third-Party Software”) is provided as part of, or in connection with, the Service, the proprietors of any such Third-Party Software retain all right, title and interest in it. The Customer shall not seek, or permit others to seek on its behalf, any greater access to Third-Party Software than as set forth in the Agreement or use Third-Party Software for any purpose not expressly authorized under the Agreement or any applicable license for Third-Party Software.
(d) Access. SalesScreen grants the Customer, for the duration of the “Term” (as defined in Section 3 and as set forth in the Subscription Acceptance), and subject to the full performance by the Customer of its covenants, representations and warranties under the Agreement, a non-exclusive, non-assignable, worldwide right to access and use the Service, under the terms of the Agreement, solely for the Customer’s internal business operations for access and use by the Customer’s designated fulltime and part-time employees (each, an “Active User”) on devices under the ownership or control of the Customer, subject to the provisions of the Agreement.
(e) Future Features. Although SalesScreen may continue to refine and expand the capabilities of the Service, the Customer acknowledges and understands that entering into the Agreement is not contingent on the delivery of any future functions or features, nor is it dependent on any oral or written comments made by SalesScreen regarding any future functions or features.
(f) Acceptable Use Policy. The Customer hereby agrees to the acceptable use policy (the “AUP”) of SalesScreen, which SalesScreen may supplement, replace or amend at its discretion, as set forth in the AUP. The current version of the AUP is attached to these T&Cs and made a part of it.
(g) Ownership. As between Customer and SalesScreen: (i) SalesScreen owns all right, title, and interest in and to the Service, including without limitation any modifications, updates, upgrades, and improvements thereto; and (ii) Customer owns all right, title, and interest in and to the content it uploads or otherwise inputs into the Service.
(h) License to Content. Customer grants SalesScreen a limited right and license to access and use the content uploaded or otherwise inputted into the Service solely as necessary for SalesScreen to provide the Service to Customer.
(i) Aggregated Use. Notwithstanding anything to the contrary, SalesScreen: (i) may compile and use anonymous usage and other statistical information related to the performance of the Service for purposes of improving the Service; and (ii) shall have a perpetual, irrevocable right and license to use aggregated and anonymized content of Customer for any lawful purposes, provided such content does not identify Customer, an individual, or any other entity.
(a) Types of Subscriptions. In the Subscription Acceptance, the Customer has chosen a Term, usually but not limited to monthly or annually. For either option selected, the Customer will receive services and pay fees based on the number of Regular Active Users and on the number of Supporter Active Users authorized to have access during the selected Term.
(b) Types of Active Users. In the Subscription Acceptance, the Customer has chosen a number of Regular Active Users and a number of Supporter Active Users. If the Subscription Acceptance does not mention a number of Supporter Active Users, that means that there is no Supporter Active User. Supporter Active Users are defined as an Active User with access to the Supporter service. By way of exclusion, a Regular Active User is defined as any Active User that is not a Supporter Active User.
(c) Identifying Regular Active Users and Supporter Active Users. In the Subscription Acceptance, the Customer has chosen the number of Regular Active Users and a number of Supporter Active Users from among its fulltime and part-time employees who shall have access to the Service during the Term. Each Regular Active User and each Supporter Active User will be provided by the Customer with unique log-in credentials when his or her access is activated by the Customer. The Customer may so add and it may remove authorized Regular Active Users or Supporter Active Users at any time during the Term, respectively up to its total number of permitted Regular Active Users and up to its total number of permitted Supporter Active Users provided for in the Subscription Acceptance. In the event that the Customer shall reach its limit of permitted Regular Active Users or its limit of permitted Supporter Active Users, it must take care to deactivate respectively an existing Regular Active User or an existing Supporter Active User before adding a new one or be subject to additional fees as set forth in this Subsection 2(c). In the event that the Customer shall thereby increase its total number of permitted Regular Active Users or its total number of permitted Supporter Active Users for the applicable Term over and above the number permitted under the Subscription Acceptance, it shall pay a prorated increase in fees accordingly for the remainder of the Term, including any renewal of the Term (unless, as to any such renewal period, the number of Regular Active Users and the number of Supporter Active Users shall be expressly modified by the parties prior its commencement). Any such increase will appear on the next invoice. In the event that the Customer shall thereby decrease its total number of permitted Regular Active Users or its number of permitted Supporter Active Users for the applicable Term, it shall not receive a reduction in any fees for the remainder of the Term but shall receive a prorated decrease in fees for any renewal of the Term. In the event that the Customer shall desire that the Agreement be amended during the Term so as expressly to increase its total of Regular Active Users or its total of Supporter Active Users for the Term and any renewal, it shall do so by giving notice from its email address for receipt of notices to SalesScreen at its email address for the receipt of email notices (for each party, its “Notice Email Address”), as provided in the Subscription Acceptance. At all times during the Term, the foregoing adjustments to fees shall be subject to any increases in pricing by SalesScreen as otherwise provided in the Agreement.
(d) Requests for Change. Requests for change in the Service and in levels of technical support, as provided under Section 4, can be submitted at any time directly to a customer relations representative. Any such changes may result in an alteration in fees paid by the Customer under the Subscription Acceptance and may require supplemental documentation to be executed by the parties in good faith. In the event that the Customer shall alter or revise its Services plan during the Term, all Active Users will immediately be moved to the new Services plan.
(a) Initial Term. The Term of the Agreement (the “Term”) shall commence as of the Effective Date set forth on the Subscription Acceptance and shall continue according to this Term, as selected in the Subscription Acceptance. Unless otherwise expressly set forth in the Subscription Acceptance: (i) monthly Terms shall commence on the Effective Date and continue, for each renewal of the monthly Term, through the same date on succeeding months, until canceled; and (ii) annual terms shall commence on the Effective Date and shall continue through the day before the first anniversary of the Effective Date and continue in the same manner for each renewal of the annual Term thereafter, until canceled.
(b) Automatic Renewals. At the expiration of the initial Term and each renewal of the Term thereafter, the Agreement shall automatically renew on either a monthly or annual basis, as selected in the Subscription Acceptance. In the event that the Customer shall desire to cancel the Agreement, it must send SalesScreen notice of cancelation of the Agreement no later than thirty (30) days prior to the expiration date of the Term by notice from its Notice Email Address to SalesScreen at its Notice Email Address.
(a) Levels of Support. The Customer acknowledges that SalesScreen offers a standard level of support during the Term. SalesScreen reserves the right to modify, add or terminate types and levels of support on reasonable notice to the Customer. Business Hours are subject to change by SalesScreen either by a posting at https://www.salesscreen.com/ or by notice from its Notice Email Address to the Customer at its Notice Email Address.
(b) Responsiveness. SalesScreen will use commercially reasonable efforts, to provide an initial response to requests for support, at any level, within fifteen (15) minutes from receipt during Business Hours and within a few hours from receipt (possibly into the next business day in the case of nighttime requests), if made after Business Hours.
(c) Submission of Support Requests. All requests for support must be submitted to the SalesScreen support team by methods provided to the Customer from time to time but that, subject to change on reasonable notice, currently include text-based live responsive “chat” support with a representative during Business Hours at: (i) app.salesscreen.com (a web application), (ii) help.salesscreen.wiki and (iii) www.salesscreen.com. In the alternative, the Customer may email for support at email@example.com; that email address will be checked regularly. Updates to support requests will be provided on a timely basis, based upon urgency and available resources at SalesScreen at the time of request.
(d) Support Languages. All support will be provided in English.From time to time, Norwegian and other languages may be options, depending on availability.
(e) Documentation. Documentation concerning use of the Service and support for the Service will be available and updated from time to time.It currently can be found at: help.salesscreen.wiki.
(f) Modification of Services. From time to time during the Term, SalesScreen may make enhancements, updates, upgrades and improvements, as well as provide additional features for the Service (together, “Modifications”). Modifications may be provided without advance notice.
(a) Service Availability. SalesScreen shall provide the Service to the Customer with a “System Availability Percentage” of at least ninety-nine and one-half percent (99.5%) during each calendar month during the Term, prorated for partial months. Service Availability Percentage” shall mean the accessibility of the key components and modules of the Service to Active Users, expressed as a percentage of the total hours during any applicable calendar month or partial calendar month, as the case may be.“Service Availability Percentage” will not include any minutes of downtime resulting from scheduled maintenance, a “Force Majeure Event” (as defined below), malicious attacks on the Service or the networks utilizing or containing key components or modules, issues associated with the Customer’s applicable electronic devices, local area networks or internet service provider connections, or the Customer’s acts or omissions under the Agreement or applicable law.
(b) Service Credit. In the event of the failure of SalesScreen to meet the Service Availability Percentage for any given period, as its exclusive and final remedy, the Customer shall be entitled to service credit equal to ten (10) times the prorated value of the downtime, up to a maximum credit equal to twenty-five percent (25%) of the Service fee paid by the Customer for the applicable period. By way of example only, if a Customer paying a monthly fee of $200 for the Service, along with Enterprise-level Support, should have a Service Availability Percentage of 99% during an applicable calendar month, it shall be entitled to a credit of $20 ($200 x (100-99%) = $2 x10 = $20).
(c) Exceptions. The Service Availability Percentage shall not apply as to: (i) any “Force Majeure Event” (as defined below); (ii) downtime caused by any actions or inactions of Customer or any third party; (iii) the failure of equipment or software not within the primary control of SalesScreen; or (iv) arising from any suspension or termination of the Service in accordance with the terms of the Agreement. Notice of the status of the Service at any given time is posted on the dedicated status page at https://status.salesscreen.com/, which will be updated regularly with the status of any known incidents that might affect delivery of the Service to the Customer and Active Users.
(d) Scheduled Maintenance. SalesScreen may take the Service offline for scheduled maintenance on seventy-two (72) hours’ advance written notice to the Customer, which may be given from the SalesScreen Notice Email Address to the Customer at its Notice Email Address. SalesScreen shall use reasonable commercial and systems maintenance efforts to schedule routine maintenance outside Business Hours Eastern Time (USA).
(e) Emergency Maintenance. SalesScreen may take the Service offline and therefore unavailable to the Customer at any time on two (2) hours’ advance written notice to the Customer, which may be given to its Notice Email Address. SalesScreen shall use reasonable commercial and system maintenance efforts to reserve emergency maintenance periods to the installation or replacement of critical security patches and performance of emergency repair of Service functions.
(a) Standard Fees. The Customer shall be responsible for paying the fees and other charges set forth in the Subscription Acceptance or as later agreed upon by the parties in writing.
(b) Pricing. Pricing shall be calculated and invoices paid based in upon the level of Service, number of Regular Active Users and number of Supporter Active Users, and any other factors referenced in the Subscription Acceptance. If the Customer should, during any billing period, add Regular Active Users or add Supporter Active Users, thereby raising the total number of Regular Active Users or raising the total number of Supporter Active Users, or upgrade its level of Service, the applicable increase will be prorated for the remainder of that billing period and added to the invoice for the next billing period. No refunds shall be given in the event that the total number of Regular Active Users or the total number of Supporter Active Users shall at any time during the Term be less than those provided for in the Subscription Acceptance. For the avoidance of doubt, at any time during the Term, the Customer can add and remove Regular Active Users or add and remove Supporter Active Users without any pro-rated charges being incurred if and only if the number of Regular Active Users and the number of Supporter Active Users never exceeds respectively the Regular Active Users or Supporter Active Users set forth in the Subscription Acceptance, as that number may have been revised for the balance of the Term or modified as to any renewal of the Term.
(c) Billing and Payment. Unless expressly stated to the contrary in the Subscription Acceptance, SalesScreen shall invoice the Customer in advance, commencing as of the Effective Date and as of the commencement of each renewal of the Term, for payment to be made in full within the Payment Terms written on invoices in each instance. Payment shall be by wire transfer, by credit/debit card or ACH payment processing, as provided by SalesScreen from time to time. The Customer will designate in writing (which may be by email from its Notice Email Address to SalesScreen at firstname.lastname@example.org) the individual to whom billing and payment information should be delivered.
(d) Price Increases. From time to time, on advance notice prior to the end of the Term, which notice may be given from and to the respective Notice Email Addresses of the parties, SalesScreen may adjust its fees and charges schedule as it applies to the Service and related benefits selected by the Customer. For an annual Term, that notice shall be given no later than sixty (60) days prior to the conclusion of the then-current Term. For the avoidance of doubt, the notice shall be given earlier than sixty (60) days prior to the automatic renewal having gone into effect. For a monthly Term, any such notice of increase shall go into effect no sooner than the second month after the month in which it shall have so been given. Nothing contained in this Subsection 6(d) shall be deemed to alter the automatic renewal, cancelation and termination provisions of the Agreement.
(e) Disputes. All invoices shall be paid as set forth in the Agreement, regardless of any dispute as between the parties.In the event that the Customer should dispute any invoice, however, it shall so notify SalesScreen within sixty (60) following the date of the invoice. That notification shall be in writing, from and its Notice Email Addresses to SalesScreen at email@example.com and shall state in detail the basis and cause of the dispute (each, a “Notice of Dispute”). All invoices for which no Notice of Dispute shall have been timely given shall be deemed accepted in full. The parties shall confer and reasonably cooperate to resolve the issues raised in the Notice of Dispute; resolution shall be concluded within sixty (60) days from delivery of the Notice of Dispute. In the event that SalesScreen shall have concluded that any portion of the disputed sums should not be paid, it will credit that amount against immediately succeeding payments owed by the Customer.
Each party shall be solely responsible for any payment of taxes arising from that party’s performance of its obligations under the Agreement.
Any amount not paid when due will bear interest from the due date until paid at a rate equal to one- and one-half percent (1.5%) per calendar month (eighteen percent (18%) annually or the maximum allowed by law, whichever is less.
(a) Network and Data Security. Each party shall implement and maintain appropriate administrative, physical, and technical safeguards reasonably designed to protect the Confidential Information of the other party and to protect its respective systems from intrusion, using industry-standard means, and shall reasonably cooperate with the other party in the event of any actual or suspected breach or compromise thereto.
(b) Data Protection. With respect to the processing of personal data, the parties shall comply with SalesScreen's data processing addendum ("DPA").
(a) Professional Conduct of the Customer. The Customer is obligated to comply with all federal, state, and local laws regulations concerning the transition of telecommunications services.
(b) Anti-Virus Obligations. Each party shall implement, maintain, and regularly review and update reasonably necessary procedures for safeguarding its systems against viruses, malware, or other harmful code (collectively, "Viruses").
(c) Use of Services by the Customer. The Customer shall abide by all local and international laws and regulations applicable to its use of the Service, use the Service only for lawful purposes, and comply with the AUP.
(d) Restricted Uses. The Customer shall not upload or distribute, or permit the uploading or distribution, of any files that contain Viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service. The Customer shall not modify, disassemble, decompile or reverse engineer the Service, probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, websites, applications, servers or networks connected to the Service or associated with its use; take any action that imposes an unreasonably or disproportionately large load on any of those facilities; copy or reproduce, or permit the copying or reproduction of, the Service; access or use any other clients’ or their users’ data through the Service; maliciously or negligently reduce or impair the accessibility of the Service, use the Service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material; or transmit or post any material that encourages conduct that could constitute a criminal offense or to give rise to civil liability.
(e) Removal of Content: In the event that the Customer receives notice that any item of content used on or in connection with the Service must be removed, modified or disabled to avoid violating applicable law, third-party rights, or the AUP, the Customer will promptly do so and alert SalesScreen at its Notice Email Address. If the Customer does not promptly so respond, or if, in the judgment of SalesScreen, further violation of any such notice is likely to occur, SalesScreen may disable the applicable content or, if it deems necessary, all access to the Service by the Customer and the Active Users. If requested by SalesScreen, Customer shall confirm that deletion and discontinuance of use in writing, and SalesScreen shall thereupon be deemed authorized to provide a copy of that confirmation to any third party claimant or governmental authority, as applicable. In the event that any such notice is received directly by SalesScreen as to use of the Service by the Customer or Active Users, in addition to requiring the foregoing of the Customer, SalesScreen may, at its option, disable the applicable the applicable content or, if it deems necessary, all access to the Service by the Customer and the Active Users.
Each party represents and warrants to the other as follows:
(a) Organization. The party is validly organized and existing under the laws of the jurisdictions of its respective organization.
(b) Ability to Contract. The party has the authority and capacity to enter into the Agreement.
(c) Valid Agreement. The Agreement constitutes a legal, valid, and binding obligation, enforceable against the party according with its terms.
(d) Performance. The party is not under any restriction or obligation that could reasonably be expected to affect the party’s performance of its obligations under the Agreement.
(e) No Violation. The party’s execution, delivery, or performance of its obligations under the Agreement will not breach or result in a default under its articles, bylaws, operating agreement or similar agreement; any law or regulation to which it is subject; any judgment, order, or decree; or any agreement to which it shall be a party or by which it shall be bound.
(f) Permits, Consents, and Other Authorizations. The party holds all permits and other authorizations necessary to own, lease, and operate its properties and to conduct its business as it is now carried on.
(g) No Disputes or Proceedings. There are no legal proceedings pending, threatened, or foreseeable against the party that would affect that party’s ability to complete its obligations under the Agreement.
(h) No Bankruptcy. The party has not taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, reorganization, or winding up.
(a) Indemnification by SalesScreen. SalesScreen shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorney's fees) (collectively, "Losses") arising out of or relating to any third party claim, demand, cause of action, controversy, or suit (collectively, "Claim") alleging that the Service, when used as permitted hereunder, infringes any third party intellectual property right. SalesScreen shall have no obligation under this Section 13(a) to the extent the Claim is caused, in whole or in part, by (i) Customer's breach of this Agreement, (ii) the combination of the Service with other products and/or services where such combination is the basis of the Claim, (iii) modifications to the Service made by Customer or a third party without SalesScreen's prior written consent, where such modifications to the Service are the basis of the Claim, or (iv) Customer's continued use of the Service after receiving notice from SalesScreen that the Service may be the subject of an Claim. In the event the Service is enjoined or in SalesScreen's reasonable opinion likely to be enjoined, SalesScreen shall do one of the following, at its own expense and within its sole discretion, as its sole liability and Customer's exclusive remedy with respect to a Claim identified in this Section 13(a): (x) procure for Customer the right to continue using the Service, (y) modify or replace the Service such that it is non-infringing but functionally equivalent; or (z) terminate the provision of the Service to Customer and provide Customer with a pro-rata refund of any prepaid fees for periods after the date of termination.
(b) Indemnification by Customer. Customer shall indemnify, defend, and hold harmless SalesScreen from and against any and all Losses arising out of or relating to any Claim alleging: (i) a violation of Customer's obligations in the AUP, or (ii) a breach by Customer of Section 11(d).
EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE SERVICE IS PROVIDED "AS IS" AND SALESSCREEN EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WHATSOEVER, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF DATA, NON-INFRINGEMENT, NON-INTERFERENCE, OR THAT THE SERVICE WILL BE TIMELY, UNINTERRUPTED, OR ERROR-FREE.
EXCEPT WITH RESPECT TO A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR FRAUD, AND ITS RESPECTIVE INDEMNIFICATION OBLIGATIONS IN SECTION 13: (A) IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND WHATSOEVER; AND (B) EACH PARTY'S AGGREGATE LIABILITY TO THE OTHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO SALESSCREEN UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE FOREGOING LIMITATION SHALL NOT APPLY TO AMOUNTS DUE BY CUSTOMER TO SALESSCREEN UNDER THIS AGREEMENT.
During the course of performing under this Agreement, a party ("Recipient") may come into contact with certain non-public business and/or financial information of the other party ("Discloser") that is either marked "confidential" and/or "proprietary", or, given the nature of the information and the circumstances of the disclosure a person would reasonably consider to be confidential and/or proprietary (collectively, "Confidential Information"). Recipient agrees to maintain the confidential nature of Discloser's Confidential Information, to only disclose it to those who have a need to know such information solely as necessary for Recipient to perform its obligations under the Agreement, and who are bound by confidentiality obligations at least as stringent as those contained herein, and to remain liable for all acts and omissions of those to whom it makes available Discloser's Confidential Information. Confidential Information shall not include information that is or becomes publicly available through no fault of Recipient, is independently developed by Recipient, or is provided to Recipient by a third party not subject to confidentiality obligations with respect to Discloser's Confidential Information. Additionally, in the event Recipient is legally compelled to disclose Discloser's Confidential Information, Recipient shall first notify Discloser (unless such notice is prohibited at law) and provide Discloser with a reasonable opportunity to contest the compelled disclosure. In any event, Recipient shall only disclose such Confidential Information that is minimally necessary to comply with the legal order. Recipient acknowledges that a breach of this Section 16 will cause significant harm to Discloser for which monetary damages may be insufficient. As such, Recipient agrees that Discloser may seek all available remedies at law, including injunctive relief, without first obtaining approval of Recipient and without the need to post bond.
The Customer represents and warrants that it is not located in, under the control of, or a national or resident of, any country to which the United States has embargoed the import or export of goods, is on the United States Treasury Department’s List of Specially Designated Nationals, or United States Commerce Department’s Table of Deny Orders.
(a) Termination by SalesScreen. SalesScreen may discontinue the Customer’s subscription and terminate the Agreement for convenience at any time, on due advance written notice to the Customer at its Notice Email Address. In the event of any such termination, the Customer will be responsible only for those fees due and owing through the date of termination and shall be entitled to a refund of the prorated value of the unused portion of the period for which payment for Services shall have been made. In the event of a missed payment, however, or if SalesScreen should reasonably come to believe that there has been misconduct or breach in performance by the Customer or any Active User under the Agreement, SalesScreen shall have the right to discontinue the Customer’s subscription and terminate the Agreement for cause and without prior notice, and the Service will no longer be available for use. In the event of any such discontinuance or any such termination for cause, the Customer will remain liable for payment of all amounts due under the Agreement through the agreed-upon completion of its Term (but without considering any automatic renewal).
(b) Termination by the Customer. In addition to its right of cancelation referenced Subsection 3(b), the Customer may terminate the Agreement following the uncured material breach by SalesScreen. The Customer must notice any claim of such a material breach, stating the reasons with particularity, after which SalesScreen shall have thirty (30) days in which to cure any such breach in material respects. In the event that the Agreement is terminated by notice by the Customer for the failure so to cure, the Customer shall be entitled to a refund of the prorated value of the unused portion of the period for which payment for Services shall have been made. Notices under this Subsection 18(b) shall be given as set forth in Subsection 20(a).
(a) Discontinuance of Use. The Customer and the Active Users shall cease all use of the Service upon the expiration or the effective date of any prior termination.
(b) Recovery of Data. The Customer will have thirty (30) days from the date of cancelation or termination, other than due to material breach by the Customer, to retrieve any of data that the Customer shall desire to retain and to which it shall be entitled under the Agreement and applicable law.
(a) Right to Contract. Each Party represents and warrants that it has the right and has obtained all necessary equity holder, board of directors or managerial approvals, as the case may be, to enter into the Agreement.
(b) Entire Agreement. These Terms and Conditions, together with its preamble, recitals, attachments, schedules, exhibits, and the Subscription Acceptance are, together, the full and final Agreement between the parties. SalesScreen and the Customer may be parties to additional or further agreements such as, without limitation, the terms of service for the primary website of SalesScreen and its affiliates. As to the terms of the provision of the Service and other subjects of the Agreement, however, the Agreement shall in all events control and shall supersede any other agreements or understandings between the parties, including, without limitation, website terms of service in whatever form and whenever made effective.
(c) Interpretation. Sections 6 through 9, 11 through 16, 19 and 20 and the payment provisions of the Subscription Acceptance shall survive the expiration or prior termination of the Agreement. If any portion of the Agreement is declared or deemed unenforceable or invalid, the agreement shall be interpreted so as to remain enforceable and valid without that portion. Headings are for convenience only and may not be considered in the interpretation of the Agreement. Where appropriate in context, any shall be deemed to include all, each to include every, the singular to include the plural, the masculine to include the feminine, and vice versa.
(d) Amendment. The Agreement can be amended only by a writing signed by both parties.
(e) Successors and Assigns. The Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. Neither party may assign, in whole or in part, the Agreement or its duties or obligations therein, without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement upon written notice to the other party but without the obligation of obtaining consent therefrom: (i) to an Affiliate, or (ii) in connection with a merger or sale of all or substantially all of such party's assets. Any attempted assignment in contravention of this provision shall be null and void. For purposes of this Section 20(e), "Affiliate" shall mean any entity controlled by, controlling, or under common control with the assigning party.
(f) Notice. Except as expressly provided in the Agreement for notice by email, the parties shall give all notices and communications between the parties in writing by personal delivery, a nationally-recognized, next-day courier service, first-class registered or certified mail, postage prepaid, fax, or electronic mail to the party’s address specified in the Subscription Acceptance.Any notice so given will be effective on the other party’s receipt of it or, if mailed, the earlier of the other party’s receipt of it and the fifth (5th) business day after mailing it.
(g) SalesScreen Contracting Entity, Notices, Governing Law, and Venue. The Salesscreen entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on which Salesscreen entity has signed the Subscription Acceptance.
|If the Salesscreen entity who signed the Subscription Acceptance is:||The SalesScreen entity entering into this Agreement is:||Notices should be addressed to:||Governing law is:||Courts with exclusive jurisdiction are:|
|Salesscreen Inc.||SalesScreen Inc, a Delaware corporation||401 Park Avenue South, 10th Floor New York, NY 10010||State of New York||Any state or federal court located within the Borough of Manhattan, New York City, State of New York|
|Dogu Salesscreen AS||Dogu SalesScreen AS, registered in Norway||Karl Johans gate 13, 0154 Oslo, Norway||Norway||Oslo, Norway|
|SalesScreen AB||SalesScreen AB, registered in Sweden||Starkmansgatan 4, 194 54 Upplands Väsby, Sweden||Sweden||Stockholm, Sweden|
|SalesScreen Private Limited||SalesScreen Private Limited, registered in Singapore||50 South Bridge Road, #03 - 00, CMO Building, Singapore 058682||Singapore||Singapore|
|SalesScreen Europe B.V.||SalesScreen Europe B.V., registered in the Netherlands||Poortland 66, 1046 BD Amsterdam, Netherlands||Netherlands||Amsterdam, Netherlands|
(h) Governing Law. The Agreement and any dispute arising out of it or related to its subject matter shall be governed by the laws in the table above.
(i) Consent to Jurisdiction. Each party hereby irrevocably consents to the exclusive jurisdiction and venue described in the table above, in connection with any matter arising out of, or relating to, the Agreement.
(j) (When the SalesScreen Contracting Entity is SalesScreen Inc. only) Arbitration. Any controversy or claim arising out of, or relating to, the Agreement or its breach shall be submitted to arbitration by or through the International Institute for Conflict Prevention & Resolution, under its non-administered arbitration rules applicable to commercial disputes. Arbitration shall be before a single arbitrator, in English, in Manhattan, New York, New York. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.
(k) Consent to Service. Each party hereby irrevocably agrees that process may be served on it in any manner authorized by the laws in the table above, and waives any objection which it might otherwise have to service of process under the laws in the table above.
(l) Waiver. Neither party’s failure or neglect to enforce any rights under the Agreement will be deemed to be a waiver of that party’s rights.
(m) Force Majeure. A party shall not be liable for any failure of or delay in the performance of the Agreement as a result of any act of God, fire, flood, epidemic, pandemic, storm damage, power outage, act of war, vandalism or terrorism, labor action, or riot or other civil disobedience (each, a “Force Majeure Event”) for the period that the Force Majeure Event shall be beyond the reasonable control of that party.
(n) No Relationship. Nothing in the Agreement shall be deemed to create any special relationship between the parties, such as a partnership, joint venture, or other business affiliation between the parties other than as contracting parties. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.
(o) Execution. The Agreement may be executed as provided in the Subscription Acceptance.If no method is there provided, it shall be deemed to have been entered into upon electronic exchange between the parties of a manually or electronically countersigned Subscription Acceptance.
This acceptable use policy (the “AUP”) outlines unacceptable use of the Service by the Customer and Active Users.This AUP provided under, and in addition to, the agreement (the “Agreement”) between SalesScreen and the named customer (the “Customer”), the definitions of which are incorporated into this AUP by reference SalesScreen may supplement, replace or amend this AUP from time to time on reasonable notice to the Customer, which may be given by email.
(a) Acceptable Use AUP.
Prohibited uses and activities include, without limitation, any use of the Service in a manner that, in SalesScreen’s reasonable judgment, involves, facilitates, or attempts any of the following:
Questions about this AUP and reports of violations of this AUP should be directed to SalesScreen at firstname.lastname@example.org.
To deliver our SalesScreen solution we need to process some types of personal information about you. We are a data controller data when delivering SalesScreen to our customers. We are a data processor when customer and customer employees are processing certain personal data in the SalesScreen solution. Read below to see what purpose, type of information and legal basis we have for processing your personal data. As a controller Dogu SalesScreen AS processes personal data for the following activities:
|Purpose||Personal data||Legal basis|
|Billing customers for SalesScreen service||Customer name, Email, Credit card||Consent|
|Deliver status updates for SalesScreen’s service to subscribers of SalesScreen status page||Consent|
|Sending email information about the Services||Consent|
|Sending email information about sales & company culture.||Consent|
|Send email information about SalesScreen related events||Consent|
|Reserve tickets to events||Name, Email, Company, Job title||Consent|
|Keep track of our internal sales process||Name, Email, Company, Job title, Phone number, IP address, Email communications, Video meeting recordings||Consent|
As a processor SalesScreen processes personal data on behalf of our customers using SalesScreen.
|Purpose||Personal data||Legal basis|
|Purpose Personal data Legal basis Deliver SalesScreen to customer||Name, Email, Nickname, Phone number, Profile picture, IP address, Employee ID numbers, Sales and policy data related to the ID numbers, Customers||DPA with customer|
|Provide support for SalesScreen||Name, Email, IP address||DPA with customer|
|Product demand||Name, Email||DPA with customer|
|Deliver SMS to customer||Phone number||DPA with customer|
|Deliver email to customer||DPA with customer|
You have the right to require access, correction or deletion of the personal data we are processing about you. You also have the right to require limited processing of your personal data, the right to object to the processing as well as the right to require data portability. If you want to exercise your rights, send us an e-mail at email@example.com or firstname.lastname@example.org. You also have the right to lodge a complaint about our processing to a supervisory authority (in Norway: Norwegian Data Inspectorate). For processing activities based on your consent, you have the right to withdraw your consent at any time.
We keep your personal data with us as long as it is necessary to fulfill the purpose for which the personal data was collected. This means, for example, that personal data that we process will be deleted if you withdraw your consent. Personal data relating to SalesScreen will be erased at the latest 12 months after termination of consumer contract.
To provide our services we rely on using some third party tools, in this connection considered as data processors. These are independent companies or legal entities that process certain personal data on behalf of us. SalesScreen ensures that all processors have entered into a data processing agreement with SalesScreen in order for us to always have control of your personal data and that the processing fulfills the requirements of the General Data Protection Regulation (GDPR). SalesScreen also uses some processors outside the EU/EEA. In these cases, SalesScreen ensures that the processors are subject to an adequate level of protection for the processing of personal data, for example by relying on Standard Contractual Clauses.
We may engage with the following Subsidiaries as Sub-processors to deliver the Services
|Subsidiary name||Entity Country|
|SalesScreen Europe B.V.||The Netherlands|
|SalesScreen Private Limited||Singapore|
We may use sub-processors to provide our service. Listed below are sub-processors with whom we may share personal data.
|Sub-Processor Name||Type of Service||Entity Country|
|salesforce.com EMEA Limited||Sales & marketing management||UK|
|Zoom Video Communication, Inc.||Video conferencing||USA|
|Microsoft Ireland Operations, Ltd.||Cloud Infrastructure||Ireland|
|Dropbox Inc||Cloud Storage||USA|
|Intercom R&D Unlimited Company||Customer communication||Ireland|
|Puzzel AS||SMS delivery||Norway|
|SendGrid, Inc.||Email delivery||USA|
|Stripe Payment Europe, Ltd.||Payment Processing||Ireland|
|Atlassian PTY Ltd||Status page||USA|
|Calendly LLC||Event scheduling||USA|
|Promoto, Inc||Customer Success||USA|
|Segment.io, Inc||Product Analytics||USA|
|Mixpanel, Inc||Product Analytics||USA|
|Chargebee, Inc||Subscription Management||USA|
|LeadIQ, Inc||Lead Management||USA|
|Outreach, Inc||Business Development||USA|
|Revue Holding B.V.||Newsletter||The Netherlands|