These Terms of Service for SaaS (the “Terms”), are entered into as of the date of your acceptance (the “Effective Date”), between SalesHood, Inc. (hereinafter, “SalesHood”) with its principal address at 595 Pacific Avenue, Suite 120, CA 94133 and you (“Customer”). If you are entering into this Agreement on behalf of an organization or entity, “Customer” refers to that organization or entity. Each of Customer and SalesHood will be referred to individually as a “Party” or collectively as the “Parties” in these Terms). By using clicking “accept” or otherwise using the software to which these terms are attached, linked, or referenced, you hereby accept these Terms. If you have entered into a separate SaaS Subscription Agreement with SalesHood as an enterprise customer, the terms and conditions of that separate agreement supersede these Terms and will govern you and your employee’s use of applicable SalesHood products and services.

BY ACCEPTING THESE TERMS, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS:

1. License Grant and Restrictions

SalesHood hereby grants Customer a nonexclusive, nontransferable, worldwide right to use the SaaS Service, solely for Customer’s own internal business purposes, subject to these Terms. All rights not expressly granted to Customer are reserved by SalesHood.

Customer may use the SaaS Service only for Customer’s internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or violative of third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (iv) intentionally interfere with or disrupt the integrity or performance of the SaaS Service or the data contained therein; or (v) attempt to gain unauthorized access to the SaaS Service or its related systems or networks.

2. Customer Responsibilities

Customer is responsible for all activity occurring under Customer’s User accounts and shall abide by all applicable local, state, national, and foreign, laws, treaties and regulations in connection with Customer’s use of the SaaS Service, including those related to data privacy, international communications, and the transmission of technical or personal data. Customer shall: (i) notify SalesHood within a reasonable amount of time of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to SalesHood within a reasonable amount of time and use reasonable efforts to stop any copying or distribution of SalesHood-Provided Content that is known or suspected by Customer or Customer Users; and (iii) not impersonate another SalesHood user or provide false identity information to gain access to or use the SaaS Service.

3. Account Information and Data

SalesHood does not own any Customer Data. Customer owns the Customer Data. Customer, not SalesHood, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. The Customer is responsible for any Customer Data which is downloaded by Customer’s Users.

4. Intellectual Property Ownership

SalesHood shall exclusively own all right, title, and interest, including all related Intellectual Property Rights, in and to the SalesHood Technology, the SalesHood-Provided Content and the SaaS Service. These Terms do not constitute a sale and do not convey to Customer any rights of ownership in or related to the SaaS Service, the SalesHood Technology or the Intellectual Property Rights owned by SalesHood.

Customer-Created Content is the property of the Customer. Customer shall exclusively own all right, title, and interest, including all related Intellectual Property Rights, in Customer-Created Content. The Customer warrants that any electronic data uploaded to the SaaS Service by the Customer are the Customer’s property or that the Customer has a legal right to use this data. The Customer agrees that SalesHood can access and use any Customer-Created Content for the purpose of providing the Customer with technical support, training, or quality assurance for Customer only.

5. Privacy

SalesHood agrees to keep Customer Data in accordance with its privacy policy, as may be updated from time-to-time, available here: https://saleshood.com/privacy-policy/

6. Term and Termination

These Terms commence upon the Effective Date and terminate when terminated by SalesHood or Customer in accordance with these Terms. SalesHood may terminate these Terms immediately at any time, with or without cause, upon notice to Customer. Customer may terminate these Terms at any time by written notice to SalesHood, which may be via e-mail. Upon any termination of these Terms, Customer must immediately cease all use of the SaaS Service and must return to SalesHood and SalesHood confidential information in its possession. Sections 8, 9, 11, and 15 will survive any termination or expiration of these Terms.

7. Suspension of Services

The SaaS Service may be suspended if Customer is in any breach of these Terms. Customer agrees and acknowledges that SalesHood has no obligation to retain Customer Data following any termination or suspension and that such Customer Data may be irretrievably deleted.

8. Indemnification

Customer shall indemnify and hold SalesHood and its affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Customer Data or Customer-Created Content directly infringes a copyright, a U.S. patent, or a trademark of a third party or (ii) Customer’s breach of any provision of these Terms.; provided in any such case that SalesHood (a) gives written notice of the claim promptly to Customer; (b) gives Customer sole control of the defense and settlement of the claim (provided that Customer may not settle or defend any claim unless Customer unconditionally release SalesHood of all liability and such settlement does not affect SalesHood’s business or services); (c) provides to Customer all available information and assistance; and (d) has not compromised or settled such claim.

9. Disclaimer of Warranties

THE SAAS SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. WITHOUT LIMITING THE FOREGOING, SALESHOOD MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. SALESHOOD DOES NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY CUSTOMER THROUGH THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS OR EXPECTATIONS; OR (E) ERRORS OR DEFECTS WILL BE CORRECTED. THE SERVICE AND ALL CONTENT IS PROVIDED TO CUSTOMER STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY SALESHOOD AND ITS LICENSORS.

10. Internet Delays

SALESHOOD’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SALESHOOD IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

11. Limitation of Liability

IN NO EVENT SHALL SALESHOOD AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF SALESHOOD OR SALESHOOD’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL SALESHOOD’S AGGREGATE LIABILITY EXCEED THE GREATER OF (I) THE AMOUNTS ACTUALLY PAID BY CUSTOMER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM; or (II) $100.00 USD.

12. Local Laws and Export Control

SalesHood provides services and uses software and technology that may be subject to U.S. export controls administered by the U.S. Department of Commerce, the U.S. Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of Switzerland and the European Union. Customer acknowledges and agrees that the software and Services shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries which the United States, Switzerland, and/or the European Union maintains an embargo (collectively, “Embargoed Countries”), or to or by a national or resident thereof, or any person or entity on the U.S. Department of Treasury’s List of Specially Designated Nationals or the U.S. Department of Commerce’s Table of Denial Orders (collectively, “Designated Nationals”). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the SaaS Service, Customer represents and warrants that Customer is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Customer agrees to comply strictly with all U.S., Swiss, and European Union export laws and assume sole responsibility for obtaining licenses to export or re-export as may be required.

SalesHood makes no representation that the SaaS Service is appropriate or available for use in other locations. Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the SalesHood-Provided Content contrary to U.S., Swiss, or European Union (including European Union Member States) law is prohibited. None of the SalesHood-Provided Content, nor any information acquired through the use of the SaaS Service, is or will be used for nuclear activities, chemical, or biological weapons, or missile projects, unless specifically authorized by the U.S. government or appropriate European body for such purposes.

13. Notice

Customer may give notice by written communication sent by first class mail or pre-paid post to the SalesHood’s principal address listed above or by such other method authorized by SalesHood in writing. SalesHood may give notice to Customer by e-mail to the address provided by Customer when registering for the SaaS Service.

Such notice shall be deemed to have been given when received by the other Party.

14. Assignment; Change in Control

These Terms may not be assigned by either party without the prior written approval of the other Party unless the assignment is to (i) a parent or subsidiary of the assigning Party, (ii) an acquirer of all or substantially all of the assets or stock of the assigning Party, or (iii) a successor by merger to the assigning Party. Any purported assignment in violation of this section shall be void.

15. General

These Terms shall be governed by California law and controlling U.S. federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims, or causes of action arising out of or in connection with these Terms or the SaaS Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California.

No text or information set forth on any other purchase order, preprinted form, or document shall add to or vary the provisions of these Terms. If any provision of these Terms is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Customer and SalesHood as a result of these Terms or use of the SaaS Service. The failure of a Party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such Party in writing. These Terms comprise the entire agreement between Customer and SalesHood and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein.

16. Definitions

As used in these Terms, the following terms shall have the following meaning:

“Customer-Created Content” means the audio and visual information, and documents created by the Customer using the SaaS Service.

“Customer Data” means any data, information, or material provided or submitted by Customer to the SaaS Service in the course of using the SaaS Service.

“Intellectual Property Rights” means any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“SaaS Service(s)” means the online service provided by SalesHood at https://saleshood.com/ and provided to the Customer by SalesHood, to which the Customer is being granted access under these Terms, including the SalesHood Technology and SalesHood-Provided Content.

“User(s)” means Customer employees, representatives, consultants, contractors, or agents who are authorized to use the SaaS Service and have been supplied user identifications and passwords by Customer (or by SalesHood at Customer’s request).

“SalesHood-Provided Content” means the audio and visual information, documents, software, products, and services created by the SalesHood and contained or made available to Customer in the course of using the SaaS Service.

“SalesHood Technology” means all of SalesHood’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to Customer by SalesHood in providing the SaaS Service.