Terms & Conditions
THIS AGREEMENT GOVERNS YOUR ACQUISITION AND USE OF OUR SERVICES.
IF YOU REGISTER FOR A FREE TRIAL FOR OUR SERVICES, THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL.
BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE OR BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY USING THE SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
You may not access the Services if You are Our direct competitor, except with Our prior written consent. In addition, You may not access the Services for purposes of monitoring their availability, performance or functionality, or for any other benchmarking or competitive purposes.
This Agreement was last updated on May 17, 2017. It is effective between You and Us as of the date of You accepting this Agreement.
Table of Contents
- Definitions
- Free Trial
- Our Responsibilities
- Use of the Services
- Third-Party Providers and Offerings
- Fees and Payment for Purchased Services
- Proprietary Rights and Licenses
- Confidentiality
- Representations, Warranties, Exclusive Remedies and Disclaimers
- Mutual Indemnification
- Limitation of Liability
- Term and Termination
- Who You Are Contracting With, Notices, Governing Law and Jurisdiction
- General Provisions
1. DEFINITIONS
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
"Agreement" means this Master Subscription Agreement.
"Beta Services" means Our services that are not generally available to customers.
"Malicious Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
"Order Form" means an ordering document specifying the Services to be provided hereunder that is entered into between You and Us, including any addenda and supplements thereto.
"PII" means information that can be used on its own or with other information to identify, contact, or locate a single person, or to identify an individual in context.
"Purchased Services" means Services that You or Your Affiliate purchase under an Order Form, as distinguished from those provided pursuant to a free trial.
"Services" means the Sellscope web services that are ordered by You under a free trial or an Order Form and made available online by Us. "Services" exclude Third-Party Applications.
"User" means an individual who is authorized by You to use a Service, for whom You have ordered the Service, and to whom You (or We at Your request) have supplied a user identification and password.
"We," "Us" or "Our" means the Sellscope entity described in Section 13.
"You" or "Your" means the company or other legal entity for which you are accepting this Agreement, and Affiliates of that company or entity.
"Your Data" means electronic data and information submitted by or for You to the Purchased Services or collected and processed by or for You using the Purchased Services.
2. FREE TRIAL
If You register on our website for a free trial, We will make one or more Services available to You on a trial basis free of charge until the earlier of (a) the end of the free trial period for which you registered to use the applicable Service(s), or (b) the start date of any Purchased Service subscriptions ordered by You for such Service(s).
ANY DATA YOU ENTER INTO THE SERVICES, AND ANY CUSTOMIZATIONS MADE TO THE SERVICES BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION TO THE SAME SERVICES AS THOSE COVERED BY THE TRIAL, PURCHASE UPGRADED SERVICES, OR EXPORT SUCH DATA, BEFORE THE END OF THE TRIAL PERIOD.
NOTWITHSTANDING SECTION 9 (REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS), DURING THE FREE TRIAL THE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY.
3. OUR RESPONSIBILITIES
3.1. Provision of Purchased Services. We will (a) make the Purchased Services available to You pursuant to this Agreement and the applicable Order Forms, (b) provide Our standard support for the Purchased Services to You at no additional charge, and (c) use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for any unavailability caused by circumstances beyond Our reasonable control.
3.2. Protection of Your Data. We will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Your Data.
3.3. Our Personnel. We will be responsible for the performance of Our personnel (including Our employees and contractors) and their compliance with Our obligations under this Agreement.
3.4. Beta Services. From time to time, We may invite You to try Beta Services. You may accept or decline any such trial in Your sole discretion. Beta Services are for evaluation purposes and not for production use, are not considered "Services" under this Agreement, are not supported, and may be subject to additional terms.
4. USE OF SERVICES
4.1. Subscriptions. Unless otherwise provided in the applicable Order Form, (a) Services are purchased as subscriptions, (b) subscriptions may be added during a subscription term at the same pricing as the underlying subscription pricing, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions.
4.2. Usage Limits. Services are subject to usage limits, including the quantities specified in Order Forms.
4.3. Your Responsibilities. You will (a) be responsible for Users' compliance with this Agreement, (b) be responsible for the accuracy, quality and legality of Your Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of Services, (d) use Services only in accordance with applicable laws, and (e) comply with terms of service of Third-Party Applications with which You use Services.
4.4. Usage Restrictions. You will not make any Service available to anyone other than You or Users, sell, resell, or sublicense any Service, use a Service to store or transmit unlawful material or Malicious Code, interfere with the integrity or performance of any Service, or reverse engineer any Service.
5. THIRD-PARTY PROVIDERS AND OFFERINGS
5.1. The Services may contain optional features designed to interoperate with products, services or information provided by third parties ("Third-Party Offerings"). We do not warrant or support Third-Party Offerings.
6. FEES AND PAYMENT FOR PURCHASED SERVICES
6.1. Fees. You will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
6.2. Invoicing and Payment. You will provide Us with valid and updated credit card information, or with a valid purchase order or alternative document reasonably acceptable to Us.
6.3. Suspension of Service. If any amount owing by You is 60 or more days overdue, We may suspend Our services to You until such amounts are paid in full.
6.4. Payment Disputes. We will not exercise Our rights under 6.3 if You are disputing the applicable charges reasonably and in good faith.
6.5. Taxes. Our fees do not include any taxes, levies, duties or similar governmental assessments. You are responsible for paying all Taxes associated with Your purchases.
7. PROPRIETARY RIGHTS AND LICENSES
7.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We and Our licensors reserve all right, title and interest in and to the Services.
7.2. License by You to Host Your Data. You grant Us a worldwide, limited-term license to host, copy, transmit and display Your Data as necessary for Us to provide the Services.
7.3. License by You to Use Feedback. You grant to Us a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Services any feedback provided by You or Users.
8. CONFIDENTIALITY
8.1. Definition of Confidential Information. "Confidential Information" means all information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.
8.2. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect its own confidential information (but not less than reasonable care).
8.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information to the extent compelled by law, provided the Receiving Party gives the Disclosing Party prior notice.
9. REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS
9.1. Each party represents that it has validly entered into this Agreement and has the legal power to do so.
9.2. We warrant that We will not materially decrease the overall security or functionality of the Purchased Services during a subscription term.
9.3. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
10. MUTUAL INDEMNIFICATION
10.1. We will defend You against any claim that the use of a Purchased Service infringes or misappropriates a third party's intellectual property rights.
10.2. You will defend Us against any claim that Your Data or Your use of any Service in breach of this Agreement infringes or misappropriates a third party's intellectual property rights or violates applicable law.
11. LIMITATION OF LIABILITY
11.1. NEITHER PARTY'S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT WILL EXCEED THE AMOUNT PAID BY CUSTOMER IN THE 12 MONTHS PRECEDING THE INCIDENT.
11.2. IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES.
12. TERM AND TERMINATION
12.1. This Agreement commences on the date You first accept it and continues until all subscriptions have expired or been terminated.
12.3. A party may terminate this Agreement for cause upon 30 days written notice of a material breach if such breach remains uncured.
12.4. If this Agreement is terminated by You in accordance with Section 12.3, We will refund any prepaid fees covering the remainder of the term.
13. WHO YOU ARE CONTRACTING WITH, NOTICES, GOVERNING LAW AND JURISDICTION
13.1. You are contracting with Sellscope. Notices should be directed to Sellscope, Herengracht 551, 1017BW Amsterdam, The Netherlands.
13.2. All notices shall be in writing and deemed given upon personal delivery, the second business day after mailing, or the first business day after sending by email.
13.3. Each party agrees to the governing law of the Netherlands without regard to choice or conflicts of law rules, and to the exclusive jurisdiction and courts of Amsterdam.
14. GENERAL PROVISIONS
14.1. Export Compliance. The Services may be subject to export laws and regulations.
14.2. Anti-Corruption. You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents.
14.3. Entire Agreement. This Agreement is the entire agreement between You and Us regarding Your use of Services and supersedes all prior agreements.
14.4. Assignment. Neither party may assign any of its rights or obligations without the other party's prior written consent.
14.5. Relationship of the Parties. The parties are independent contractors.
14.6. No Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.
14.7. Waiver. No failure or delay by either party in exercising any right will constitute a waiver of that right.
14.8. Severability. If any provision is held to be contrary to law, the remaining provisions will remain in effect.