2. LEGALLY BINDING AGREEMENT
The Data is not targeted to, and should not be used by, persons under the age of 18 BY ACCESSING THE DATA, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD, ARE LEGALLY QUALIFIED TO ENTER INTO AND FORM CONTRACTS UNDER APPLICABLE LAW, and are not barred from using the Data under the laws of any applicable jurisdiction.
5. OBLIGATIONS FOR USE OF DATA; MEMBER REGISTRATION
By using the Data, whether you do so as a registered member (“Registered Member”) or as a non-registered searcher ( “Non-Member”) of the Website, you , you certify, represent and warrant that the information you provide on the Website and in connection with your use of the Data is true, accurate, complete, current, and that it belongs to you. You shall keep your information complete and up-to-date at all times.
For Registered Members, failure to maintain your registration information may cause your right to use the Data to be interrupted, suspended, or terminated. You are solely responsible for monitoring your account, maintaining the confidentiality of any user names and passwords associated with any account (including your Member Account) you use to access the Website or use the Data. You agree that you shall be responsible to SalesMaple for all activities that occur under your Member Account, including changing your Member account password periodically, and notifying SalesMaple immediately of any unauthorized use or breach of security of your Member Account, including a breach of your password or any other unauthorized use of your user identity or your Member Account.
6. CONTENT OF THE WEBSITE AND DATA.
You agree that (i) some or all of the Data, and (ii) any advertisement or other sponsored content that you may have access to as a part of or through your access of the Website or use of the Data, may be owned by third parties and as such is the sole responsibility of such third party from which such content originated. All such third party information is referred to below as the “Third Party Content”.
7. INTELLECTUAL PROPERTY
The Data, including any Third party Content and all other materials and information located on the Website, including without limitation any SalesMaple names and logos (the “SalesMaple Marks”), designs, text, graphics, and other files, and the selection, arrangement and organization thereof, are the intellectual property of SalesMaple and such Third Party Content owner, who may or may not be a licensor of SalesMaple, or other persons or entities who may own a part or portion of such materials or information (together hereinafter referred to as the “Content”). Except as explicitly provided, neither your right to use the Data nor this Agreement grant you any right, title or interest in or the Content. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on the Content (either in whole or in part) unless you have been specifically told that you may do so by SalesMaple or by the owners of that Content, in a separate agreement. The SalesMaple Marks are trademarks or registered trademarks of SalesMaple. Other trademarks, service marks, graphics, logos and domain names appearing on the Website may be the trademarks of third parties. The Website is Copyright © 2015, SalesMaple, Inc., ALL RIGHTS RESERVED.
As SalesMaple asks others to respect its intellectual property rights, SalesMaple respects the intellectual property rights of others. You agree that you shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices), which may be affixed to or part of the Data.
Likewise, if you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated (“Violations”), you must provide SalesMaple with all of the following information:
A physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
Identification of the material that is claimed to be infringed or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit SalesMaple to locate the material;
Information reasonably sufficient to permit SalesMaple to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted;
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to
SalesMaple’s designated agent at:
2028 E Ben White Blvd. #240-5500
Austin, TX 78741
SalesMaple’s sole remedy for such Violation shall be to delete, edit or disable such materials, information or Content from its Website or Data. As such, SalesMaple disclaims any and all liabilities or responsibilities or any damages, which may arise as a result of any such Violation.
8. CODE OF CONDUCT
This section sets forth the SalesMaple Code of Conduct (the “Code”). All Members and Website Visitors must fully comply with this Code at all times. You certify, represent and warrant that you will not violate this Code.
a. Restrictions on Inputting Information.
You shall not enter illegal or improper information into the Website or as a part of the Data, including, without limitation, the following:
Information that you do not have the necessary rights and/or licenses to enter;
Information that is false, inaccurate, incorrect, incomplete, inexact, outdated or otherwise wrong;
Information subject to confidentiality, non-disclosure, non-competition, trade secret or proprietary rights, limitations or restrictions;
Information that infringes the copyrights or intellectual property rights of others;
Information that is personal or non-business related, including, home addresses, Social Security numbers and credit card numbers;
Mobile or cellular telephone numbers;
Information that is sexually explicit, profane, pornographic, immoral, obscene, vulgar, offensive, inflammatory, violent, dangerous, harmful, threatening, abusive, harassing, hateful, discriminatory or racially, ethnically or otherwise objectionable, or which may solicit information from anyone under the age of 18;
Information that is defamatory, libelous, fraudulent, knowingly incorrect, or invasive of privacy or publicity rights of others;
Information that advocates or encourages conduct that could constitute a criminal offense;
Information that is actionable or may subject SalesMaple to legal action or liability of any kind;
Information that violates any applicable local, state, national or international law, regulation, or convention; or
Information that violates any provision of this Use Policy or the Additional Terms.
b. Use of the Data.
SalesMaple has no actual control over your use of the Data outside the Website. You shall not use the Data for any purposes or in any manner that is illegal or improper, including, without limitation, the following:
For any purpose, activity or in any manner that is criminal, illegal or actionable;
In violation of any local, state, national or international laws, regulations or conventions;
For unethical activities;
In connection with any individual credit, employment, or insurance decision;
For sale, re-sale, sub-license, commercial use, or redistribution of any kind, without SalesMaple’s express, prior consent.
c. Acts against SalesMaple or the Website.
You shall not attempt to or engage in potentially harmful acts that are directed against SalesMaple or the in connection with your use of the Data including, without limitation, the following:
Using the Data or Website in contravention of any other agreement to which you are a party, including without limitation any employment agreement to which you may be a party;
Causing, allowing or assisting any other person to use your account or impersonate you;
Sharing your password or login with any other person;
Logging onto a server or account that you are not authorized to access;
Forging names, manipulating identifiers, or otherwise impersonating any other person or misrepresenting your identity or affiliation with any person or entity;
Emulating or faking usage of the Data or the Website;
Violating or attempting to violate any security features of the Data or Website;
Using manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any portion of the Data or pages contained in the Website;
Falsely stating or otherwise misrepresenting your affiliation with any person or entity;
Introducing viruses, worms, software, Trojan horses or other similar harmful code into the Data or Website;
Interfering or attempting to interfere with the use of the Data or the Website by any other user, host or network, including, without limitation by means of submitting a virus, overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Website;
Tampering with the operation, functionality or the security of the Data or the Website;
Attempting to override or circumvent any security or usage rules embedded into the Data or Website that permit digital materials to be protected;
Attempting to probe, scan, or test the vulnerability of the Data through the Website, or any associated system or network, or breach any security or authentication measures;
Misusing, tricking, disrupting or otherwise interfering with the functioning of the Data or Website;
Harvesting or collecting email addresses or other contact information of other users of the Data from the Website by electronic or other means;
Reverse engineering, decompiling, disassembling, deciphering or otherwise attempting to derive the source code for any underlying intellectual property which is included in the Data or provided on the Website;
Engaging in “framing,” “mirroring,” or otherwise simulating the appearance or function of the Data or the Website;
Uploading, posting, transmitting, sharing, storing or otherwise making available any content that SalesMaple deems to be harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful, or racially, ethnically or otherwise objectionable; and
Without SalesMaple’s prior, express consent, advertising or selling any products, services or otherwise (whether or not for profit), or soliciting others or using the Data or the Website for commercial purposes of any kind.
d. Suspected Misuse and Penalties.
SalesMaple may monitor the Data and the Website for misuse of the Code. SalesMaple shall be the sole and final arbiter of suspected Code violations, misuse and penalty. For suspected violations, and without limiting any of its other remedies, SalesMaple reserves the right to immediately and without notice:
Delete or modify content;
Suspend your account;
Terminate your account;
Identify you to third parties;
Take any legal action available to SalesMaple.
SalesMaple intends to cooperate fully with any law enforcement officials or agencies in the investigation of any violation of this Agreement or of any applicable laws. SalesMaple reserves the right to seek civil, criminal or injunctive relief, at its sole discretion and without obligation, to enforce this Code.
9. DISCLAIMERS; LIMITATION OF LIABILITY
A. NO WARRANTIES
ALTHOUGH SALESMAPLE TAKES REASONABLE MEASURES TO KEEP THE DATA AND THE WEBSITE ERROR-FREE AND SAFE, YOU ACCESS THEM AT YOUR OWN RISK. SALESMAPLE, ON BEHALF OF ITSELF AND ITS LICENSORS AND SUPPLIERS, HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE DATA AND THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. THE DATA AND THE WEBSITE ARE PROVIDED “AS IS” AND “AS AVAILABLE.” NEITHER SALESMAPLE NOR ITS LICENSORS OR SUPPLIERS WARRANT THAT THE DATA OR THE WEBSITE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE DATA OR THE WEBSITE WILL BE UNINTERRUPTED, ERROR-FREE, SAFE OR SECURE. NO ADVICE, INFORMATION, WHETHER ORAL OR WRITTEN (INCLUDING THE DATA) OBTAINED BY YOU FROM SALESMAPLE DIRECTLY OR THROUGH ITS WEBSITE SHALL CREATE ANY WARRANTY, WHETHER EXPRESS OR IMPLIED.
B. YOUR RESPONSIBILITY FOR DAMAGE
YOU AGREE THAT YOUR USE OF DATA AND THE WEBSITE IS AT YOUR SOLE RISK. YOU WILL NOT HOLD SALESMAPLE OR ITS LICENSORS OR SUPPLIERS, AS APPLICABLE, RESPONSIBLE FOR ANY DAMAGE OR LOSS THAT RESULTS FROM YOUR USE OF THE DATA OR THE WEBSITE, INCLUDING WITHOUT LIMITATION ANY DAMAGE TO ANY OF YOUR COMPUTERS OR DATA, INCLUDING ANY LOSS OF DATA. THE DATA OR WEBSITE MAY CONTAIN BUGS, ERRORS, PROBLEMS OR OTHER LIMITATIONS.
C. LIMITATION OF LIABILITY
YOU AGREE THAT NEITHER SALESMAPLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, NOR ITS LICENSORS OR SUPPLIERS, HAVE ANY LIABILITY WHATSOEVER IN CONNECTION WITH YOUR USE OF THE DATA OR THE WEBSITE. SALESMAPLE IS NOT RESPONSIBLE FOR THE ACTIONS OF THIRD-PARTIES (INCLUDING OTHER VISITORS OR MEMBERS), AND YOU RELEASE SALESMAPLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ITS LICENSORS AND SUPPLIERS FROM ANY CLAIMS AND DAMAGES, KNOWN OR UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY SUCH THIRD-PARTIES. IN THIS REGARD, IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
THE LIABILITY OF SALESMAPLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AND ITS LICENSORS AND SUPPLIERS, IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL SALESMAPLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, OR ITS LICENSORS OR SUPPLIERS BE LIABLE FOR
(i) ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA OR CONFIDENTIAL OR OTHER INFORMATION, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY, INCLUDING WITHOUT LIMITATION OF GOOD FAITH OR OF REASONABLE CARE, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES OR OF ANY ADVICE OR NOTICE GIVEN TO SALESMAPLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, OR ITS LICENSORS AND SUPPLIERS) ARISING OUT OF OR RELATING TO YOUR USE OF THE DATA OR THE WEBSITE.
(ii) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING OR THIRD PARTY CONTENT, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY THIRD PARTY WHOSE ADVERTISING OR CONTENT APPEARS IN THE DATA OR ON THE WEBSITE;
(iii) ANY CHANGES THAT SALESMAPLE MAY MAKE TO THE DATA OR THE WEBSITE, INCLUDING, WITHOUT LIMITATION, ANY PERMANENT OR TEMPORARY CESSATION OF THE PROVISION OF THE DATA OR ANY PORTION THEREOF OR ANY TEMPORARY OR PERMANENT DISABLING OF THE WEBSITE;
(iv) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE THE DATA OR ANY OTHER CONTENT MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE DATA OR THE WEBSITE;
(v) YOUR FAILURE TO PROVIDE SALESMAPLE WITH ACCOUNT INFORMATION; OR
(vi) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL
THE LIMITATION SET FORTH IN THIS SECTION 9(C) SHALL APPLY REGARDLESS OF WHETHER THE DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT, OR ANY OTHER LEGAL THEORY OR FORM OF ACTION OR WHETHER OR NOT SALESMAPLE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH DAMAGES OR LOSSES. ADDITIONALLY, THE MAXIMUM LIABILITY OF SALESMAPLE, ITS DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS, AND ITS LICENSORS AND SUPPLIERS TO YOU UNDER ALL CIRCUMSTANCES WILL NOT EXCEED THE GREATER OF $200.00 USD OR THE AMOUNT YOU HAVE PAID US IN THE LAST 12 MONTHS.
THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS DO NOT IN ANY WAY LIMIT ANY OTHER DISCLAIMER OF WARRANTIES OR ANY OTHER LIMITATIONS OF LIABILITY BETWEEN YOU AND SALESMAPLE OR BETWEEN YOU AND ANY OF SALESMAPLE’S DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS OR SUPPLIERS. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE DISCLAIMERS, WAIVERS AND LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. UNLESS LIMITED OR MODIFIED BY APPLICABLE LAW, THE FOREGOING DISCLAIMERS, WAIVERS AND LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE WEBSITE, SERVICES, OR OTHERWISE SHALL ALTER ANY OF THE DISCLAIMERS OR LIMITATIONS STATED IN THIS SECTION.
You agree to indemnify and hold SalesMaple, its directors, officers, employees and agents, and its suppliers, licensors, and service providers, harmless from and against any loss, liability, claim, demand, damages (including, without limitation, any damages that result from harm or injury to persons or property, whether physical or otherwise), costs and expenses (including reasonable attorneys' fees (collectively, “Claims”), arising out of or in connection with: (1) your use of the Data or the Website; (2) any violation of this Use Policy (including, without limitation, the Code ) or the Additional Terms, including any violation to the such Terms as they may be modified, updated or changed by SalesMaple from time to time as referenced herein; (3) your violation of any law or the rights of any third party, which shall include, without limitation, your use of the Data or the Website to cause harm or injury to any person or property or (4) any actual or alleged acts or omission by you. SalesMaple will have the right, but not the obligation, to participate through counsel of its choice in any defense by you of any Claims as to which you are required to defend, indemnify, or hard harmless SalesMaple. You may not settle any Claims without the prior written consent of the concerned SalesMaple person or persons.
11. THIRD-PARTY WEBSITES
(i) You acknowledge and agree that SalesMaple may stop providing the Data or any portion thereof to you at SalesMaple’s sole discretion, without prior notice to you. .
(ii) Notwithstanding the above, You may cease use of the Data at any time, for any or no reason at all, by providing SalesMaple written notice of your intent to do so (SalesMaple Inc., Attn: Legal Department, 2028 E Ben White Blvd. #240-5500 Austin, TX 78741); provided that you understand that the terms and conditions of this Use Policy and any Additional Terms shall survive as expressed herein or as express in such Additional Terms.
(iii) Without altering any other provision of this Use Policy, SalesMaple may terminate this Use Policy without notice or liability. SalesMaple may also deny, suspend, cancel, or terminate your use of the Data or the Website, including without limitation, for breach or suspected breach of this Use Policy (or any Additional Terms) or of any applicable law or regulation.
Effect of Termination; Survival
If this Use Policy terminates for any reason, you will no longer be authorized to use the Data. All provisions of this Use Policy which by their nature shall be construed to continue after termination of this Agreement, including specifically, Sections 6-12 and Sections 14-16, and (i) any obligations or responsibilities which you may have; and (ii) any rights or obligations which SalesMaple may have in connection with such surviving terms and conditions shall survive such termination.
EXCEPT AS MAY OTHERWISE BE PROVIDED BELOW OR IN A SIGNED AGREEMENT BETWEEN YOU AND SALESMAPLE, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS USE POLICY OR YOUR USE OF THE DATE OR THE WEBSITE SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either of you or SalesMaple has in any manner infringed upon or violated or threatened to infringe upon or violate the other party's patent, copyright, trademark or trade secret rights, or you have otherwise violated the Code set forth above, then you and SalesMaple acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions you enter into with a third party through the Website may be arbitrated.
Arbitration under this Use Policy shall be conducted by the American Arbitration Association (the “AAA”) under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes (the “AAA Consumer Rules”) (collectively the “AAA Rules”). The location of the arbitration shall be in Austin, Texas, and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction.
14. GOVERNING LAW
This Use Policy, including without limitation its construction and enforcement, shall be treated as though it were executed and performed in Austin, Texas, and shall be governed by and construed in accordance with the laws of the State of Texas without regard to its conflict of law principles.
To the extent arbitration is not required under this Use Policy, THE PROPER VENUE FOR ANY JUDICIAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE WEBSITE OR SERVICES WILL BE THE STATE AND FEDERAL COURTS IN AUSTIN, TEXAS. IN CONNECTION WITH THIS SECTION, THE PARTIES HEREBY STIPULATE TO, AND AGREE TO WAIVE ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS, AND FURTHER EXPRESSLY SUBMIT TO EXTRATERRITORIAL SERVICE OF PROCESS.
To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM ARISING OUT OF OR RELATING TO THIS USE POLICY OR THE DATA OR WEBSITE SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER VISITORS, NON-MEMBERS OR MEMBERS OF THE WEBSITE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by you related in any way to this Use Policy, the Data or, the Website be instituted more than one (1) year after the cause of action arose.
SalesMaple’s failure to exercise or enforce any right or provision of this Use Policy shall not constitute a waiver of such right or provision.
If any provision of this Use Policy shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from the Use Policy and shall not affect the validity and enforceability of any remaining provisions.
Neither the course of conduct and/or course of dealing between the parties nor trade practice shall act to modify any provision of this Use Policy.
SalesMaple may assign its rights and duties under this Use Policy to any party at any time without notice to you. Your rights and duties under this Use Policy are not assignable by you without written consent of SalesMaple.
Headings are used for convenience only and are not to be used for meaning or intent.
This Use Policy, along with any other signed writing between you and SalesMaple regarding use of the Data or any other services provided by SalesMaple directly or via the Website, constitutes the entire understanding between you and SalesMaple and supersedes any prior or contemporaneous communications or provisions on the subject matter.
SalesMaple values your enthusiasm of its Data and Website. If you have any questions, comments, suggestions, or concerns, or if you would like to provide any notice under this Use Policy, please contact us via certified mail at:
Attn: Legal Department
2028 E Ben White Blvd. #240-5500
Austin, TX 78741