Terms of Service
Publication date: August 26, 2021
Effective date: September 1, 2021
This Terms of Service (“Terms”) is a legally binding agreement, which has been
incorporated into the Service Agreement (the “Agreement”) between SalesVu, LLC, or any
of its permitted successors or assignees (“SalesVu”, “We”, or “Our”), and the person stated
in the Agreement (“Subscriber”, “You”, or “Your”) or any of its permitted successors or
assignees. By using or accessing the Service (as defined below), you agree to be bound by
When used in these Terms with the initial letters capitalized, in addition to terms defined
elsewhere in these Terms, the following terms have the following meanings. Any terms with
initial letters capitalized that are not defined in these Terms shall have their meaning
ascribed to them in the Agreement.
means all SalesVu accounts or instances created by or on behalf of Subscriber
or its Agents within the Service.
means an individual authorized to use the Service through Your Account as an
agent and/or administrator as identified through a unique login.
Applicable Data Protection Law:
means all federal, state, and local laws, statutes,
ordinances, rules, and regulations of any applicable jurisdiction relating to data privacy and
means the laws and any other instruments having the force of law in the
United States of America as they may be issued and in force from time to time.
means the application programming interfaces developed and enabled by SalesVu
that permit Subscriber to access certain functionality provided by the Service, including
without limitation, the SalesVu REST API that enables the interaction with a SalesVu
instance through HTTPS requests and the SalesVu application development API that
enables the integration of a SalesVu instance with other web applications.
means all information disclosed by or on behalf of You to
SalesVu or by SalesVu to You which is in tangible form and labeled “confidential” (or with a
similar legend) or which a reasonable person would understand to be confidential given the
nature of the information and circumstances of disclosure. For purposes of these Terms,
Your Data and all Personal Information disclosed by or on behalf of you shall be deemed
Confidential Information. Notwithstanding the foregoing, Confidential Information shall not
include information that (a) was already known to the receiving party at the time of
disclosure by the disclosing party without obligation of confidentiality; (b) was or is obtained
by the receiving party from a third-party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally
available to the public other than by violation of these Terms; or (d) was or is independently
developed by the receiving party without use of the disclosing party’s Confidential
Information, as evidenced by the disclosing party’s written records.
means any written or electronic documentation, images, video, text or
sounds specifying the functionalities of the Service provided or made available by SalesVu
to You, Agents or End-Users through the Site or otherwise.
means any person or entity other than Subscriber or Agents with whom
Subscriber or its Agents interact using the Service.
means the SalesVu Services Agreement and any other SalesVu generated service
order form executed by You with respect to Your subscription to the Service, which form
may detail, among other things, the number of Agents authorized to use the Service under
Your subscription to the Service and the Service Plan applicable to Your subscription to the
means either the invoices provided in the Account, or the invoices sent by SalesVu
to You via email as agreed to by the parties.
means third-party products, applications, services, software, products,
networks, systems, directories, websites, databases, and information which the Service
links to, or which You may connect to or enable in conjunction with the Service, including,
without limitation, certain Other Services which may be integrated directly into Your SalesVu
means any information that (a) identifies an individual or relates to
an identifiable individual; or (b) as otherwise may be defined by Applicable Data Protection
Process or Processing:
means the collection, recording, organization, structuring,
adaptation or alteration, retrieval, consultation, access, disclosure, transfer, storage,
deletion, combination, destruction, disposal, or other use of information.
means Affiliates, contractors, subcontractors, third-party service
providers, or agents.
means the Software, any of the APIs, and any Documentation. Any new or
modified features added to or augmenting the Service or updates or enhancements to the
”) are also subject to these Terms, and we reserve the right to deploy
Updates at any time.
means the service plan and the functionality and services associated
therewith (as detailed on the Site) for which You subscribe with respect to each Agent.
and all other websites owned or operated by SalesVu or itssubsidiaries and used to deliver the Service.
means all the SalesVu iOS and Android apps, cloud-based management portal,
and any other software provided by SalesVu (either by download or access through the
internet) that allows an Agent or End User to use any functionality in connection with the
means the period during which You have agreed to subscribe to the
Service with respect to any individual Agent.
means all electronic data, text, messages or other materials or information
submitted to the Service by You, Agents and End-Users in connection with Your use of the
Service, including, without limitation, information relating to inventory, Transaction IDs,
ticket numbers, ticket amounts, items purchased, currency, authorization numbers, End
User names, End User email addresses, phone numbers, gift card balances, last four digits
of an End User’s credit card number, and brand name of credit card used by End Users.
2. GENERAL CONDITIONS; ACCESS TO AND USE OF THE SERVICE
2.1 During the Subscription Term and subject to compliance by You, Agents and End Users
with these Terms, You have the right to access and use the Service and related
Documentation consistent with the Service Plan You subscribe to for Your internal business
2.2 A high-speed Internet connection is required for proper transmission of the Service.
You are responsible for procuring and maintaining the network connections that connect
Your network to the Service, including, but not limited to, “browser” software that supports
protocols used by SalesVu, including Secure Socket Layer (SSL) protocol or other protocols
accepted by SalesVu, and to follow procedures for accessing services that support such
protocols. We are not responsible for notifying You, Agents or End Users of any upgrades,
fixes, or enhancements to any such software or for any compromise of data, including Your
Data, transmitted across computer networks or telecommunications facilities (including but
not limited to the Internet) which are not owned, operated, or controlled by SalesVu. We
assume no responsibility for the reliability or performance of any connections as described
in this Section.
2.3 You agree not to knowingly (a) license, sublicense, sell, resell, rent, lease, transfer,
assign (except as permitted under these Terms), distribute, time share or otherwise
commercially exploit or make the Service available to any third-party, other than authorized
Agents and End Users in furtherance of Your internal business purposes as expressly
permitted by these Terms; (b) use the Service to process data on behalf of any third-party
other than Agents or End Users; (c) modify, adapt, or hack the Service or otherwise attempt
to gain unauthorized access to the Service or related systems or networks; (d) falsely imply
any sponsorship or association with SalesVu, (e) use the Service in any manner that is in violation of Applicable Law or, if applicable, the laws of the jurisdiction where you reside or
where you conduct business, including but not limited to violation of any person’s privacy
rights; (f) use the Service to send unsolicited or unauthorized junk mail, spam, pyramid
schemes or other forms of duplicative or unsolicited messages; (g) use the Service to store
or transmit files, materials, data, text, audio, video, images or other content that infringes on
any person’s intellectual property rights; (h) use the Service in any manner that interferes
with or disrupts the integrity or performance of the Service and its components; (i) attempt
to decipher, decompile, reverse engineer or otherwise discover the source code of any
software making up the Service; (j) use the Service to knowingly post, transmit, upload, link
to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or
discriminatory; (k) use the Service to store or transmit any “protected health information” as
that term is defined in 45 C.F.R. 160.103, unless otherwise permitted by Applicable Law; (l)
use the Service to knowingly post transmit, upload, link to, send or store any viruses,
malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious
Software”); or (m) try to use, or use the Service in material violation of these Terms.
2.4 You are responsible for compliance with the provisions of these Terms by Agents and
End Users and, except to the extent caused by SalesVu’s acts or omissions, for any and all
activities undertaken by You, your Agents or Your End Users under Your Account, as well
as for all Your Data. Without limiting the foregoing, You are solely responsible for ensuring
that Your use of the Service to store and transmit Your Data is compliant with all Applicable
Laws and regulations. You also maintain all responsibility for determining whether the
Service or the information generated thereby is accurate or sufficient for Your purposes.
Subject to any limitation on the number of individual Agents available under the Service
Plan for which You subscribed, access to and use of the Service is restricted to the
specified number of individual Agents permitted under Your subscription to the Service.
You agree and acknowledge that each Agent will be identified by a unique username and
password (“Login”) and that an Agent Login may only be used by one (1) individual. You
will not share an Agent Login among multiple individuals. You and Your Agents are
responsible for maintaining the confidentiality of all Login information for Your Account.
2.5 Notwithstanding anything contained in these Terms to the contrary, SalesVu reserves
the right, in SalesVu’s reasonable discretion, to temporarily suspend Your access to and
use of the Service: (a) during planned downtime for upgrades and maintenance to the
Service (“Planned Downtime”); (b) during any unavailability caused by circumstances
beyond Our reasonable control, such as, but not limited to, acts of God, acts of government,
acts of terror or civil unrest, or technical failures not originating from or caused by, either
directly or indirectly, our Service, (including, without limitation, Your inability to access the
Internet); or (c) if We reasonably suspect or detect any Malicious Software connected to
Your Account or use of the Service by You, Agents or End Users. We will schedule
Planned Downtime for weekends (Pacific time zone) and/or other off-peak hours to the
3. DATA PRIVACY AND SECURITY; PROCESSES AND CONFIDENTIALITY
3.1 Subject to the express permissions of these Terms, You and SalesVu will protect each
other's Confidential Information from unauthorized use, access, or disclosure in the same
manner as each protects its own Confidential Information, but with no less than reasonable
care. Except as otherwise expressly permitted pursuant to these Terms, each of us may
use each other's Confidential Information solely to exercise our respective rights and
perform our respective obligations under these Terms and shall disclose such Confidential
Information solely to those of our respective employees and Representatives who have a
need to know such Confidential Information for such purposes and who are bound to
maintain the confidentiality of, and not misuse, such Confidential Information.
3.2 SalesVu will ensure its software is developed in accordance with these Terms including
separation of development and production environments, code reviews, and quality
3.3 You agree that SalesVu and the Representatives We use to assist in providing the
Service to You shall have the right to access Your Account and to use, modify, reproduce,
distribute, display, and disclose Your Data solely to the extent necessary to provide the
Service, including, without limitation, in response to Your support requests.
3.4 Upon Your written request, and after any Confidential Information is no longer needed
by SalesVu to fulfill its obligations under these Terms, SalesVu shall have its
Representatives promptly and securely destroy all Confidential Information in within its
possession and control.
3.5 SalesVu shall notify You via the telephone or email (as may be updated by You from
time to time) of: (a) any access, possession, use or disclosure of Your Confidential
Information, or attempt thereof, not expressly permitted by the Agreement; (b) any breach or
compromise of Your Confidential Information, by SalesVu's or networks that directly support
Your Confidential Information (each of the foregoing, a "Data Security Breach") for which
we have become aware.
3.6 SalesVu may access or disclose information about You, Your Account, Agents or End
Users, including Your Data, in order to (a) comply with Applicable Law or valid subpoena or
court order, provided that SalesVu shall provide You with prior written notice of such
disclosure and shall provide reasonable assistance to You, if you wish to contest the
disclosure; (b) reasonably protect SalesVu's or its customers' or partners' rights or property,
including enforcement of these Terms or other policies associated with the Service; and (c)
act on a good faith belief that such disclosure is necessary to protect personal safety or
avoid violation of Applicable Law or regulation.
3.7 As part of the Services, SalesVu will receive Personal Information from or on behalf of
Subscriber, such as customer names, email addresses and gift card balances. With respect
to Personal Information provided by You, or otherwise Processed by SalesVu on Your
behalf, SalesVu shall make reasonable efforts to help safeguard that any person engaging
in Processing Personal Information on its behalf, shall:
a. Process Personal Information only to deliver services as instructed and permitted by
You, in compliance with Applicable Data Protection Law, and not Process Personal
Information for any other purpose, unless You have provided Your prior written agreement;
b. Not disclose or transfer Personal Information to, or allow access by any third-party
(including Affiliates and subcontractors) without Your express prior written agreement, or, in
case of Other Services such as SalesVu’s integration partners, without you entering into an
separate agreement with them, except where such disclosure, transfer or access is
mandated by Applicable Data Protection Law (subject to SalesVu providing You with prompt
written notice of such requirement to transfer or disclose, unless such notice is prohibited by
Applicable Data Protection Law). You hereby give express authorization for SalesVu to
share Personal Information with the credit card processing company you have chosen to
integrate with the Account (the “Credit Card Processor”)", as required to facilitate credit card
transactions in connection with the services provided by SalesVu. Notwithstanding the
foregoing, SalesVu represents and warrants that in providing the Software and Services to
You, it does not have access to any End User credit card numbers and that all such
integrations comply with the Payment Application Data Security Standard (PA-DSS). For the
avoidance of doubt, this authorization does not allow SalesVu to share Personal Information
with the Credit Card Processor for any purpose other than for the Credit Card Processor to
process credit card payments in connection with SalesVu’s provision of the Services to You
under these Terms.
c. Ensure that any Personal Information which is inaccurate, or incomplete is erased or
rectified in accordance with Your instructions to the best of our ability;
d. Notify You within forty-eight (48) hours, unless specifically prohibited by Applicable
Law, when We receive: (i) any requests from an individual with respect to Personal
Information Processed, and shall not respond to any such requests unless expressly
authorized to do so by You; (ii) any complaint relating to the Processing of Personal
Information, including allegations that the Processing infringes on an individual’s rights
under Applicable Data Privacy Law; or (iii) any order, demand, warrant, or any other
document purporting to compel the production of Personal Information under Applicable
e. Take any other steps reasonably requested by You to assist You in complying with
any notification, registration, data protection impact assessment or other obligations
applicable to You under Applicable Data Protection Law or in responding to any
investigation by any law enforcement body or regulator if and to the extent such regulation
relates to Confidential Information handled by SalesVu on Your behalf.
SalesVu acknowledges and agrees that its execution of these Terms constitutes its
certification that it understands the restrictions set forth in this Section 3.7 and will comply
with them and all Applicable Data Protection Law.
4. INTELLECTUAL PROPERTY RIGHTS
Each of us shall maintain all rights, title, and interest in and to all our respective patents,
inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other
intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”).
The rights granted to You, Agents and End Users to use the Service under these Terms do
not convey any additional rights in the Service, or in any Intellectual Property Rights
associated therewith. Subject only to limited rights to access and use the Service as
expressly stated herein, all rights, title, and interest in and to the Service and all hardware,
software and other components supplied by SalesVu and used to provide the Service,
including all related intellectual property rights, will remain with and belong exclusively to
SalesVu. SalesVu shall have a royalty-free, worldwide, transferable, sub-licensable,
irrevocable, and perpetual license to incorporate into the Service or otherwise use any
suggestions, enhancement requests, recommendations, or other feedback We receive from
You, Agents or End Users. SalesVu®, and SalesVu’s other product and service names, and
logos used or displayed on the Service are registered or unregistered trademarks of
SalesVu (collectively, “Marks”), and You may only use such Marks to identify You as a
Subscriber; provided You do not attempt, now or in the future, to claim any rights in the
Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or
misrepresent SalesVu, its services or products. As between You and SalesVu, You shall
own all right, title, and interest in and to Your Confidential Information, which includes Your
5. THIRD-PARTY SERVICES
If You decide to enable, access or use Other Services, be advised that Your access and use
of such Other Services is governed solely by the terms and conditions of such Other
Services, and We do not endorse, are not responsible or liable for, and make no
representations as to any aspect of such Other Services, including, without limitation, their
content or the manner in which they handle data (including Your Data) or any interaction
between You and the provider of such Other Services. You irrevocably waive any claim
against SalesVu with respect to such Other Services. SalesVu is not liable for any damage
or loss caused or alleged to be caused by or in connection with Your enablement, access or
use of any such Other Services, or Your reliance on the privacy practices, data security
processes or other policies of such Other Services. You may be required to register for or
log into such Other Services on their respective websites. By enabling any Other Services,
You are expressly permitting SalesVu to disclose Your Login as well as Your Data as
necessary to facilitate the use or enablement of such Other Service.
6. BILLING, PLAN MODIFICATIONS AND PAYMENTS
6.1 Unless otherwise indicated on a Form referencing these Terms and subject to Section
6.2 all charges associated with Your access to and use of the Service (“Subscription
Charges”) are due in full upon commencement of Your Subscription Term. If You fail to pay
Your Subscription Charges or charges for other services indicated on any Form referencing
these Terms of Our written notice to You that payment is due or delinquent, or if You do not
update payment information upon Our request, in addition to Our other remedies, We may
suspend or terminate access to and use of the Service by You, Agents and End Users.
6.2 If You choose to upgrade Your Service Plan or increase the number of authorized
Agents during Your Subscription Term (a “Subscription Upgrade”), any incremental
Subscription Charges associated with such Subscription Upgrade will be prorated over the
remaining period of Your then-current Subscription Term, charged to Your Account and due
and payable upon Your receipt of an Invoice from Us following implementation of such
Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will
reflect any such Subscription Upgrades.
6.3 No refunds or credits for Subscription Charges or other fees or payments will be
provided to You if You elect to downgrade Your Service Plan. Downgrading Your Service
Plan may cause loss of content, features, or capacity of the Service as available to You
under Your Account, and SalesVu does not accept any liability for such loss.
6.4 Unless otherwise stated, Our charges do not include any taxes, levies, duties, or similar
governmental assessments, including value-added, sales, use or withholding taxes
assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You
are responsible for paying Taxes except those assessable against SalesVu based on its
We will Invoice You for such Taxes if We believe We have a legal obligation to do so, and
You agree to pay such Taxes if properly invoiced.
7. CANCELLATION AND TERMINATION
7.1 Either You or SalesVu may elect to terminate Your Account and subscription to the
Service as of the end of your then-current Subscription Term. Unless Your Account and
subscription to the Service is so terminated, Your subscription to the Service will renew for a
Subscription Term equivalent in length to the then expiring Subscription Term.
7.2 No refunds or credits for Subscription Charges or other fees or payments will be
provided to You if You elect to terminate Your subscription to the Service or cancel Your
Account prior to the end of Your then effective Subscription Term. Subject to the provisions
of Section 3.4, following the termination or cancellation of Your subscription to the Service
and/or Account, SalesVu reserves the right to delete all Your Data in the normal course of
operation and Your Data may not be recovered once Your Account is cancelled.
7.3 If You terminate Your subscription to the Service or cancel Your Account prior to the end
of Your then effective Subscription Term or We effect such termination or cancellation
pursuant to Section 2.5(c) or 7.4, in addition to other amounts You may owe SalesVu, You
must immediately pay any then unpaid Subscription Charges associated with the remainder
of such Subscription Term. This amount will not be payable by You in the event You
terminate Your subscription to the Service or cancel Your Account as a result of a material
breach of these Terms by SalesVu, provided that You provide advance notice of such breach to SalesVu and afford SalesVu not less than thirty (30) days to reasonably cure such
7.4 SalesVu reserves the right to suspend or terminate the Service (or any part thereof),
Your Account or Your and/or Agents' or End Users' rights to access and use the Service, if
We reasonably believe that You, Agents or End Users have materially violated these Terms
and have not cured such breach within thirty (30) days of receipt of written notice from
SalesVu, specifying the nature of the violation; provided, however, that any violations of
these Terms done with malicious intent, fraud, or illegal means, as determined solely by
SalesVu, shall not be afforded said cure, unless otherwise stated in writing by SalesVu.
SalesVu shall not be liable to You, Agents, End Users or any other third-party for any such
suspension or discontinuation of Your rights to access and use the Service performed in
accordance with the terms of this Section 7.4.
8. REPRESENTATIONS; DISCLAIMER OF WARRANTIES
8.1 SalesVu represents and warrants that: (i) the Service will conform with the terms set
forth in the Agreement, (ii) the Service will be performed in a competent, professional and
workmanlike manner (ii) Our collection, processing, use, storage and disposal of Your
Confidential Information and Our provision of the Service shall comply at all times with all
Applicable Law and industry standards; (iii) there is no outstanding or threatened order, writ,
injunction, or decree of any court, governmental agency, or arbitration tribunal against Us
which would impact Our ability to provide the Service to You.
8.2 EXCEPT AS SET FORTH IN THESE TERMS, THE SITE AND THE SERVICE,
INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS
IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE
FULLEST EXTENT PERMITTED BY LAW, AND SALESVU EXPRESSLY DISCLAIMS ANY
AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT SALESVU DOES NOT
WARRANT THAT THE SERVICE WILL BE, UNLESS OTHERWISE STATED IN THESE
TERMS, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND NO
INFORMATION OR ADVICE OBTAINED BY YOU FROM SALESVU OR THROUGH THE
SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE
9. LIMITATION OF LIABILITY
9.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED IN THESE TERMS,
SALESVU, ITS AFFILIATES, SUBSIDIARIES, CONTRACTORS, AGENTS, EMPLOYEES,
OFFICERS, MEMBERS, AND MANAGERS WILL NOT BE LIABLE FOR ANY
INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL,
EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME,
LOSS OF DATA, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR
DAMAGES, EVEN IF SALESVU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH DAMAGES WERE REASONABLY FORESEEABLE OR SALESVU
WAS GROSSLY NEGLIGENT. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF
SALESVU AND ITS AFFILIATES, SUBSIDIARIES, CONTRACTORS, AGENTS,
EMPLOYEES, OFFICERS, MEMBERS, AND MANAGERS, REGARDLESS OF THE FORM
OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE
SUBSCRIPTION CHARGES YOU HAVE PAID OR PAYABLE BY YOU UNDER THE
AGREEMENT TO SALESVU FOR THE USE OF THE SITE OR THE SERVICES.
9.2 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability
for incidental or consequential damages, which means that some of the above limitations
may not apply to You. IN THESE JURISDICTIONS, SALESVU'S LIABILITY WILL BE
LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
SUBSCRIBER WILL DEFEND SALESVU, ITS AFFILIATES, SUBSIDIARIES,
CONTRACTORS, AGENTS, EMPLOYEES, OFFICERS, MEMBERS, AND MANAGERS
(COLLECTIVELY, THE “SALESVU PARTIES”) AGAINST ANY LIABILITY, LOSS, CLAIM
AND EXPENSE, INCLUDING REASONABLE ATTORNEY’S FEES, RELATED TO YOUR
VIOLATION OF THESE TERMS OR USE OF THE SITE.
11. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS
11.1 The Agreement and these Terms may not be assigned or otherwise transferred, nor
may any right or obligation hereunder be assigned or transferred, by either party without the
prior written consent of the other party. Notwithstanding the foregoing, either party may,
without consent of the other party, assign the Agreement and these Terms and its rights
and obligations hereunder in whole or in part to an affiliate of such party, or in whole to its
successor in interest in connection with the sale of all or substantially all of its stock or its
assets to which the Agreement and these Terms relate, or in connection with a merger,
acquisition, or similar transaction. The assignor shall be responsible to have its permitted
assignee to assume all assigned obligations of the assignor under the Agreement and these
Terms in writing. The terms and conditions of the Agreement and Terms shall be binding
upon, and shall inure to the benefit of, the parties and their respected successors and
permitted assigns. Any attempted assignment not in accordance with this Section 11.1 shall
be null and void and of no legal effect.
11.2 These Terms, together with the Agreement and any Form(s), constitute the entire
agreement, and supersede any and all prior agreements, whether electronic, oral, or
written, between You and SalesVu with regard to the subject matter hereof, including all
terms of any "clickwrap" or "shrinkwrap" license included in any package, media, or
electronic version of the Software, and any such Software shall be licensed under these
Terms. Notwithstanding the foregoing, You may also be subject to additional terms and
conditions, posted policies, guidelines, or rules that may apply when you use the Site. SalesVu may revise these Terms at any time by updating the Terms and posting it on the
appropriate section of their Website and/or Application, as well as updating You via the
email address You or your Agent provided during your sign-up on SalesVu.com or your then-current email address on file. It is important that You review this Agreement whenever
SalesVu updates them, as well as share any relevant information from these Terms with
your Agents so that they may also adhere to these Terms. Your continued use of the
Services after any changes have been made to the Terms signifies and confirms your
acceptance of any such changes or amendments to the Terms. Either party’s failure to
enforce at any time any provision of these Terms does not constitute a waiver of that
provision or of any other provision of the Terms.
If any provision in these Terms is held by a court of competent jurisdiction to be
unenforceable, such provision shall be modified by the court and interpreted so as to best
accomplish the original provision to the fullest extent permitted by law, and the remaining
provisions of these Terms shall remain in effect.
13. EXPORT COMPLIANCE AND USE RESTRICTIONS
The Service and other Software or components of the Service which SalesVu may provide
or make available to You, Agents or End Users may be subject to U.S. export control and
economic sanctions laws. You agree to comply with all such laws and regulations as they
relate to access to and use of the Service, Software and such other components by You,
Agents and End Users. You shall not access or use the Service if You are located in any
jurisdiction in which the provision of the Service, Software or other components is prohibited
Applicable Laws or regulations (a “Prohibited Jurisdiction”) and You shall not provide
access to the Service to any government, entity or individual located in any Prohibited
Jurisdiction. You represent, warrant and covenant that (i) You are not named on any U.S.
government list of persons or entities prohibited from receiving U.S. exports, or transacting
with any U.S. person, (ii) You are not a national of, or a company registered in, any
Prohibited Jurisdiction, (iii) You shall not permit Agents or End Users to access or use the
Service in violation of any U.S. or other applicable export embargoes, prohibitions or
restrictions, and (iv) You shall comply with all Applicable Laws regarding the transmission of
technical data exported from the United States and the country in which You, Agents and
End Users are located.
14. RELATIONSHIP OF THE PARTIES
The parties are independent contractors. These Terms do not create a partnership,
franchise, joint venture, agency, fiduciary, or employment relationship among the parties.
Neither party will have the authority to obligate or bind the other in any manner, and nothing
herein contained will give rise or is intended to give rise to any rights of any kind to any third
Sections 1, 3, 4, 7 and 9-17 shall survive any termination of our agreement with respect to
use of the Service by You, Agents or End Users. Termination of such agreement shall not
limit Your or SalesVu's liability for obligations accrued as of or prior to such termination or
for any breach of these Terms.
Any legal notice required under these Terms shall be provided to the other party in writing.
SalesVu will send such legal notices to the email address associated with the Subscriber’s
Account. If Subscriber has a legal dispute with SalesVu or if Subscriber becomes subject to
insolvency or other similar legal proceedings, Subscriber will promptly send written notice to [email protected]
17. GOVERNING LAW
These Terms shall be governed by the laws of the State of Texas without regard to conflict
of laws principles. You hereby expressly agree to submit to the exclusive personal
jurisdiction of the federal and state courts of the State of Texas for the purpose of resolving
any dispute relating to the Terms or access to or use of the Service by You, Agents or End