TERMS & CONDITIONS

Last updated on August 12th, 2024.
These SalesAi Terms & Conditions (“Terms & Conditions”) are effective between Client and SalesAi as of the date of incorporation by reference of these Terms & Conditions into the order form entered into between Client and SalesAi (“Order Form”) and are a part of the Order Form. Capitalized terms not otherwise defined in these Terms & Conditions shall have the meanings ascribed to them elsewhere in the Order Form and Agreement (as defined in the Order Form). If a provision of these Term & Conditions conflicts with a provision of the Order Form, the Order Form shall control.

‍SERVICES.  During the Term, subject to the terms of the Agreement, SalesAi will provide Client the following applicable services set forth in the Order Form (collectively, the “Services”) (provided, however, any Services are subject to change from time to time, and at any time, at the sole discretion of SalesAi): (a) a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable (upon termination or expiration of the Agreement or suspension of the Services) license to use SalesAi’s software application (the “Software”) for the applicable service tier set forth in the Order Form; (b) as applicable and as available, user manuals and other materials, including updates thereto, made generally available by SalesAi to its clients regarding the Software (the “Documentation”); and (c) SalesAi platform services for the applicable service tier set forth in the Order Form (the “Platform Services”). Once Client selects a service tier via the Order Form, Client may elect to receive Services from a higher service tier, but may not elect to receive services from a lower service tier, unless otherwise agreed in writing by SalesAi. Client acknowledges that Client and all individuals and entities who access or use the Services through or in connection with Client (collectively, “Users”) will be subject to those certain SalesAi Terms of Use available at Terms of Use, as updated from time to time, which are incorporated herein by reference (the “Terms of Use”). Client has reviewed the Terms of Use and shall ensure that Client and the Users comply with the Terms of Use as updated from time to time. If a provision of these Term & Conditions conflicts with a provision of the Terms of Use, Client agrees that SalesAi shall have the right to elect which provision controls in SalesAi’s good faith discretion. SalesAi will use commercially reasonable efforts to make the Software available pursuant to that certain SalesAi Service Level Agreement available at SLA, as updated from time to time, which is incorporated herein by reference (“SLA”). In using the Services, Client, and not SalesAi, shall be solely responsible for compliance with and will adhere to all applicable laws, rules, and regulations, including, without limitation, the Telephone Consumer Protection Act (TCPA), the CAN-SPAM Act, and other laws, rules, and regulations related to trade, communications, privacy, sales, and/or marketing via telephone, wireless devices, or the Internet, and Client will otherwise adhere to generally accepted standards of telephone, wireless device, and Internet usage.

‍PAYMENT.  In addition to all other fees, Client shall: (a) pay SalesAi a one-time platform fee in the amount set forth in the Order Form (the “Platform Fee”) for the Platform Services; (b) pay SalesAi a subscription fee in the amount and at the frequency set forth in the Order Form (the “Subscription Fee”); (c) any other fees in the amounts set forth in the Order Form; and (d) be solely responsible for payment of all third-party fees in connection with the Services, as applicable. Notwithstanding anything to the contrary, upon commencement of a Renewal Term, all fees shall increase automatically without notice by no less than five percent (5%). Unless otherwise set forth in the Order Form, the Platform Fee is due upon commencement of the Initial Term and the Subscription Fee shall be due and payable monthly, in advance of commencement of the ensuing month, for the Services for the ensuing month. All other fees, as applicable, are due in accordance with the Order Form. ACH and credit card payments may be subject to processing fees. All payments shall be in US dollars. Client’s failure to pay timely shall constitute a material breach of the Agreement. SalesAi may impose late fees. Interest accrues on late payments at the rate of one and one-half percent (1.5%) per month beginning on the applicable payment due date together with any collection costs (including reasonable attorneys’ fees). All payments made by Client to SalesAi shall be applied in the following order: (i) first, to any fees and/or expenses incurred by SalesAi on the behalf of Client; (ii) next, to any accrued but unpaid late fees and/or interest; (iii) next, to any past due payments; and (iv) next, to the current payment. Notwithstanding anything in the Agreement to the contrary, if such failure to pay has not been cured within fifteen (15) days of the applicable due date, then SalesAi may terminate the Agreement immediately for cause. All fees stated in the Agreement shall be paid by Client regardless of actual use of the Services and shall be non-refundable, except as otherwise set forth in the Agreement. SalesAi strives to display accurate price information, however SalesAi may, on occasion, make inadvertent typographical errors, inaccuracies, or omissions related to pricing and availability. SalesAi reserves the right to correct any errors, inaccuracies, or omissions at any time and to cancel any orders arising from such occurrences.Client authorizes SalesAi and/or SalesAi’s third-party payment processor to charge Client automatically via Client’s selected payment method for the amounts described in the Order Form. Notwithstanding anything to the contrary in the Agreement, Client agrees that ensuring timely payment is the sole responsibility of Client and SalesAi shall not be liable or responsible if amounts owed to SalesAi pursuant to the Agreement are not timely received by SalesAi. Client agrees that all payments will be honored by Client’s credit card company, if applicable, and no chargeback will occur. Client understands that the payment information provided by Client will be shared with SalesAi’s third-party payment processor and saved by SalesAi and/or SalesAi’s third-party payment processor for future payments owed to SalesAi. By purchasing the Services, Client also agrees to the terms and conditions of SalesAi’s third-party payment processor. Client may cancel this authorization at any time via written notice to SalesAi. This authorization will remain in effect until canceled. Client is responsible for ensuring all payment information provided to SalesAi and/or SalesAi’s third-party payment processor remains current. 

‍TAXES.  Unless otherwise stated in the Agreement, SalesAi’s fees for the Services do not include any direct or indirect local, state, federal, or foreign taxes, levies, duties, or similar governmental assessments of any nature, including value-added, use, or withholding taxes (collectively, “Taxes”). Client is responsible for paying all Taxes associated with its purchases of Services, excluding taxes based on SalesAi’s net income or property. If SalesAi has the legal obligation to pay or collect Taxes for which Client is responsible under this Section 3, the appropriate amount shall be invoiced to and paid by Client, unless Client provides SalesAi with a valid tax exemption certificate authorized by the appropriate taxing authority.

‍OWNERSHIP OF PROPERTY.  SalesAi and its Third-Party Providers (as defined below) reserve all rights, title, and interest in and to the Services, Software, Documentation, and related personal and intellectual property rights and Confidential Information, including, without limitation, all equipment, facilities, supplies, documentation, trademarks, patents, copyrights, software, use licenses, and other items and materials together with all improvements, derivatives, modifications, enhancements, continuations, and continuations in-part thereto (collectively, the “Intellectual Property”). Client shall have no interest of any kind in, to, and/or under the Intellectual Property. Except as otherwise explicitly provided in the Agreement, Client shall not (and also will not permit or authorize any third party to): (a) modify, copy, alter, duplicate, download, display, transmit, distribute, reverse engineer, access, decompile, disassemble, or create derivative works based on or using the Services, Software, Documentation, SalesAi’s system or methods, or the Intellectual Property in any form or media or by any means; (b) frame or mirror any content forming part of the Services, Software, or Documentation; (c) access or use the Services, Software, or Documentation in order to (i) build a competitive product or service or (ii) copy any ideas, methods, features, functions, or graphics of the Services, Software, or Documentation; (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit any part of the Services, Software, or Documentation, or otherwise make any part of the Services, Software, or Documentation available to any third party; (e) circumvent or disable any security or other technological features or measures of the Services or Software; or (f) remove or otherwise transfer any Intellectual Property from the original installation location except by prior written consent of SalesAi. Client shall exercise reasonable care in the use of the Intellectual Property and will be responsible for all losses and/or damage to the Intellectual Property resulting from any action or inaction of any User, owner, director, manager, officer, employee, affiliate, representative, or agent of Client. In addition, any feedback, suggestions, ideas, or other input that Client provides to SalesAi in connection with the Services, may be freely used by SalesAi to improve or enhance its products and services and, accordingly, all rights to such improvements and/or enhancements, howsoever arising, including as a result of any ideas, input, or information provided by Client as aforesaid, shall vest solely with SalesAi. 

‍PUBLICITY; TRADEMARKS.  Neither party may issue press releases or any other public announcement of any kind relating to the Agreement without the other party’s prior written consent.  Notwithstanding the foregoing, during the Term, SalesAi may include the name and logo of Client in lists and marketing materials (including on its website) of customers or vendors in accordance with Client’s standard logo and/or trademark usage guidelines. Client grants SalesAi the right to gather data from the Software being used by Client in connection with the Services. SalesAi may use the trademarks and trade names of Client as necessary in its authorized provision of the Services. SalesAi may use Client and data collected from the Software and/or Client, including with respect to the Data and Contact Information, on an anonymized basis to improve the Services and in case studies and white papers created by SalesAi for general marketing purposes. Except as set forth herein, neither party may use the trademarks and trade names of the other party without the prior written consent of the other party.

‍CONFIDENTIALITY.  The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of the Agreement, except with the Disclosing Party’s prior written permission. Notwithstanding the foregoing, the Receiving Party may disclose such Confidential Information to those of its employees and contractors who need to know such information for purposes of performing the Services which such employees and contractors shall be bound by terms & conditions substantially similar to those herein. The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event shall it use less than a reasonable degree of care. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior written notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate. Notwithstanding the expiration or termination of the Agreement for any reason, the obligations of confidentiality and non-use set forth in this Section 6 and elsewhere in the Agreement shall continue indefinitely and in perpetuity after such expiration or termination. “Confidential Information” means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), including all such information to which the Receiving Party has access through the Disclosing Party, unless such information is designated in writing as non-confidential or is described below as being excluded from the definition of Confidential Information.  Confidential Information shall expressly include, without limitation, the terms of the Agreement (including fees and other terms), provision of Services, the Software, the Documentation, product plans, business and marketing plans, business models, technology and technical information, product designs, business processes and any information about the Disclosing Party’s customers, clients, affiliates, or licensors. Notwithstanding the foregoing, each party may disclose the existence and terms of the Agreement, in confidence, to a potential purchaser of or successor to any portion of such party’s business resulting from the reorganization, spin-off, or sale of all or a portion of all the assets of any business, division, or group of such party after such party and the potential purchaser or successor have entered into a customary agreement prohibiting disclosure of Confidential Information. Confidential Information shall not include any information that:  (a) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party as demonstrated by documentary evidence and without breach of any obligation owed to the Disclosing Party; (c) was independently developed by the Receiving Party as demonstrated by documentary evidence and without breach of any obligation owed to the Disclosing Party; or (d) is received from a third party without breach of any obligation owed to the Disclosing Party. 

‍WARRANTIES & DISCLAIMERS.Each party represents and warrants that:  (a) it has the legal power to enter into the Agreement; (b) that the signatory to the Agreement has the authority to bind the applicable party; and (c) when executed and delivered, the Agreement will constitute the legal, valid, and binding obligation of such party, enforceable in accordance with its terms.  SalesAi represents and warrants that it shall perform the Services in a professional and workmanlike manner in accordance with generally accepted industry standards.EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, SOFTWARE, AND DOCUMENTATION ARE PROVIDED “AS IS,” “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, AND SALESAI EXPRESSLY DISCLAIMS ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE SERVICES, SOFTWARE, AND DOCUMENTATION WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF PERFORMANCE, ACCURACY, OMISSIONS, NON-INFRINGEMENT, COMPLETENESS, CURRENTNESS OR DELAYS AND ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, THAT ANY DATA STORED WITH SALESAI WILL BE SECURE OR OTHERWISE NOT LOST OR DAMAGED, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE, OR PERFORMANCE OF THE SERVICES, SOFTWARE, OR DOCUMENTATION, NOT CONTAINED IN THE AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY SALESAI. SALESAI SHALL NOT BE RESPONSIBLE OR HAVE ANY LIABILITY FOR THE PROCUREMENT, INSTALLATION, OR MAINTENANCE OF ANY EQUIPMENT ON WHICH THE SERVICES, SOFTWARE, OR DOCUMENTATION ARE ACCESSED. ACCESS TO AND USE OF THE SERVICES IS NOT GUARANTEED.

‍LIMITATIONS OF LIABILITY.  IN NO EVENT SHALL SALESAI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE GREATER OF $100 OR THE AMOUNTS ACTUALLY PAID BY CLIENT TO SALESAI FOR THE SERVICES IN THE THREE (3) MONTHS PRECEDING THE INITIAL INCIDENT GIVING RISE TO LIABILITY. IN NO EVENT SHALL SALESAI, ITS AFFILIATES, OR ANYONE ACTING ON ITS BEHALF HAVE ANY LIABILITY FOR ANY LOST PROFITS OR LOST REVENUE OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES OF ANY KIND OR NATURE HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, WHETHER OR NOT SALESAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NO CLAIM MAY BE BROUGHT BY CLIENT UNDER THE AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF THE CLAIM, WHETHER CLIENT HAD ACTUAL KNOWLEDGE OF THE CLAIM OR SHOULD HAVE KNOWN.

‍NOTICES. All notices under the Agreement shall be in writing. Notices by SalesAi shall be deemed to be given upon SalesAi posting a notice on SalesAi’s website or Software, or upon SalesAi sending an email to the relevant email address associated with Client’s account. Notices by Client shall be addressed to SalesAi’s corporate headquarters and deemed to have been given upon the second business day after mailing. 

‍TERM & TERMINATION; LIQUIDATED DAMAGES; INDEMNIFICATION.10.1 The Term of the Agreement shall be as set forth in the Order Form.10.2 A non-breaching party may terminate the Agreement for cause:  (a) if the breaching party fails to cure a material breach within thirty (30) days following written notice of such material breach; (b) immediately if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors; (c) pursuant to Section 2 herein these Terms & Conditions; or (d) pursuant to Section 16 herein these Terms & Conditions. Upon any termination for cause by Client, SalesAi shall refund Client any prepaid fees covering the remainder of the Term after the date of termination. Termination for cause by Client shall not relieve Client of the obligation to pay all fees accrued and payable to SalesAi prior to the date of termination. Upon a termination for cause by SalesAi other than in connection with Client’s breach related to Intellectual Property or SalesAi’s Confidential Information, Client shall pay SalesAi the Remaining Payment, together with all applicable penalties, fees (including reasonable attorneys’ fees), costs, interest, and expenses, including reasonable collection fees and costs. Upon a termination for cause by SalesAi in connection with Client’s breach related to Intellectual Property or SalesAi’s Confidential Information, SalesAi shall have the right to pursue all remedies at law and/or in equity against Client and to receive from Client all applicable penalties, fees (including reasonable attorneys’ fees), costs, interest, and expenses, including reasonable collection fees and costs. For avoidance of doubt, no occurrence of Downtime (as defined in the SLA) shall amount to a breach of the Agreement. Notwithstanding anything to the contrary, if Client materially breaches the Agreement, SalesAi may, in addition to any of its other rights or remedies, suspend its provision of Services without notice until such breach is cured, without any liability to Client or any other party. SalesAi shall not be obligated to provide any such Services suspended by SalesAi due to such breach, including, without limitation, after the resumption of Services or otherwise, and such Services shall be deemed satisfied in full.10.3 “Remaining Payment” means an amount equal to the sum of:  (a) any unpaid portion of the Platform Fee plus (b) the product of (i) Client’s greatest paid or payable Subscription Fee multiplied by (ii) the number of remaining Subscription Fee payment installments for the then current Initial Term or Renewal Term, as applicable. The parties agree that the Remaining Payment is a reasonable forecast of the probable loss to SalesAi, estimating with exactness the damages which may result in connection with a termination for cause giving rise to the Remaining Payment would be difficult, and this sum is agreed to as liquidated damages and not as a penalty. For purposes of this Section 10.3, Client acknowledges that the Remaining Payment shall be deemed earned as of the commencement of the Initial Term. 10.4 Client shall defend, indemnify, and hold SalesAi, its officers, directors, managers, stockholders, employees, agents, affiliates, licensors, successors, and assigns harmless against any loss, damage, or costs (including reasonable attorneys’ fees) incurred in connection with claims, demands, suits, or proceedings made or brought against SalesAi arising from or related to:  (a) Client’s breach of the Agreement; (b) the acts or omissions of Client and/or its Users, employees, agents, contactors, volunteers, or representatives in connection with installation, operation, access to, and/or use of the Services, Software, or Documentation; (c) the violation, infringement, or misappropriation by Client or any User, employee, agent, contactor, volunteer, or representative of Client of the Intellectual Property or Confidential Information of SalesAi or any Third-Party Provider; or (d) Client’s negligence or willful misconduct.

‍DATA AND CONTACT INFORMATION.Client shall provide SalesAi all (a) message templates, including, without limitation, questions to Client’s customers and potential customers (collectively, “Contacts”) and [answers to Contacts’ questions and guidelines for transfer of conversation to an actual salesperson on behalf of Client which may include personal information and data (“Data”)] and (b) necessary information with respect to the Contacts (the “Contact Information”). The Data and Contact Information will be saved on SalesAi’s servers and will be used by SalesAi in order to provide Client with the Services and development of SalesAi’s artificial intelligence model.Client shall be solely responsible for ensuring that (a) Client has all necessary rights and legal bases to process the Contact’s personal Data, including, without limitation, having obtained all necessary Consents (as defined below) from each of the Contacts to provide SalesAi the Contact Information, to allow SalesAi to contact the Contacts on behalf of Client and to use the Contact Information in the provision of the Services and (b) the Contact Information does not infringe or violate any intellectual property and does not contain any protected information which Client may not disclose in accordance with any applicable law, rule, or regulation. The term “Consent(s)” shall mean a clear affirmative action and unambiguous indication, separate from other terms and conditions, provided by the Contact to Client to the fact that the Contact agrees to provide Client and/or SalesAi with the Contact Information (including the categories of data Client wishes to process) and that the Contact agrees to the process of personal information by SalesAi in accordance with the terms contained in the Agreement (including indicating SalesAi’s identity as performing processes on behalf of Client), which will include the Contact’s right to withdraw the Contact’s Consent and the manner in which the Contact will be able to exercise this right. For the avoidance of doubt, such Consent shall be in compliance with all applicable laws, rules, and regulations. Client shall fully indemnify, defend, and hold harmless SalesAi and its subsidiaries, affiliates, stockholders, agents, suppliers, and Third-Party Providers, and their respective officers, directors, stockholders, and personnel, from and against any claims, suits, hearings, actions, damages, liabilities, fines, penalties, costs, losses, judgments, or expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of the provisions of this Section 11. Notwithstanding anything to the contrary, in the case of an “unsubscribe” request by a Contact (rather than withdrawal of Consent), Client shall notify SalesAi without delay after the receipt of such request and take action to make the identifiable information stored with respect to such Contact anonymized. Client shall be solely responsible for the completeness and accuracy of the Data and Contact Information provided to SalesAi, and SalesAi has no obligation to review the Data or the Contact Information.Client hereby grants SalesAi a license to use the Data and the Contact Information for the provision of the Services during the Term. The Data and the Contact Information shall be held and used in accordance with the privacy policies available at add primary privacy policy and CA policy, as updated from time to time, which are incorporated herein by reference.To the extent that Client is addressing its services to data subjects who, at the time of processing, are in the European Union, the parties agree that SalesAi will process Data and Contact Information only on behalf of and on the instructions of Client, in accordance with the SalesAi Data Processing Addendum found at SalesAi DPA, as updated from time to time, which is incorporated herein by reference.To the extent that Client is considered a “Business” as defined under the California Consumer Privacy Act of 2018 (“CCPA”), Client appoints SalesAi as a Service Provider as defined under the CCPA. The parties agree that SalesAi will process Data and Contact Information only on behalf of and on the instructions of Client, in accordance with SalesAi’s CCPA Data Processing Addendum available at CCPA DPA, as updated from time to time, which is incorporated herein by reference.

‍RESTRICTIONS.  12.1 SalesAi’s third-party product and/or service providers and licensors and other third-party platforms and/or services (the “Third-Party Providers”), if any, may have the right to require that SalesAi restrict, suspend, revoke, or terminate Client’s and/or any User’s right to receive or access all or a portion of the Services.  If SalesAi takes any such action, it will (a) endeavor to use reasonable efforts to provide Client with prior notice and (b) not be liable for any resulting damages Client or any other individual or entity may suffer.12.2 Notwithstanding anything to the contrary, SalesAi may terminate any and all applicable Services or relevant portions thereof provided to Client upon written notice to Client (SalesAi will endeavor to use reasonable efforts to provide Client with as much prior notice as is reasonably practicable under the circumstances) and SalesAi shall not be liable for any resulting damages Client or any other individual or entity may suffer if:SalesAi concludes in good faith that, pursuant to a legal or regulatory reason, including any government interpretation or any actual or threatened litigation, its ability to provide the Services is materially impaired or it can no longer continue to provide such affected part(s) of the Services as a result thereof; orSalesAi’s agreement with any Third-Party Provider is terminated or if any Third-Party Provider or other source of Services (i) discontinues or ceases offering or providing all or a portion of the Services; (ii) terminates SalesAi’s right to receive data, information, products, and/or services; (iii) materially restricts SalesAi’s right to provide Services; or (iv) institutes charges SalesAi deems to be unreasonable for the provision of data, information, products, and/or services to SalesAi or Client.12.3 On receipt of notice from SalesAi that a particular individual or entity should not have access to all or a portion of the Services, Client shall immediately discontinue such individual’s or entity’s access to the applicable Services. If, at any time, Client becomes aware that any individual or entity has access to any of the Services, despite not having been appropriately permissioned by SalesAi, Client shall immediately discontinue such individual’s or entity’s access to the applicable Services and shall promptly notify SalesAi in writing of such discontinuance.12.4 Client shall not (a) allow third parties or develop methods for third parties to use the Services; (b) except as provided by applicable law, decompile, disassemble, or reverse engineer the Software, in whole or in part, and Client shall not attempt to obtain in any other manner any Software source code, and shall not carry out any action to the detriment of any intellectual property rights of SalesAi or any Third-Party Provider; (c) make copies, execute, publish, or reproduce Software or Documentation, unless expressly authorized in the Agreement (and all copies must maintain all copyright notices); (d) develop any derivative works or any type of software program based on the Software, the Documentation, or any other Confidential Information; (e) make available, reveal, disclose, or offer the Software to third parties or allow the use of the Software by third parties, without the prior written consent of SalesAi; (f) alter or modify the Software without the prior written consent of SalesAi; (g) reject, avoid, elude, remove, deactivate, or evade, in any way, any protection mechanism of the Software, including, without limitation, any mechanism used to restrict or control Software functions; (h) provide or offer access to any third party to any restricted online access keys or authentication passwords provided by SalesAi in connection with the Software; or (i) disclose to any third party any benchmarking or comparative study involving the Software or Documentation. 

‍COMPLIANCE WITH THIRD-PARTY REQUIREMENTS.  13.1 Client’s and any User’s access to and use of the Services is not guaranteed and may require Client and/or Users to comply with requirements, conditions, and/or additional terms imposed by Third-Party Providers. SalesAi’s obligation to provide Services to Client and/or a User and Client’s and/or User’s use of such Services shall be subject to, as may be required, Client and User remaining in compliance with any applicable requirements, conditions, or additional terms imposed by Third-Party Providers. SalesAi shall not be liable for any delay in or failure to provide Services to the extent caused by (a) Client’s and/or any User’s failure to have been or be in compliance with a Third-Party Provider’s requirements, conditions, or additional terms or (b) SalesAi’s compliance with any instruction given by a Third-Party Provider to deny Client and/or any User access to any of the Services. Further, Client acknowledges that since certain functions of the Services may be dependent on the integration with a Third-Party Provider’s platforms and/or services, SalesAi shall not be responsible in any way for any interruption in the performance of the Services which occurs as a result of: (i) any change or modification made in such Third-Party Provider’s platform/product and/or technical problem caused to such Third Party Provider’s web based platform/product or (ii) the impediment of access to such Third-Party Provider’s web based platform/product by SalesAi.13.2 Any delay in, interruption of, and/or suspension of access to, disclosure of, providing, and/or use of the Services in connection with or related to the provisions of this Section 13 shall not relieve Client of its payment obligations for the Services.CHANGES.  SalesAi and/or a Third-Party Provider, in its/their sole discretion and without liability to Client or any third party, may from time to time: (a) change or alter any aspect of the Services; (b) make enhancements, updates, and upgrades to the Services deemed necessary or desirable; (c) cease or suspend disseminating or distributing all or any part of the Services; (d) make changes in the titles, names, format, features, functions, process, organization, or content of the Services or a portion thereof; and/or (e) discontinue or alter the existing methods and/or manner of disseminating the Services (collectively, “Changes”). Client shall comply with such Changes. SalesAi shall endeavor to use reasonable efforts to provide Client with notice of any material Changes unless a malfunction in SalesAi’s system requires otherwise or circumstances preclude notice.

‍RESERVATION OF RIGHTS.  SalesAi and the Third-Party Providers reserve all rights, licenses, and permissions in and to the Services, Software, and Documentation other than those limited rights explicitly provided to Client in accordance with the Agreement.

‍REVIEW OF USE.  SalesAi may review Client’s and any User’s use of the Services and determine in SalesAi’s sole discretion whether the manner of use is prohibited. Upon any determination that a particular use is prohibited, Client shall promptly cause such prohibited use to terminate within twenty-four (24) hours of receipt of notice from SalesAi that such use is prohibited (the “Use Cure Period”). In the event Client fails to cure such prohibited use within the Use Cure Period and notwithstanding anything herein to the contrary, SalesAi shall have the right to terminate the Agreement immediately for cause. For purposes of this Section 16 only, and notwithstanding anything to the contrary, notice shall be deemed to have been given by SalesAi upon SalesAi’s receipt of an electronically generated delivery receipt after sending such notice to Client via email. 

‍REDISTRIBUTION.  Client shall not redistribute any Services, Software, or Documentation, or otherwise make Services, Software, or Documentation available, to any individual or entity other than as the Agreement permits.

‍FORCE MAJEURE. Notwithstanding anything to the contrary, if SalesAi is rendered unable, wholly or in part, by Force Majeure to carry out its obligations under the Agreement, SalesAi shall give Client prompt written notice of the Force Majeure with reasonably full particulars concerning it. Thereupon the obligations of SalesAi, so far as they are affected by the Force Majeure, shall be suspended during, but no longer than, the continuance of the Force Majeure without liability to Client or any other party. SalesAi shall use all reasonable diligence to remove the Force Majeure as quickly as possible. The term “Force Majeure” shall, without limitation, mean an act of God, strike, lockout or other industrial disturbance, act of the public enemy, war, pandemic, blockage, public riot, lightning, fire, storm, flood, failure of utilities, failure of Internet colocation facilities or other Internet failure, any unauthorized server or computer violation or other security violation, explosion, governmental restraint or order, or any other cause, whether of the kind specifically enumerated above or otherwise, which is not reasonably within the control of SalesAi.

‍SURVIVAL.  Any provision of the Agreement that, by its nature, would survive termination of the Agreement, shall survive any such termination of the Agreement, including, without limitation, Sections 2, 4, 6, 7, 8, 10, 15, 17, 19, and 20 of these Terms & Conditions.

‍GENERAL PROVISIONS.  The parties are strictly and solely independent contractors. There are no third-party beneficiaries to the Agreement. No failure or delay by either party in exercising any right under the Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity. The provisions of the Agreement, including the provisions herein these Terms & Conditions, are severable and the unenforceability of any provision shall not affect the validity or enforceability of such other provisions. Client may not assign the Agreement, including by operation of law, without the prior written consent of SalesAi. The Agreement shall be governed exclusively by the internal laws of the State of Delaware, without regard to conflicts of laws rules (including Delaware’s). Any claims relating to the Agreement shall be brought in state or federal courts located in Marion County, Indiana, and each party hereby consents to the exclusive personal and subject matter jurisdiction of such courts. Each party affirmatively opts out of all applicable international treaties or agreements related to governing law, jurisdiction, or venue (including the UN Convention on Contracts for the International Sale of Goods) that would result in governing law, jurisdiction, or venue being other than as stated herein. Each party also waives any right to a jury trial in connection with the Agreement. If either party hereto resorts to legal action for the redress of a breach of the Agreement, the prevailing party shall be entitled to an award of all costs and reasonable attorneys’ fees. The Agreement constitutes the entire agreement between the parties with respect to its subject matter, supersedes all prior agreements, whether written or oral, and supersedes and merges all prior discussions between the parties. No modification, amendment, or waiver of any provision of the Agreement shall be effective unless in writing and signed by both parties. The language used in the Agreement shall be deemed to be language chosen by both parties to express their mutual intent, and no rule of strict construction against either party shall apply to rights granted or to any term or condition of the Agreement. The Agreement may be executed in counterparts, which taken together shall form one legal instrument. Delivery of an executed counterpart signature page of the Agreement by electronic transmission shall be effective as delivery of a manually executed counterpart of the Agreement.