PLEASE READ THESE TERMS OF
SERVICE CAREFULLY. ONCE ACCEPTED, THESE TERMS OF SERVICE, IN COMBINATION WITH
OUR PRIVACY
POLICY, (COLLECTIVELY THE “TERMS”), BECOME A BINDING LEGAL COMMITMENT
BETWEEN YOU (OR THE BUSINESS ENTITY THAT YOU REPRESENT) AND SAASFUSION, INC AND
ITS RESPECTIVE OFFICERS, DIRECTORS, SUCCESSORS AND ASSIGNS (HEREINAFTER
REFERRED TO AS “SAASFUSION,” “WE” OR “US”) AND WILL GOVERN YOUR ACCESS TO AND
USE OF THE PLATFORM AND ALL OTHER INTERACTIONS WITH SAASFUSION RELATED TO THE
PLATFORM.
ONLY THE TERMS IN THIS RIGHT COLUMN ARE LEGALLY BINDING. THE
EXPLANATIONS IN THE COLUMN TO THE LEFT ARE FOR INFORMATIONAL PURPOSES ONLY AND
NON-BINDING.
IF YOU DO NOT AGREE TO THESE TERMS, YOU SHOULD NOT ACCEPT THEM,
CREATE AN ACCOUNT, OR USE THE PLATFORM. IN THE EVENT OF A CONFLICT BETWEEN
THESE TERMS OF SERVICE AND THE ADDITIONAL AGREEMENTS INCORPORATED HEREIN BY
REFERENCE, THESE TERMS OF SERVICE SHALL PREVAIL.
SaaSFusion
reserves the right to make changes to these Terms at any time. All
changes are effective immediately when posted. Your continued use of the
Platform following the posting of any revised Terms constitutes your acceptance
and agreement to the updated Terms.
You
should consult a lawyer for legal advice to ensure your use of the Platform
complies with these Terms and applicable law.
1.1.
Age Restrictions. You must be at least 18 years old to use the Platform. By
accepting these Terms, creating a Platform Account, or using the Platform, you
represent that you are at least 18 years old. You must not create a Customer
account unless you are at least 18 years of age. If you are a parent or legal
guardian permitting a person who is at least 13 years of age but under 18 years
of age (a “Minor”) create a Customer account and/or use the Platform,
you agree to: (i) supervise the Minor’s use of the Platform and their account;
(ii) assume all risks associated with, and liabilities resulting from, the
Minor’s use of the Platform and their Customer account; (iii) ensure that the
content on the Platform is suitable for the Minor; (iv) ensure all information
submitted to us by the Minor is accurate; and (v) provide the consents,
representations and warranties contained in the Terms on the Minor’s behalf.
1.2.
Platform Account Ownership. Your use of the Platform is conditioned on your
provision of complete, current, and accurate information when registering for a
Platform Account. The Platform is intended for business use or in connection
with an individual’s trade, craft, or profession. As the individual who accepts
these Terms, You are the owner of the Platform Account unless You are acting on
behalf of a business entity, in which case, the business entity is the owner of
the Platform Account. If You accept these Terms on behalf of a business entity,
You represent and warrant that you have the authority to bind the business
entity to these terms.
1.3. Intended
Use. You and your customers may use the Platform
only as intended for lawful purposes and in accordance with these Terms. You
agree that You and Your customers will not use the Platform in any way that
violates any applicable law or regulation or engage in any Prohibited Uses. In
addition, you represent and warrant that: (i) You and Your customers will
maintain in effect all licenses, permissions, authorizations, consents, and
permits necessary to carry out the obligations under these Terms; (ii) You are
fully responsible for your actions and the actions of your employees, agents,
and customers who use of the Platform; (iii) You are fully responsible for the
use of the Platform by your customers; (iv) You, your employees, agents and
customers will not misrepresent the Platform or the Services; (v) You will
provide these Terms to your employees, agents, and customers and confirm that
all employees, agents, and customers understand that they are subject to these
Terms if they use or offer access to the Platform; (vi) You own or control all
rights in and to all content you provide to SaaSFusion, including, but not
limited to, any code provided to customize the Platform for your customers;
(vii) You will be solely responsible for your use of the Platform, including
the quality and integrity of any data and other information, including
Information, made available to us by or for you through the use of the
Platform; and (viii) You, your employees, and your customers will provide
reasonable cooperation regarding information requests from law enforcement,
regulators, or telecommunication provider
1.3. Intended
Use. You and your customers may use the Platform
only as intended for lawful purposes and in accordance with these Terms. You
agree that You and Your customers will not use the Platform in any way that
violates any applicable law or regulation or engage in any Prohibited Uses. In
addition, you represent and warrant that: (i) You and Your customers will
maintain in effect all licenses, permissions, authorizations, consents, and
permits necessary to carry out the obligations under these Terms; (ii) You are
fully responsible for your actions and the actions of your employees, agents,
and customers who use of the Platform; (iii) You are fully responsible for the
use of the Platform by your customers; (iv) You, your employees, agents and
customers will not misrepresent the Platform or the Services; (v) You will
provide these Terms to your employees, agents, and customers and confirm that
all employees, agents, and customers understand that they are subject to these
Terms if they use or offer access to the Platform; (vi) You own or control all
rights in and to all content you provide to SaaSFusion, including, but not
limited to, any code provided to customize the Platform for your customers;
(vii) You will be solely responsible for your use of the Platform, including
the quality and integrity of any data and other information, including
Information, made available to us by or for you through the use of the
Platform; and (viii) You, your employees, and your customers will provide
reasonable cooperation regarding information requests from law enforcement,
regulators, or telecommunication provider
1.4. Privacy. By using the Platform and providing
Information on or through the Platform, you consent to SaaSFusion’s use and
disclosure of the Information in accordance with the Privacy Policy available
here and incorporated herein by reference. You agree that SaaSFusion has no
responsibility or liability for the deletion or failure to store any
Information or content maintained or transmitted on or through the Platform.
When you provide your customers with access to the Platform, you must implement
and enforce your own Privacy Policy, providing the level of protection at least
equal to that provided to you by SaaSFusion. You must obtain consent from your
customers, affirmatively acknowledging that your customers agree to be bound by
your privacy policy. You represent and warrant that you have provided, and will
continue to provide, adequate notices and have obtained, and will continue to
obtain, the necessary permissions and consents to provide your customers’ data
to us for use and disclosure in accordance with these Terms and our Privacy
Policy.
1.5. Login
Credentials. You are responsible for maintaining the confidentiality
of your Login Credentials. You are responsible for all uses of your Platform
Account and Login Credentials, whether or not authorized by you. You agree to
notify SaaSFusion immediately of any unauthorized access to or use of your
Platform Account or Login Credentials or any other breach of security. SaaSFusion
reserves the right to disable your Login Credentials at any time in its sole
discretion for any or no reason, including if, in SaaSFusion’s opinion, you
have violated any provision of these Terms. Platform Accounts are
non-transferable. You are obligated to take preventative measures to prohibit
unauthorized users from accessing your Platform Account with your Login
Credentials.
1.6. Use of
Communication Services. The Platform may include certain communications
features such as SMS, MMS, email, voice call capabilities and other
methods. If You use these features, You agree that You are exclusively
responsible for all communications sent using the Platform, including
compliance with all laws governing those communications such as the Telephone
Consumer Protection Act (“TCPA”) and the CAN-SPAM Act. You represent and
warrant that you understand and will comply with those laws. SaaSFusion
is not responsible for your compliance with laws and does not represent that
your use of the Platform will comply with any laws. SaaSFusion is a
technology platform communication service application provider ONLY. SaaSFusion
does not originate, send, or deliver any communications to any recipient via
SMS, MMS, email, or other communication method. You control the message,
timing, sending, fraud prevention, and call blocking. All communications,
whether SMS, MMS, email or otherwise, are created by and initiated by you
and/or your customers, whether generated by You or sent automatically via the
Platform at Your direction.
1.7. Third
Party Services. The Platform may leverage or include access to Third
Party Services. SaaSFusion is not responsible for the usability or
accessibility of Third Party Services. If you elect to pause or delete some or
all of your Platform Account, certain features or functionality (such as
LeadConnector phone numbers or email services) may not be retrievable upon
reactivation. If you pause some or all of your Platform Account for more than
thirty (30) days, and SaaSFusion is still incurring costs on your behalf
related to Third Party Services (such as the costs of securing a particular
phone number on your behalf), SaaSFusion reserves the right to release the
phone number or delete some or all of your Platform Account in its sole
discretion, without liability. SaaSFusion disclaims all liability related to
outages or downtime of Third Party Services.
1.8. Third
Party Content. The Platform may include Third Party Content. Your use
of Third Party Content is entirely at your own risk and discretion. All statements
and opinions expressed in Third Party Content are solely the opinions and the
responsibility of the third party and do not necessarily reflect the opinion of
SaaSFusion. SaaSFusion is not responsible for Third Party Content and makes no
endorsements, representations or warranties and assumes no liability,
obligation or responsibility for Third Party Content. You are responsible for
ensuring that your engagement or transactions with Third Party Content is in
compliance with these Terms and any applicable laws.
1.9.
Customizations. Portions of the Platform may be modified by you,
incorporating your name, logo, trademark, and color scheme into your individual
access area within the Platform. You are solely responsible for copyright,
trademark or other intellectual property concerns connected with you and your
customers’ customized look and feel of the Platform. You acknowledge that you
may not be able to customize the Platform according to your unique branding to
the extent that your customization would appear to be independently
developed. SaaSFusion may remove any of your modifications at any time
without advance notice and without liability to you.
1.10.
Excessive Use Restrictions. We provide access to the Platform on a tiered-pricing
basis, and some tiers can process more data with less impact on
performance. We have no liability for the effect that your excessive data
use may have on performance. If, in SaaSFusion’s sole discretion, we
determine that your data use is excessive, abusive, or has a negative effect on
the Platform in anyway, we may (1) require that you upgrade your Services in
order to continue your activity levels if your data use exceeds the intended
use of your existing Platform tier or if SaaSFusion’s operational costs to
support your Platform usage exceeds the subscription price; (2) suspend or
terminate your use of the Platform or Services, and/or (3) reduce the amount of
data you are able to use.
1.11.
Platform Updates. SaaSFusion reserves the right to make updates or
changes to the Platform at anytime, including changes that may affect the
previous mode of operation of the Platform. You agree that your use of the
Platform or purchase of Services is not contingent on SaaSFusion’s delivery or
release of any functionality or feature, including but not limited to the
continuation of a certain Service or any third-party services.
1.12.
International Use. If you are in an embargoed country or are a sanctioned
person or entity, you are prohibited from using the Platform. SaaSFusion makes
no representation that materials on the Platform are appropriate or available
for use in locations outside the United States. Those who choose to access the
Platform from other locations do so on their own initiative and at their own
risk. If you choose to access the Platform from outside the United States, you
are responsible for compliance with local laws in your jurisdiction, including
but not limited to, the taxation of products purchased over the Internet. Any
offer for any product, Services, and/or information made in connection with the
Platform is void where prohibited.
If you are authorized to resell access to a version of the
Platform that is customized for or by You, You must comply with our Minimum
Advertised Price Policy (“MAP Policy”) as described below:
a.
Minimum Advertised Price. You cannot advertise access to
the Platform for an effective price that is less than the Standard Prices
offered by SaaSFusion (the “MAP Policy”). Standard Price for one Sub-Account is
$97 USD for monthly subscriptions or $970 USD for an annual subscription. SaaSFusion
reserves the right to change its Standard Prices at any time, for any reason.
In the event of a change to SaaSFusion’s Standard Prices, you are responsible
for ensuring your continued compliance with the MAP Policy. For the avoidance
of doubt, SaaSFusion may run special pricing offers, promotions, or discounts
from time-to-time (“Special Pricing”). SaaSFusion’s use of Special Pricing does
not create an exception to the MAP Policy. Any changes to this MAP Policy will
be communicated by a change to these Terms or by other forms of communication
deemed appropriate by SaaSFusion in its sole discretion.
b.
Advertised Price and Final Sale Price. The price at which
you are advertising access to the Platform is determined after deduction of
coupon discounts, rebates, value of product giveaways, gift card amounts, and
other promotional offers, that have the effect of lowering an advertised price
(“Advertised Price”). The MAP Policy only applies to the Advertised Price. The
final price at which you resell access to the Platform (“Final Price”) is not
subject to the MAP Policy.
c.
Exceptions to MAP Policy.
a. SaaSFusion reserves the right to make exceptions to this MAP
Policy at any time, for any reason, in its sole and absolute discretion. Such
exceptions must be made in writing, and may be revoked at any time, for any
reason, in its sole and absolute discretion.
b. The MAP Policy does not apply to Advertised Prices displayed at
brick-and-mortar selling locations where the Advertised Price is not
distributed or visible to customers outside said location, or where Final
Prices are first disclosed to customers in “shopping carts” for web-based sales
(so long as such Final Prices cannot be retrieved by search engines or
otherwise displayed to customers).
c. This MAP Policy does not apply to advertising within any
jurisdiction in which minimum advertised price policies are prohibited by law.
It is a violation of this policy, however, to transmit an Advertised Price less
than the MAP Policy from any such jurisdiction to customers in any jurisdiction
in which the MAP Policy is permissible.
d. For sales into the European Union and United Kingdom, this MAP
Policy does not prohibit you from offering customers discounts or communicating
to customers that the Final Price could differ from the Advertised Price..
d.
Resale Restrictions. When reselling access to the Platform, you agree that you
are fully liable to your customers for their access to and use of the Platform,
and you are solely responsible for the resolution of all customer disputes and
inquiries. SaaSFusion may offer, but is not obligated, to assist in resolving
customer disputes or inquiries in its sole discretion. If SaaSFusion
determines, in its sole discretion, that you are failing to provide your
customers with adequate resolutions to their disputes and inquiries, or if we
receive complaints that you are not responding to legitimate customer disputes
or inquiries, we may exercise our ability to terminate your Platform Account.
e. You Are Not SaaSFusion. You
are prohibited from representing yourself as a SaaSFusion employee or otherwise
implying an association with SaaSFusion when reselling access to the Platform.
You may not direct your customers to contact SaaSFusion for any reason,
including but not limited to Platform support.
f.
Suspension and Termination. We may suspend or terminate your
ability to resell access to the Platform in our sole discretion, with or
without notice, if you violate the MAP Policy or these Terms or for any other
reason in our sole and absolute discretion.
The following are considered Prohibited Uses of the Platform.
Engaging in a Prohibited Use is a material breach of this Agreement for which SaaSFusion
may immediately suspend or termination your Platform Account in accordance with
these Terms:
·
Use of the Platform in any way that violates any applicable law or
regulation.
·
Use of the Platform to exploit, harm, or attempt to exploit or
harm anyone in any way.
·
Use of the Platform to send, receive, upload, download, use, or
re-use any material that does not comply with these Terms.
·
Use of the Platform to transmit, or procure the sending of, any
unlawful advertising or promotional material, including any “junk mail,” “chain
letter,” “spam,” or any other similar solicitation.
·
Impersonating or attempting to impersonate SaaSFusion, a SaaSFusion
employee, another user or any other person or entity (including, without
limitation, by using email addresses associated with any of the foregoing).
·
Engaging in any other conduct that restricts or inhibits anyone’s
use or enjoyment of the Platform
·
Engaging in any conduct that would may, as determined by SaaSFusion,
harm Platform users or SaaSFusion, or expose either to liability.
·
Use of the Platform in any manner that could disable, overburden,
damage, or impair the Platform or interfere with any other party’s use of the
Platform, including their ability to engage in real time activities through the
Platform.
·
Use of any robot, spider or other automatic device, process or
means to access the Platform for any purpose, including monitoring or copying
any of the material on the Platform.
·
Use of any manual process to monitor or copy any of the material
on the Platform or for any other unauthorized purpose without SaaSFusion’s
prior written consent.
·
Use of any device, software or routine that interferes with the
proper working of the Platform.
·
Introducing any viruses, Trojan horses, worms, logic bombs, or
other material that is malicious or technologically harmful.
·
Attempting to gain unauthorized access to, interfere with, damage,
or disrupt any parts of the Platform, the server on which the Platform is
stored, any server, computer, or database connected to the Platform.
·
Attacking the Platform via a denial-of-service attack or a
distributed denial-of-service attack.
·
Otherwise attempting to interfere with the proper working of the
Platform.
a.
Fees. Your use of the Platform is subject to the timely payment
of all Fees. Fees may change from time to time. All Fees are exclusive of
Communication Surcharges. You will pay all Communications Surcharges associated
with your use of the Platform. Communications Surcharges will be shown as a
separate line item on an invoice. All Fees and Communications Surcharges
are nonrefundable. Fees will be billed to the credit card we have on
file. Fees for subscriptions will be billed in advance of Services. You
agree to provide us with accurate and complete billing information (name,
address, credit card information, and phone number) and notify us of any
changes within 10 days of the change.
b.
Noncancellable Fees. Some subscriptions for Services require a non-cancellable
minimum subscription commitment which cannot be canceled until the commitment
is fulfilled. Fees for such non-cancellable minimum subscription commitments
will continue to be automatically applied to your bill until the minimum
commitment has been achieved.
c.
No Mark Ups. You may not mark-up or increase any SaaSFusion Fees that you
pass through to Your customers or third parties. You are solely responsible for
all pass-through Fees and related expenses, including but not limited to
refunds and charge backs of such pass-through Fees. SaaSFusion is not
responsible for resolving issues or disputes between You and Your customers
regarding pass-through Fees.
d. Taxes.
You are exclusively responsible for taxes and other governmental assessments
(“Taxes”) associated with your use of the Platform, including all Taxes
associated with transactions you conduct with your customers. SaaSFusion
may collect Taxes from you as part of the Fees as legally required or as SaaSFusion
deems appropriate, and all SaaSFusion determinations regarding what Taxes to
collect are final. SaaSFusion may recalculate and collect additional
Taxes from you if it determines at any point that they are due. You will
indemnify SaaSFusion for all Claims related to Taxes that are associated with
your activities on the Platform, including any Taxes related to your
transactions with your customers as further described below. Taxes are
nonrefundable.
e.
Overdue Amounts. If, for any reason, your credit card company declines or
otherwise refuses to pay the amount owed for the Services you have purchased,
you agree that we may suspend or terminate your use of the Platform and/or
delivery of Services and may require you to pay any overdue Fees and other
amounts incurred (including any third-party chargeback fees or penalties) by
other means acceptable to us. In the event legal action is necessary to
collect on balances due, you agree to reimburse us for all expenses incurred to
recover sums due, including attorney fees and other legal expenses.
f.
Payment Disputes. You will notify us in writing within sixty (60) days of
the date we bill you for any invoiced Fees or charges that you wish to
dispute. You must pay all invoiced Fees and charges while the dispute is
pending or you waive the right to pursue the dispute. Where you are
disputing any Fees or charges, you must act reasonably and in good faith and
cooperate diligently with us to resolve the dispute. All SaaSFusion
determinations regarding your obligation to pay invoiced Fees and charges are
final.
g. No
Refunds or Credits. Except as described below, all
Fees assessed by SaaSFusion are
non-refundable. You are solely responsible for any excess Fees incurred by You
as a result of an error or omission made by You or a third party. SaaSFusion does
not provide Fee refunds or credits for such errors or omissions, or for
partially used or unused Platform or Services subscriptions. If you sign
up for a subscription but do not access the Service or Platform, you are still
responsible for all Fees during the term of your subscription. Except
as may be required by law, SaaSFusion reserves the right to issue or deny a
refund or credit in its sole and absolute discretion, at any time, for any
reason, and SaaSFusion’s determination of if and when to issue or deny a refund
or credit is final.
h.
Cancellations. You are solely responsible for the cancellation of
Services associated with your account, and you will be responsible for all Fees
incurred until such cancellation occurs. No refunds will be provided for your
failure to properly cancel the Services associated with your account.
i.
Your Responsibility For Financial Transactions. You
are solely responsible for all financial transactions you and your customers
engage in on the Platform or using the Services, including transactions
conducted using billing tools enabled by the Services. You are
exclusively responsible for all chargebacks related to activities of you and
your customers, regardless of the reason for the chargeback.
SaaSFusion offers an Affiliate Program under which customers may
receive commissions for referring new accounts to SaaSFusion. Your
participation in the Affiliate Program is subject to SaaSFusion’s approval and
your acceptance of the Affiliate Agreement, a copy of which is available here
and is incorporated herein by reference. You must establish a payment account
linked to your SaaSFusion account in order to earn and receive commission
payouts. Commissions may be forfeited if SaaSFusion is unable to submit payment
to your payment account for any reason.
SaaSFusion offers an Affiliate Program under which customers may
receive commissions for referring new accounts to SaaSFusion. Your
participation in the Affiliate Program is subject to SaaSFusion’s approval and
your acceptance of the Affiliate Agreement, a copy of which is available here
and is incorporated herein by reference. You must establish a payment account
linked to your SaaSFusion account in order to earn and receive commission
payouts. Commissions may be forfeited if SaaSFusion is unable to submit payment
to your payment account for any reason.
6.1.
Platform Content. The Platform and Platform Content are the property of SaaSFusion
or its licensors and are protected by copyright, trademark and other
intellectual property laws, except as indicated below. Platform Content does
not include User Contribution(s), as defined below. SaaSFusion grants you a
personal, royalty-free, non-assignable, revocable, and non-exclusive license to
access and use the Platform Content while using the Platform for the purpose of
making the Platform available to You and Your customers. Any other use,
including the reproduction, modification, distribution, transmission,
republication, framing, display or performance of Platform Content without
prior permission of SaaSFusion is strictly prohibited.
6.2.
SaaSFusion Marks. SaaSFusion Marks are trademarks and services marks of SaaSFusion
and may not be used without advance written permission of SaaSFusion, including
in connection with any product or service that is not provided by SaaSFusion,
or in any manner that is likely to cause confusion, or in any manner that
disparages, discredits, or misrepresents SaaSFusion. You may not remove any SaaSFusion
Marks or other proprietary notices, including, without limitation, attribution
information, credits, and copyright notices that have been placed on or near
the Platform or Platform Content. Other products or company names mentioned on
the Platform may be trademarks or service marks of their respective owners.
Third-party websites may feature SaaSFusion Marks, with or without
authorization, and such usage of SaaSFusion Marks does not constitute or imply
any approval, sponsorship, or endorsement by SaaSFusion.
6.3. User Contributions. User
Contributions are considered non-confidential and non-proprietary. You grant SaaSFusion,
our service providers and each of their licensees, successors, and assigns the
perpetual right to use, reproduce, modify, perform, display, distribute, and
otherwise disclose User Contributions to third parties for any purpose. You
also grant SaaSFusion the right to use Your Information and User Contributions
to improve the Platform, develop new services, and/or improve SaaSFusion’s
overall product offerings and business model. SaaSFusion is not
responsible or liable to any third party for the content or accuracy of any User
Contributions, nor do we endorse the User Contribution of third parties. SaaSFusion
is not responsible for any failure or delay in removing User Contributions that
violate the Terms. SaaSFusion reserves the right to delete or otherwise remove
any User Contributions we deem to be in violation of these Terms, with or
without notice, at any time, for any reason. You represent and warrant that:
(i) You own or control all rights in and to the User Contributions and have the
right to grant the license granted above; (ii) All of your User Contributions
comply with these Terms; and (iii) You understand and acknowledge that you are
responsible for the legality, reliability, accuracy and appropriateness of your
User Contribution.
6.4.
Prohibited User Contributions. You are prohibited from
posting User Contributions on the Platform that: (i) Are unlawful, threatening,
abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of
another’s privacy, or includes graphic descriptions of sexual or violent content;
(ii) Victimize, harass, degrade, or intimidate an individual or group of
individuals on the basis of religion, gender, sexual orientation, race,
ethnicity, age, disability, or otherwise; (iii) Infringe any patent, trademark,
trade secret, copyright, right of publicity, or other proprietary or
intellectual property right of any party; or (iv) Breach the security of,
compromise or otherwise allow access to secured, protected or inaccessible
areas of the Platform, or attempt to gain access to other networks or servers
via your Platform account.
6.5. Feedback. If
you provide Feedback, you agree and acknowledge that your submission of
Feedback is voluntary, non-confidential, and gratuitous, and SaaSFusion has no
obligation to use the Feedback. You grant SaaSFusion and its designees a
perpetual, irrevocable, non-exclusive, fully-paid up and royalty-free license
to use any Feedback you submit to SaaSFusion without restrictions or payment or
other consideration of any kind, or permission or notification to you or any
third party. The license includes, without limitation, the irrevocable right to
reproduce, prepare derivative works, combine with other works, alter,
translate, distribute copies, display, perform, license the Feedback, and all
rights therein, in the name of SaaSFusion or its designees throughout the
universe in perpetuity in any and all media now or hereafter known. You
represent that the Feedback is your own original work, you have all necessary
rights to disclose the Feedback to SaaSFusion, and neither your disclosure of
the Feedback nor SaaSFusion’s review and/or use of the Feedback will infringe
upon the rights of any other individual or entity. If your Feedback is the
subject of a patent that is pending or has been issued, You are required to
disclose that fact to SaaSFusion.
6.6.
Feedback Waiver. You hereby irrevocably release and forever discharge SaaSFusion
from any and all actions, causes of actions, claims, damages, liabilities and
demands, whether absolute or contingent and of any nature whatsoever, which you
now have or hereafter can, shall or may have against SaaSFusion with respect to
the Feedback, including without limitation how SaaSFusion directly or
indirectly uses the Feedback. You agree that you are responsible for the
content of the Feedback and further agree (at SaaSFusion’s option and at your
sole expense) to defend, indemnify, and hold SaaSFusion harmless from any and
all actions, claims, and liabilities, demands, whether absolute or contingent
and of any nature whatsoever, damages, losses, costs, fees, fines or expenses,
including reasonable attorneys’ fees, which SaaSFusion may incur as a result of
use of the Feedback in accordance with these Terms.
6.7.
Copyright; Digital Millennium Copyright Act. If you believe
that Your copyrights have been infringed, or that your intellectual property
rights have been otherwise violated by a third party’s use of our Platform, you
should notify us of your infringement claim in accordance with the procedure
set forth below. We will process and investigate notices of alleged
infringement and will take appropriate actions under the Digital Millennium
Copyright Act (“DMCA”) and other applicable intellectual property laws with
respect to any alleged or actual infringement. A notification of claimed copyright
infringement should be emailed to support@goSaaSFusion.net (Subject
line: “DMCA Takedown Request”) and mailed to the designated copyright agent
address below.
Our designated copyright agent to receive DMCA Notices is:
SaaSFusion
ATTN: Legal Department
117 S Lexington Street, STE 100
Harrisonville , MO 64701
To
be effective, the notification must be in writing and contain the following
information:
·
an electronic or physical signature of the person authorized to
act on behalf of the owner of the copyright or other intellectual property
interest;
·
a description of the copyrighted work or other intellectual
property that you claim has been infringed;
·
a description of where the material that you claim is infringing
is located on the Platform, with enough detail that we may locate it;
·
your address, telephone number, and email address;
·
a statement by you that you have a good faith belief that the
disputed use is not authorized by the copyright or intellectual property owner,
its agent, or the law; and
·
a statement by you, made under penalty of perjury, that the above
information in your notice is accurate and that you are the copyright or
intellectual property owner or authorized to act on the copyright or
intellectual property owner’s behalf.
Counter-Notice: If you believe that your User Contribution that was removed (or
to which access was disabled) is not infringing, or that you have the
authorization from the copyright owner, the copyright owner’s agent, or
pursuant to the law, to upload or display the content in your User
Contribution, you may send a written counter-notice containing the following
information to the above-listed Copyright Agent:
·
your physical or electronic signature;
·
identification of the content that has been removed or to which
access has been disabled and the location at which the content appeared before
it was removed or disabled;
·
a statement that you have a good-faith belief that the content was
removed or disabled as a result of mistake or a misidentification of the
content; and
your name, address, telephone number, and email address, and a
statement that you will accept service of process from the person who provided
notification of the alleged infringement.
If a counter-notice is received by our copyright agent, we will send a copy of
the counter-notice to the original complaining party, informing that person
that SaaSFusion may repost the removed content or cease disabling it in 10
business days. Unless the copyright owner files an action seeking a court order
against the content provider, member or user, the removed content may be
reposted, or access to it restored, in 10 to 14 business days or more after
receipt of the counter-notice, at our sole discretion.
We may, at our sole discretion, limit access to the Platform and/or terminate
the account of any user who infringes any intellectual property rights of
others.
THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT
WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO,
THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE PLATFORM IS AT YOUR OWN
DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE
FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH
ACTIVITIES. YOU AGREE THAT SAASFUSION HAS NO RESPONSIBILITY OR LIABILITY FOR
THE DELETION OR FAILURE TO STORE ANY INFROMATION OR CONTENT MAINTAINED OR
TRANSMITTED ON OR THROUGH THE PLATFORM.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE
PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE
USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY
OF THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR
DEFECTS.
YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS
PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT SAASFUSION
IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE
IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.
SAASFUSION MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED
THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH THE
PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED
ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY
SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR
THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.
WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE
PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR
WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD
WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO,
CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED
SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON
THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE
CONSULT THE LAWS IN YOUR JURISDICTION
THE PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS
WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. YOUR USE OF THE
PLATFORM IS AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU
WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF
DATA THAT RESULTS FROM SUCH ACTIVITIES. YOU AGREE THAT SAASFUSION HAS NO
RESPONSIBILITY OR LIABILITY FOR THE DELETION OR FAILURE TO STORE ANY
INFROMATION OR CONTENT MAINTAINED OR TRANSMITTED ON OR THROUGH THE PLATFORM.
WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE
PLATFORM WILL MEET YOUR REQUIREMENTS, (B) THE PLATFORM WILL BE UNINTERRUPTED,
TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE
USE OF THE PLATFORM WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY
OF THE PLATFORM WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR
DEFECTS.
YOU ACKNOWLEDGE THAT THE INTERNET AND TELECOMMUNICATIONS
PROVIDERS’ NETWORKS ARE INHERENTLY INSECURE. ACCORDINGLY, YOU AGREE THAT SAASFUSION
IS NOT LIABLE FOR ANY CHANGES TO, INTERCEPTION OF, OR LOSS OF YOUR DATA WHILE
IN TRANSIT VIA THE INTERNET OR A TELECOMMUNICATIONS PROVIDER’S NETWORK.
SAASFUSION MAKES NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED
THROUGH A THIRD PARTY OR THIRD PARTY SERVICES, OR IN CONNECTION WITH THE
PLATFORM, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED
ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY
SERVICES OR CONTENT AVAILABLE ON OR THROUGH THE PLATFORM FROM A THIRD PARTY OR
THROUGH THIRD PARTY SERVICES IS PROVIDED SOLELY BY SUCH THIRD PARTY.
WE RESERVE THE SOLE RIGHT TO EITHER MODIFY OR DISCONTINUE THE
PLATFORM, INCLUDING ANY SERVICES OR FEATURES THEREIN, AT ANY TIME WITH OR
WITHOUT NOTICE TO YOU. WE SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY SHOULD
WE EXERCISE SUCH RIGHT. MODIFICATIONS MAY INCLUDE, BUT ARE NOT LIMITED TO,
CHANGES IN THE PRICING STRUCTURE AND THE ADDITION OF FREE OR FEE-BASED
SERVICES. ANY NEW FEATURES THAT AUGMENT OR ENHANCE THE THEN-CURRENT SERVICES ON
THIS PLATFORM SHALL ALSO BE SUBJECT TO THESE TERMS OF SERVICE.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN
WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE
CONSULT THE LAWS IN YOUR JURISDICTION
8.
Limitation of Liability, Indemnification, and Mitigation
Your exclusive remedy and our entire liability, if any, for any
claims arising out of these Terms and your use of the Platform or the Services
shall be limited to the amount you paid us for Services purchased on the
Platform during the three (3) month period before the act giving rise to the
liability.
IN NO EVENT SHALL SAASFUSION BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY
KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING
FROM MALICIOUS CODE, LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF
LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE PLATFORM OR
THIRD PARTY SERVICES OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THE
PLATFORM.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY
SERVICES OR DISRUPTIONS THEREOF, OR THIRD PARTY PROMISES AND/OR STATEMENTS
REGARDING OUR PLATFORM SERVICES OR CONTENT OR FOR TRANSACTIONS WITH THE THIRD
PARTY THROUGH THE PLATFORM, INCLUDING WITHOUT LIMITATION THE PROCESSING OF
ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF
LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY
NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
You agree to defend,
indemnify, and hold SaaSFusion harmless against all demands, claims,
actions, proceedings, damages, liabilities, losses, fees, costs or expenses
(including without limitation reasonable attorneys’ fees and the costs of any
investigation) directly or indirectly arising from or in any way connected with
your use of the Platform (“Claims”), including, but not limited to:
(a) our use of or reliance on information or data supplied or to be supplied by
you, your employees, agents, or customers; (b) any breach of or default under
these Terms by you, your employees, agents, or customers; (c) the
wrongful use or possession of any SaaSFusion property by you, your employees,
agents, or customers; (d) any negligence, gross negligence or willful
misconduct by you or your employees, agents, or customers; (e)
misrepresentations by you, your employees, agents, or customers (f)
violation(s) of applicable law by you, your employees, agents, or customers,
(g) your actions and the actions of your employees, agents, or customers; (h)
the acts or omissions of you, your employees, agents, or customers in
connection with providing notice and obtaining consents regarding the
origination or content of the SMS or MMS messages, email or other
communications using the Services, (i) Taxes and other Fees and/or (j) any
disputes between (1) you and other users (2) you and your client(s) and/or (3)
your customers.
If the Platform is found to violate any third-party intellectual
property right, at our option we may: (a) obtain the right for you to continue
to use the Platform as contemplated by these Terms; (b) modify or replace the
Platform, in whole or in part, to seek to make the Platform
non-infringing; or (c) require you to immediately cease any use of the
Platform..
9.
Limitation On Time To File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR
RELATING TO THESE TERMS OR THE PLATFORM MUST BE COMMENCED WITHIN THREE (3)
MONTHS AFTER THE EVENT GIVING RISE TO THE ACTION OR CLAIM OCCURRED, REGARDLESS
OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION
OR CLAIM IS PERMANENTLY BARRED.
10.
Injunctive Relief
You agree that a breach of these Terms will cause irreparable
injury to SaaSFusion for which monetary damages would not be an adequate
remedy, and SaaSFusion shall be entitled to seek equitable relief, in addition
to any remedies it may have hereunder or at law, without having to post a bond
or other security.
11.
Waiver And Severability
You agree that a breach of these Terms will cause irreparable
injury to SaaSFusion for which monetary damages would not be an adequate
remedy, and SaaSFusion shall be entitled to seek equitable relief, in addition
to any remedies it may have hereunder or at law, without having to post a bond
or other security.
No waiver by SaaSFusion of a term or condition set forth in these
Terms shall be deemed a continuing waiver of such term or condition or a waiver
of any other term or condition. Any failure of SaaSFusion to assert a right or
provision under these Terms shall not constitute a waiver of such right or
provision.
If any provision of these Terms is held by a court or other
tribunal of competent jurisdiction to be invalid, illegal or unenforceable for
any reason, such provision shall be eliminated or limited to the minimum extent
such that the remaining provisions of the Terms of Service will continue in
full force and effect.
12.
Change of Control
SaaSFusion may assign its rights under these Terms at any time,
without notice to you. You may not assign your rights under these Terms without
SaaSFusion’s prior written consent which may be withheld at SaaSFusion’s sole
discretion.
13.
Entire Agreement
Except as noted below, these Terms constitute the sole and entire
agreement between you and SaaSFusion with respect to the Platform and supersede
all prior and contemporaneous understandings, agreements, representations and
warranties, both written and oral, with respect to the Platform. These
Terms may not be altered, supplemented, or amended by the use of any other
document(s) unless such document is signed by an authorized representative of SaaSFusion.
SaaSFusion may enter into a separate agreement with you. The terms
of any separate agreement between you and SaaSFusion will be considered a part
of your entire agreement with SaaSFusion. To the extent there is a conflict
between these Terms and the terms of your separate agreement with SaaSFusion,
your separate agreement with SaaSFusion will control.
14.
Term and Termination
These Terms will remain in full force and effect so long as you
maintain a Platform Account. The sections of these Terms that are intended to
survive termination of your Platform Account will remain binding even after you
are no longer a Platform user.
a.
Grounds for Termination. You agree that SaaSFusion, in
its sole discretion, may suspend or terminate your access to the Platform (or
any part thereof) for any reason, with or without notice, and without any
liability to you or to any third party for any claims, damages, costs or losses
resulting therefrom. Any suspected fraudulent, abusive or illegal
activity may be grounds for barring your access to this Platform, and reporting
you to the proper authorities, if necessary. SaaSFusion reserves the right to
delete Platform Accounts that have remained inactive for at least one (1) year.
b.
No Right to Services Upon Termination. Upon termination and
regardless of the reason(s) motivating such termination, your right to use the
Platform will immediately cease. SaaSFusion is not liable to you or any third
party for any claims for damages arising out of any termination or suspension
or any other actions taken by us with regards to your Platform access.
c.
How to Terminate or Make Adjustments. If you, for any
reason, would like to terminate your access to the Platform or make
adjustments, SaaSFusion requires written notice at least 30 days before your
next billing date.
d.
No Termination by Third Party Users. SaaSFusion has
limited access to subscriptions not directly purchased from us. Any user who
has been given access to the Platform by any party other than SaaSFusion must
contact the party who originally provided access to the Platform for any
inquiries related to termination.
e.
Force Majeure. In addition to any excuse provided by applicable law, we
shall be excused from liability for non-delivery or delay in delivery of the
Platform or any associated product or service through the Platform arising from
any event beyond our reasonable control, whether or not foreseeable by either
party, including but not limited to: labor disturbance, war, fire, accident,
adverse weather, inability to secure transportation, governmental act or
regulation, and other causes or events beyond our reasonable control, whether
or not similar to those which are enumerated above.
15.
Applicable Law, Binding Arbitration, and Class Action Waiver
PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY
REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING
INDIVIDUAL ARBITRATION.
The laws of the State of Texas will govern these Terms of Service
and any disputes under them, without giving effect to any principles of
conflicts of laws.
Any controversy or claim arising out of or relating to these Terms
shall be exclusively settled by arbitration administered by the American
Arbitration Association in accordance with Commercial Arbitration Rules, then
in effect. This arbitration provision is governed by the Federal Arbitration
Act. The arbitration proceedings shall be held in Dallas, Texas. Any
arbitration award may be entered in a court of competent jurisdiction.
All claims and disputes within the scope of this arbitration
agreement must be arbitrated or litigated on an individual basis and not on a
class basis. Claims of more than one customer or user cannot be arbitrated or
litigated jointly or consolidated with those of any other customer or user.
16.
Communications and Contact Information
All notices to a party shall be in writing and shall be made via
email. Notices to SaaSFusion must be sent to support@goSaaSFusion.net. You agree to
allow us to submit notices to you either through the email address you provided
when registering, or to any address we have on record. Notices are
effective on receipt.
SaaSFusion may contact you regarding these Terms using any
information you provide, or by any other means if you do not provide contact
Information. If you no longer wish to receive communications from SaaSFusion,
you can click on the “unsubscribe link” provided in such communications or
contact us at support@goSaaSFusion.net.
When you create a Platform account, you must designate a primary
email address that will be used for receiving electronic communication related
to these Terms. SaaSFusion will never send you an email requesting confidential
information such as account numbers, usernames, or passwords, and you should
never respond to any email requesting such information. If you receive such an
email purportedly from SaaSFusion, do not respond to the email and notify SaaSFusion
by emailing us at.
For all other feedback, comments, requests for technical support,
and other communications relating to the Platform or the Terms, please contact
us at or by mail at:
SaaSFusion
ATTN: Legal Department
117 S Lexington Street, STE 100
Harrisonville , MO 64701
17.
Definitions
17.1. “Communication Surcharges” means any applicable
communications service or telecommunication provider (e.g., carrier) fees or
surcharges related to your use of the Platform.
17.2. “Feedback” means ideas You provide to SaaSFusion
regarding improvements, enhancements, new features, new products, or other
concepts related to the Platform, Services, or other matters related to SaaSFusion’s
business.
17.3. “Fees” means any fees associated with the Platform,
including but not limited to the monthly subscription services fee and any fees
associated with add-in Services that you may purchase.
17.4. “SaaSFusion Marks” means the SaaSFusion name and
related logos and service marks of SaaSFusion.
17.5. “Information” means data about You and Your customers that SaaSFusion
collects on the Platform, including but not limited to information required to
create a Platform Account and use the Platform for the intended purpose.
17.6. “Login Credentials” means the username and password used to
access your Platform Account.
17.7. “Platform” means any Services, Training, content,
functionality, communication channels, and software or other services or
features offered to customers on or through SaaSFusion’s website or mobile
application.
17.8. “Platform Account” means the account you created in order to
access and use the Platform.
17.9. “Platform Content” means content, data, features, and
functionality, including but not limited to text, graphics, videos, logos,
button icons, databases, music, sounds, images, or other material that can be
viewed on the Platform. Platform Content does not include User Contributions.
17.10. “Prohibited Conduct” means the behaviors described in
Section 3.
17.11. “Services” means the variety of product integrations and
services that SaaSFusion makes available on the Platform. Services may include
Third Party Services.
17.12. “Sub-Account” means a subscription for one business under a
Platform Account.
17.13. “Third Party Content” means content, promotions or offers
provided by third parties or links to external third-party websites that may be
accessible on the Platform.
17.14. “Third Party Services” means any Services or other services
owned and provided by a third party vendor that SaaSFusion makes available to
You as a Service on or through the Platform.
17.15. “Training” means any training, information or suggested
usages conveyed by SaaSFusion about the Platform.
17.16. “User Contributions” means content or materials that you
post, submit, upload, publish, display, or transmit on or through the Platform
or to SaaSFusion directly.
17.17. “You” or “you” or any derivatives thereof means the
individual who accepted the Terms or the business entity that the individual
represents. “You” also includes any and all agents, employees, or third parties
that are authorized to act on your behalf.