Welcome to SalesNinja. This document is a legal agreement (the “Agreement”) that is binding on SalesNinja and you once you start using the Site. Please note that definitions are in Section 15.
Who Is Agreeing to this Agreement?
How Do I Agree?
Providing the Services
Accessing the Services
Using the Services and Information from the Services
Paying for Your Subscription(s)
Suspending or Terminating Your Account
Disclaimer of Warranties
Limitations of SalesNinja’s Liability
Changes to this Agreement
The words you and your refer to you, as an individual, and, if you are using the Services for someone else including a company or other legal entity, then also that other entity. We, our, us and SalesNinja mean SalesNinja, Inc. This Agreement applies even if you are using the services on a trial basis.
This Agreement binds everyone who uses the Site through your account, whether or not you have authorized that use.
You agree to the terms of this legal agreement (which is called the “Agreement”) when you start using the Services. You agree to all sections other than Sections 4 through 9 when you visit the Site but do not use the Services. If you do not agree to these terms, then stop using the service and visiting the Site. You can contact us at email@example.com if you wish to discuss changes to these terms.
Remember: Every user must use the Services and the website in full compliance with:
(1) this Agreement;
(2) all applicable laws and regulations and
(3) agreements (such as terms of service) of third party data, services and software.
If you do not, you might be liable to us, and possibly to third parties, for costs, expenses and damages.
a. Services SalesNinja provides a website (the “Site”) that includes tools to search and collect certain data available on the Internet (the “Services”). Those “tools” are called “SalesNinja Tools.” Your subscription enables you to use the Services to search, collect and use those data in accordance with this Agreement.
b. Availability and Types of Services SalesNinja provides the Services for access and use with the intention, but not the obligation or guarantee, that they will be available 24/7 and 365 days a year, excluding downtime for maintenance or other reasons, including those outside of our control and because your account might be suspended on terminated. Some features or functionality of the Services might not be available if you are accessing the Site from outside of United States territory. SalesNinja has the right to change the Services from time to time such as adding, deleting or modifying all or part of the Services and terminating or suspending the Services at any time. SalesNinja will use commercially reasonable efforts to notify you of such changes, etc.
c. Information through the Services The Services provide you access to information that has been posted by third parties and that has not been verified.
d. No representations, etc. SalesNinja does not promise, warrant or represent that such information is accurate, complete or current or that your use of such information is free of liability. You can also find the explicit disclaimers and representations in below.
e. Third-party Websites, Software or Applications You might find links to other websites or use the results of the Services with other applications. SalesNinja is not responsible for your use of those other websites or other applications. You are entirely responsible for whatever you do or do not do with websites, applications or any other services provided by third parties.
a. Authorization of Access and Use When you enter into this Agreement SalesNinja authorizes you to access and use the Services during the period of your subscription, at all times in accordance with this Agreement.
b. Access and Use Are Limited to You Please note that the access and use is limited to you, which means that you cannot give your access information (such as ID or password) to anyone else and they cannot use the information from the Services. Just because you are using it in your job for something like a company does not give anyone else there access to your account or the right to use the Services or any information from the Services. If there are others working with you who want to use the services, then each of them must obtain a subscription or free trial access.
c. Other Limitations on Access This authorization does not give you the right to do thing such as copy, reproduce, republish, mirror or upload the Site or any of its content (including the SalesNinja Tools) and you cannot create derivative works from any part of the Site (including its content and the SalesNinja Tools) or distribute any of it to anywhere or anyone else. SalesNinja does not grant you any express or implied rights or licenses or any other intellectual property rights, except for the limited and revocable authorization granted by this Section. SalesNinja reserves all rights in and to the Services, the Tools and the information.
a. Use of the Services and Information You agree that SalesNinja is not and will not be responsible for your use of the Services and any information derived from it. You must use any such information solely in compliance with this Agreement and with any restrictions on that information from its sources (e.g., terms of service and privacy policies that apply where the information accessed comes from a third party). Further, you shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make the Services or any part of it available to any third party in any way; (ii) modify or make derivative works based upon the Services, (iii) reverse engineer or access the Services service for any reason, including without limitation to develop a competitive product, other than to use it for its the purposes intended by SalesNinja (iv) use the Services in a manner that violates any laws, and/or (v) use the Services in a manner that violates any term(s) of this Agreement, that otherwise is not consistent with the general intent of this Agreement and/or that would violate SalesNinja’s intellectual property rights.
Any person intending to use the Services for solicitation purposes and/or for any other purpose regulated by federal, state or local laws should consult with his or her own legal counsel prior to entering into this Agreement to determine the extent of permissible activities.
b. Compliance with Law In addition to the above obligations you represent and warrant that your use of the Services and data from such use comply with, all applicable federal, state or local laws (and including the laws of non-US jurisdictions in which your use of the Services may result in jurisdiction over your actions), rules or regulations. You hereby assume all responsibility and liability for any violation of such representation wand warranty.
c. Certain Liabilities You assume responsibility for all costs and expenses of any kind, including reasonable attorneys’ fees, as they are incurred by SalesNinja in connection with or related to any actual, alleged or threatened violations by you of any applicable laws and/or regulations.
d. Your Databases When you create databases from any information derived from the Service SalesNinja will host them (or arrange for their hosting) but you are responsible for those databases and their use. SalesNinja will only have access to those databases for maintenance and performance purposes and for legal purposes (such as litigation or governmental requests for information).
a. Setting up Your Subscription SalesNinja will establish your subscription account once you have registered (or completed an order form), including setting usernames and passwords, the length of your subscription and other information.
b. Subscription Periods. The periods for payment (e.g., monthly, quarterly, annually) will depend on the choices you make in registering for the Services.
c. Effect upon Termination Once your subscription is terminated, you will cease using the Services and SalesNinja can elect to delete any information you have collected, although it may choose to maintain a copy for legal purposes.
d. Terminating Your Subscription You must affirmatively terminate your subscription at least thirty days prior to the end of the subscription period you chose. You do this by sending a notice to SalesNinja at firstname.lastname@example.org. Otherwise, you agree that SalesNinja can, at its election, automatically renew your subscription.
a. Free Trial If you sign up for a Free Trial, you do not have to pay during that trial but the rest of the terms of this Agreement apply to and govern your use of the Services.
b. Incorporating Order Forms When you sign up to use the Services the terms set forth in the registration (or order form) apply and are incorporated into this Agreement.
c. Your Authorization to Pay The amounts you pay to SalesNinja will be based upon your order form, which will specify such information as the total number of subscriptions and the period of each subscription. You agree that you shall pay all fees in connection with the Services in accordance with this Agreement (which includes the terms set forth when you registered). You will be charged and will pay in advance. Your obligation to pay means that you authorize SalesNinja to automatically charge you and receive payment, in advance, for any and all fees incurred by you for Services throughout the term of your subscription. For the period of your subscription, your payment obligations cannot be cancelled and payments you make will not be refunded.
d. Taxes, etc. Our charges do not include taxes (or similar fees) at the moment. You are responsible for paying all such taxes or similar fees. SalesNinja will charge you for such taxes (and advise you of doing so) if SalesNinja believes that such taxes need to be included. SalesNinja may charge you for such taxes, etc., if SalesNinja becomes obligated to pay or collect taxes, etc. for which you are responsible.
SalesNinja has the right to suspend or terminate your access to the Services at any time and without notice if SalesNinja believes that you have violated or will violate this Agreement or any other agreement you have with SalesNinja (such as your service agreement if you are a paid subscriber), failed to pay in accordance with your payment obligations (if any) and/or if SalesNinja believes that your access may result in injury to SalesNinja or third parties or violation of law or regulations or an investigation by governmental authorities as to your use. SalesNinja can also suspend or terminate access by free-trial users for any reason whatsoever at any time and without notice. If a governmental authority advises SalesNinja that it believes that your access violates or could violate applicable laws and regulations and SalesNinja incurs any costs or other expenses arising from its response to such advice, then you will reimburse SalesNinja for all such costs and expenses, which includes attorney fees and expenses, as they are incurred.
YOU ACCESS THE SITE AND USE THE SERVICES AND THE INFORMATION THEREFROM AT YOUR SOLE RISK. SALESNINJA PROVIDES THE SITE AND SERVICES AND ALL INFORMATION “AS IS,” WITH NO WARRANTIES OR GUARANTEES WHATSOEVER.
SALESNINJA, WITHOUT LIMITATION, MAKES NO WARRANTY OR GUARANTEE THAT YOUR ACCESS TO THE SERVICES AND INFORMATION THEREFROM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
TO THE FULLEST EXTENT PERMITTED BY LAW, SALESNINJA EXPRESSLY DISCLAIMS ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, GUARANTEES, OR REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY AND INTELLECTUAL PROPERTY RIGHTS.
YOU UNDERSTAND AND AGREE THAT YOU OBTAIN MATERIALS, CONTENT, PRODUCTS, SOFTWARE, PRODUCTS OR SERVICES AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES THAT MAY RESULT, INCLUDING LOSS OF DATA OR DAMAGE TO YOUR COMPUTER SYSTEM.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
SALESNINJA MAKES NO REPRESENTATIONS OR WARRANTIES THAT YOUR EQUIPMENT TO ACCESS AND DISPLAY THE SITE WILL BE COMPATIBLE WITH THE SITE AND/OR SERVICES.
IN NO EVENT WILL SALESNINJA BE LIABLE TO ANY PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY TYPE WHATSOEVER RELATED TO OR ARISING FROM THE SITE, SERVICES AND INFORMATION THEREFROM INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOST SAVINGS OR LOSS OF PROGRAMS OR OTHER DATA, EVEN IF SALESNINJA IS EXPRESSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS EXCLUSION AND WAIVER OF LIABILITY APPLIES TO ALL CAUSES OF ACTION, WHETHER BASED ON CONTRACT, WARRANTY, TORT, OR ANY OTHER LEGAL THEORIES.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SALESNINJA EXCEED THE AMOUNT PAID BY YOU FOR THAT PERIOD DURING WHICH ANY ACTIONS GAVE RISE TO THE CLAIM.
You agree to indemnify, hold harmless and defend SalesNinja, its shareholders, directors, officers, employees and agents from and against any action, cause, claim, damage, debt, demand or liability, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: (a) your breach of this Agreement; (b) your unauthorized use of the Services or other Services, including any information, communication, data or work that you provide in connection with the Services; (c) libelous, slanderous, indecent or other statement concerning any person made or republished by you; (d) any violation of federal, state and/or local law related to, arising out of or connected with your use of the Services. SalesNinja has the right, but not the obligation, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you pursuant to this Section. SalesNinja agrees that it shall give you reasonable notice of any claim, threatened or made, or suit instituted against it that could result in a claim for indemnification. SalesNinja agrees that in the event that indemnification is sought under this provision, SalesNinja shall furnish you, upon request, all information and assistance available to SalesNinja for defense against any such claim, suit, or demand, to the extent permitted by law or court action.
a. General Changes This is a binding agreement and so it cannot be changed without your consent. If you consent to those changes (see how that happens below), then the changes will affect only your use of the Site only after your acceptance of the changes.
b. Notice of Changes SalesNinja will provide notice of any changes to the Agreement either by posting a notice on the Site or by contacting you (or both). You consent to the changes in the same way that you consented to this Agreement, as described at the start of this Agreement.
c. Changes to Pricing From time to time SalesNinja might change its pricing. The changes will not take effect for your subscriptions active at the time of the price increase, but only at the end of those subscriptions. New orders (including increases in subscriptions) will be at the new pricing. SalesNinja will notify users of pricing changes by prominent notice on its website. If you use the Services after such pricing changes affect your (renewed) subscriptions then you are consenting to the new pricing. If you do not want to pay the new pricing when your current subscriptions renew then make sure that you send the termination notice in Section 7(d).
d. Amendments or Other Modifications This is the entire agreement relating to the access to and display of the Site. This Agreement cannot be changed by any oral or written (including email) communications and/or documents unless such documents expressly state that this Agreement is being thusly changed.
a. Governing Law and Venue This Agreement and all disputes arising from it or any other matters between SalesNinja and you are governed by the laws of the State of California without taking into account its principles and case law relating to conflicts of laws. SalesNinja and you consent to the exclusive jurisdiction of the state and federal courts sitting in Los Angeles, California. You waive all claims to the defense of inconvenient venue and any related defense.
b. Enforceability of Terms If a court determines that some terms of this Agreement are not enforceable that will not affect other terms. They will still be enforceable.
c. Certain Remedies SalesNinja and you agree that other remedies might not be adequate and, accordingly, agree that SalesNinja shall have rights in equity for injunctive and other equitable relief, in addition to any and all other remedies SalesNinja may have under this or other agreements with you or at law.
d. Limitation of Waivers SalesNinja does not waive any of its rights or remedies because it does little or nothing when you do something that breaches, or may breach, this Agreement. It does not mean that you have no liability for that action (or inaction), that SalesNinja cannot exercise whatever remedies it may have or that you can do it again.
e. No Assignment SalesNinja is granting certain rights to you, and accordingly you may not assign this Agreement or any of its rights or obligations without the prior written consent of SalesNinja. Any attempted assignment without such prior written consent shall be void, and will be considered a material breach of this Agreement.
f. Notices SalesNinja can provide you notice by email or by other reasonable means, including notice on the Site. Please note that you have to send a termination notice 30 days prior to the end of your subscription period to avoid automatic renewal. That email address is email@example.com.
g. Termination As noted above, you can terminate your subscription at any time by providing notice in accordance with this Agreement. SalesNinja can terminate your subscription as noted above. However, certain provisions will remain in effect, which include the following: Sections 2, 3, 4(d), 5(c), 6, 7(c) and 7(d), 8, 10, 11, 12, 14 and 15 survive any termination or expiration of this Agreement.
“Agreement” means this TERMS OF SERVICE, including any and all changes to it.
“SalesNinja” has the meaning given it in Section 2.
“Services” means the features and functionality of the SalesNinja software that you access through the Site, including any changes made to such features and functionality.
“Site” means the websites or other locations on the Internet accessible by digital devices and that are provided by or on behalf of SalesNinja and through which users such as you can access the Services. This includes all content on the website and all of its webpages.
“You” and related terms have the meaning given them at the beginning of this Agreement.
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