Terms of Service
Last Updated: March 24, 2021
Please read this the Terms of Service carefully as its terms limit the liability of Sales Innovator, LLC and includes a binding arbitration clause. You must agree to the terms of this Agreement to access and use the Sales Innovator service. These Terms of Service will be binding upon electronic acceptance by you or an authorized representative at your organization.
Welcome, and thank you for your interest in Sales Innovator. ("Sales Innovator," "Sales Innovator," "we," or "us") and our website at salesinnovator.com, along with our related websites, networks, applications, mobile applications, and other services provided by us (collectively, the "Service"). These Terms of Service are a legally binding contract between you and Sales Innovator, LLC regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY
Except for certain kinds of disputes described in Section 16, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND Sales Innovator ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 16).
1. Sales Innovator Service Overview
The Service provides a sales outreach and email automation tool that enables users to send emails through email providers at a scheduled time and other design, landing page, and analytics tools to bolster users' sales and marketing digital efforts.
You must be at least  years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least  years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of the Service is in compliance with any and all applicable laws and regulations. If you are an entity, organization, or company, the individual accepting these Terms on your behalf represents and warrants that they have authority to bind you to these Terms and references to you herein (and all of your obligations hereunder) will refer to such entity and any individual using the Service on such entity's behalf.
3. Accounts and Registration
To access most features of the Service, you must register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your name, email address, or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to provide a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. If you believe that your account is no longer secure, then you must immediately notify us at firstname.lastname@example.org.
4. General Payment Terms
Premium features of the Service will require you to pay fees upon registering for the applicable premium service. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. Dollars and are non-refundable. Fees vary based on the plan, with different pricing schemes for individual users and organizations.
Sales Innovator reserves the right to determine pricing for the Service. Sales Innovator will make reasonable efforts to keep pricing information published on the website up to date. We encourage you to check our website periodically for current pricing information, located here: https://salesinnovator.com/pricing. Sales Innovator may change the fees for any feature of the Service, including additional fees or charges, if Sales Innovator gives you advance notice of changes before they apply. Sales Innovator, at its sole discretion, may make promotional offers with different features and different pricing to any of Sales Innovator's customers. These promotional offers, unless made to you, will not apply to your offer or these Terms.
You authorize Sales Innovator to charge all sums for the orders that you make and any level of Service you select as described in these Terms or published by Sales Innovator, to the payment method specified in your account. If you pay any fees with a credit card, Sales Innovator may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.
4.3 Subscription Service and Cancellation Policy
The Service may include automatically recurring payments for periodic charges ("Subscription Service"). If you activate a Subscription Service, you authorize Sales Innovator to periodically charge for the accrued sums until: a) cancellation of either the recurring payments or your account, or b) all accrued sums on or before the payment due date are paid. The "Subscription Billing Date" is the date when you purchase your first subscription to the Service. For information on the "Subscription Fee", please see our Pricing page. Your account will be charged automatically on the Subscription Billing Date all applicable fees for the next subscription period. The subscription will continue unless and until you cancel your subscription or we terminate it. You must cancel your subscription before it renews in order to avoid billing of the next periodic Subscription Fee to your account. We will bill the periodic Subscription Fee to the payment method you provide to us during registration (or to a different payment method if you change your payment information). You may cancel the Subscription Service by accessing your account settings or by contacting us at: email@example.com.
4.4 Subscription Plan Billing
Each service plan is billed according to a defined limit on the number of emails that can be sent in any given month or shared link views in a given month. Any unused email or shared link views from the prior month will not carryover and will be lost. If you have gone over your plan's number of emails or shared link views, storage, or landing pages you can upgrade to a new plan. Emails will stop sending until you upgrade. Once you have reached our largest plan you can individually buy more emails & share link views, and storage. You can upgrade at any time by going to settings and then billing.
4.5 Delinquent Accounts
Sales Innovator may suspend or terminate access to the Service for any account for which any amount is due but unpaid. In addition to the
amount due for the Service, a delinquent account will be charged with fees or charges that are incidental to any chargeback or collection of any the unpaid amount, including collection fees.
5.1 Permission to Use
Subject to your complete and ongoing compliance with these Terms, Sales Innovator grants you limited, non-transferable, non-sublicensable, revocable permission to access and use the Service for your personal, internal use during the Term at the level of service for which you have paid all applicable Fees.
Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service ("Feedback"), then you hereby grant Sales Innovator an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Service and create other products and services.
6. Ownership; Proprietary Rights
The Service is owned and operated by Sales Innovator. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, templates, and all other elements of the Service ("Materials") provided by Sales Innovator are protected by intellectual property and other laws. All Materials included in the Service are the property of Sales Innovator or its third party licensors. Except as expressly authorized by Sales Innovator, you may not make use of the Materials. Sales Innovator reserves all rights to the Materials not granted expressly in these Terms.
7. Third Party Terms
7.1 Third Party Services and Linked Websites
Sales Innovator provides tools through the Service that enable you to import and export information, including User Content, to and from third party services, including through features that allow you to link your account on Sales Innovator with an account on a third party social network service or email provider, such as Twitter, Facebook, Gmail, and Office 360. By using one of these tools, you agree that Sales Innovator may transfer that information to and from the applicable third party service. Third party services are not under Sales Innovator's control, and Sales Innovator is not responsible for any third party service's use of your exported information. The Service may also contain links to third party websites. Linked websites are not under Sales Innovator's control, and Sales Innovator is not responsible for their content.
7.2 Third Party Software
The Service may include or incorporate third party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components ("Third Party Components"). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtaining Third Party Components under the applicable third party licenses or to limit your use of Third Party Components under those third party licenses.
8. User Content
8.1 User Content Generally
Certain features of the Service may permit users to upload content to the Service, including articles, social media posts and other content which may be comprised of messages, reviews, audio, pdf, photos, video, images, data, text, and other types of works ("User Content") and to publish User Content on the Service. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Service. Nevertheless, we need certain permission from you in order to provide the Service.
8.2 Limited License Grant to Sales Innovator
By providing User Content to or via the Service, you grant Sales Innovator a worldwide, non-exclusive, royalty-free, fully paid right and license (with the right to sublicense) to host, store, transfer, display, perform, reproduce, modify for the purpose of formatting for display, and distribute your User Content, in whole or in part, in any media formats and through any media channels now known or hereafter developed.
8.3 Limited License Grant to Other Users
By providing User Content to or via the Service to other users of the Service, you grant those users a non-exclusive license to access and use that User Content as permitted by these Terms and the functionality of the Service.
8.4 User Content Representations and Warranties
Sales Innovator disclaims any and all liability in connection with User Content. You are solely responsible for your User Content and the consequences of providing User Content via the Service. By providing User Content via the Service, you affirm, represent, and warrant that:
a) you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Sales Innovator and users of the Service to use and distribute your User Content as necessary to exercise the licenses granted by you in this Section, in the manner contemplated by Sales Innovator, the Service, and these Terms;
b) your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person; or (iii) cause Sales Innovator to violate any law or regulation; and
c) your User Content could not be deemed by a reasonable person to be objectionable, profane, indecent, pornographic, harassing, threatening, embarrassing, hateful, or otherwise inappropriate.
d) your User Content does not and will not contain Hateful Content, a Threat of Physical Harm, or Harassment
The following serves as a guide to help illustrate generally the types of content that fall within the scope of Sales Innovator's policy on Hateful Content, Threats of Physical Harm, and Harassment, but is not exhaustive. This Section 8.4(d) does not limit any of our other rights or remedies provided herein. For the avoidance of doubt, your User Content may not include, and Sales Innovator may remove or refuse to publish or promote any User Content that violates the terms or policies of any third party platform with which Sales Innovator's Services integrate or interoperate.
Hateful Content includes:
Any statement, image, photograph, or other content that in our sole judgment could be reasonably perceived to harm, threaten, demean, promote the harassment of, promote the intimidation of, or promote the abuse of others for any reason, including by reason of race, gender or gender identity, national origin, sexual orientation, religion, or otherwise.
A Threat of Physical Harm includes:
Any statement, photograph, advertisement, or other content that in our sole judgment could be reasonably perceived to threaten, advocate, or incite physical harm to or violence against others, including references to current or historical figures or groups that are known for purporting such content, such as the Ku Klux Klan, Nazi Party, and the like.
Revealing someone's personal information, also known as "doxxing".
Online stalking, and bullying.
Wishes for physical harm directed at a person or persons.
Incitement of others to any of the previous items.
We reserve the right to suspend or terminate accounts and remove individual posts which contain Hateful Content, a Threat of Physical Harm, or Harassment.
We also may suspend or terminate your account if we determine, in our sole discretion, that you are either:
An organization which has publicly stated or acknowledged that its goals, objectives, positions, or founding tenets include statements or principles that could be reasonably perceived to advocate, encourage, or sponsor Hateful Content, Harassment, or A Threat of Physical Harm.
A person or organization that has acted in such a way as could be reasonably perceived to support, condone, encourage, or represent Hateful Content, Harassment, or A Threat of Physical Harm.
Notwithstanding the foregoing, we reserve the right to screen, remove, edit, or block any User Content we find in violation of the Terms or that we find, in our sole discretion to be otherwise objectionable, at our sole discretion.
8.5 User Content Disclaimer
We are under no obligation to edit or control User Content that you or other users post or publish, and will not be in any way responsible or liable for User Content. Sales Innovator may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Service you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Sales Innovator with respect to User Content. If notified by a user or content owner that User Content allegedly does not conform to these Terms, we may investigate the allegation and determine in our sole discretion whether to remove the User Content, which we reserve the right to do at any time and without notice. For clarity, Sales Innovator does not permit copyright-infringing activities on the Service.
8.6 Monitoring Content
9. Prohibited Conduct
BY USING THE SERVICE YOU AGREE NOT TO:
use the Service for any illegal purpose or in violation of any local, state, national, or international law;
violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third party intellectual property right;
interfere with security-related features of the Service, including by: (i) disabling or circumventing features that prevent or limit use or copying of any content; (ii) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law; or (iii) hacking, password "mining" or using any other illegitimate means of interference;
modify or create derivatives of any part of the Service;
interfere with the operation of the Service or any user's enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service; (iii) collecting personal information about another user or third party without consent; or (iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
take action that imposes an unreasonable or disproportionately large load on the infrastructure of the Service of Sales Innovator's systems or networks, or any systems or networks connected to the Service or Sales Innovator;
sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 6) or any right or ability to view, access, or use any Materials; or attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9.
Probe, scan, or test the vulnerability of any Materials, services, systems, networks, servers, or accounts related to the Site or attempt to gain unauthorized access to Materials, services, systems, networks, servers, or accounts connected or associated with the Site through hacking, password, or data mining, or any other means of circumventing any access-limiting, user authentication, or security device of any Materials, services, systems, networks, servers, or accounts related to the Site.
Misuse of this site will result in prosecution to the maximum extent permitted under state, Federal and international law.
Sales Innovator reserves the right to refuse service to users, and any conduct by you that in Sales Innovator’s discretion restricts or inhibits any other user from using or enjoying the web site and/or service will not be permitted.
10. Digital Millennium Copyright Act
10.1 DMCA Notification
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about material posted on the Service, you may contact our Designated Agent at the following address:
Sales Innovator, LLC
51 N. Hidden Valley Rd, Rexburg, ID 83440
Any notice alleging that materials hosted by or distributed through the Service infringe intellectual property rights must include the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
a description of the copyrighted work or other intellectual property that you claim has been infringed;
a description of the material that you claim is infringing and where it is located on the Service;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the use of the materials on the Service of which you are complaining is not authorized by the copyright owner, its agent, or the law; and
a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
10.2 Repeat Infringers
It is Sales Innovator's policy to promptly terminate the accounts of users that are determined by Sales Innovator to be repeat infringers.
11.Privacy and Protection of Personal Information
If you are a Customer and the Services involve the processing of personal data which is subject to the General Data Protection Regulation (EU) 2016/679, the “GDPR”, Sales Innovator is a processor and you are the controller in relation to such personal data (as defined in the GDPR), which is processed pursuant to this Agreement.
You retain control over the content of the information you submit through our Services, and as such the types of personal data that are subject to processing cannot be categorized by Sales Innovator in these terms and conditions. It is assumed such personal data may include all categories of personal data relating to customer’s, or its customer’s own clients, customers, suppliers, employees, other personnel and/or other data subjects.
As processor, Sales Innovator shall, in relation to personal data (as defined in the GDPR) provided by you or generated arising from the performance of the Services under this Agreement:
11.1 Process such personal data in accordance with these terms and conditions and otherwise comply with your documented (including email) instructions in connection with such processing. Where such instructions are provided orally, we shall keep a record of these. If at any point, Sales Innovator becomes unable to comply with your instructions regarding the processing of personal data (whether as a result of a change in applicable law, or a change in your instructions, or for any other reason), Sales Innovator shall promptly:
a) Notify you of such inability, to the extent permitted by applicable law; and
b) Cease all processing of the affected personal data (other than merely storing and maintaining the security of the affected personal data) until such time as you issue new instructions with which Sales Innovator is able to comply.
11.2 Ensure personal data are kept confidential;
a) Take reasonable steps to ensure the reliability and trustworthiness of Sales Innovator's personnel and any subprocessors, and
b) Take reasonable steps to ensure that all relevant Sales Innovator personnel, and any relevant subprocessors, have committed themselves to ensuring the confidentiality of all personal data that they process;
11.3. Ensure that, in each instance in which Sales Innovator engages a subprocessor, it shall notify you and :
a) Allow you a reasonable opportunity to object to the appointment of that subprocessor (and your authorisation is deemed to be granted if you do not object within thirty (30) days of being notified of the proposed subprocessor); and
b) Enter into a binding written agreement with the subprocessor that imposes on the subprocessor the same obligations that apply to Sales Innovator under this Agreement with respect to the processing of personal data; subject to compliance with the foregoing, you hereby generally authorize Sales Innovator to engage sub-processors in relation to the Services.
11.4. At your request and sole expense, promptly provide you with all reasonable technical and organizational assistance (taking into account the nature and functionality of the Services) necessary to respond appropriately to requests from individuals to exercise their rights under the GDPR;
11.5. At your request and sole expense, promptly provide you with all reasonable assistance necessary to enable you to: (i) notify relevant breaches of the GDPR to the relevant authorities and/or affected individuals; (ii) conduct data protection impact assessments, where required; and (iii) obtain any necessary authorizations from any relevant regulatory authorities;
11.7. At your request and sole expense:
a) Promptly provide you with all information necessary to enable you to demonstrate compliance with your obligations under the GDPR, to the extent that Sales Innovator is able to provide such information; and
b) Allow for and contribute to audits, including inspections, conducted by you your auditors or appointees, provided that such audit shall be during regular business hours, with reasonable advance notice to Sales Innovator and subject to reasonable confidentiality procedures. Before the commencement of any such audit, the parties shall mutually agree upon the scope, timing, and duration of the audit. You may not audit Sales Innovator more than once annually.
11.8. Notify you without undue delay in the event of:
a)Becoming aware of any personal data breach; or
b) Receipt of any correspondence or communication from any individual, regulatory authority or third party regarding the processing of personal data; and
11.9. Apply appropriate technical and security measures to protect any such personal data against unauthorised or unlawful processing and against accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to such personal data.
12. Modification of these Terms
We reserve the right to change these Terms at any time. Please check these Terms periodically for changes. Modifications will become effective upon the earlier of (a) your acceptance of the modified Terms, (b) your use of the Service with actual knowledge of the modified Terms, or (c) thirty (30) days following our publication of the modified Terms through the Service. Except as expressly permitted in this Section 11, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
13. Term, Termination, and Modification of the Service
These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described in Section 12.2.
If you violate any provision of these Terms or SPAM guidance described by the FTC here: https://www.ftc.gov/tips-advice/business-center/guidance/can-spam-act-compliance-guide-business , your authorization to access the Service and these Terms automatically terminate. In addition, Sales Innovator may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice.
You may terminate your account and these Terms at any time as provided in Section 4.3 or by contacting customer service at firstname.lastname@example.org.
13.3 Effect of Termination
Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Sales Innovator any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 5.3, 6, 12.3, 13, 14, 15, 16 and 17 will survive.
13.4 Modification of the Service
Sales Innovator reserves the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service), temporarily or permanently, without notice to you. Sales Innovator will have no liability for any change to the Service or any suspension or termination of your access to or use of the Service. Premium service fees are not refundable.
You are responsible for your use of the Service, and you will defend and indemnify Sales Innovator and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the "Sales Innovator Entities") from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or connected with: (a) your use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
15. Disclaimers; No Warranties
THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED "AS IS" AND ON AN "AS AVAILABLE" BASIS. Sales Innovator DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. Sales InnovatorDOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND Sales Innovator DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR Sales Innovator ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE Sales Innovator ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARE NOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OF DATA, INCLUDING USER CONTENT.
HOWEVER, Sales Innovator DOES NOT DISCLAIM ANY WARRANTY OR OTHER RIGHT THAT Sales Innovator IS PROHIBITED FROM DISCLAIMING UNDER APPLICABLE LAW.
16. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE Sales Innovator ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY Sales Innovator ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
EXCEPT AS PROVIDED IN SECTION 16.4(iii) AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE Sales Innovator ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (A) THE AMOUNT YOU HAVE PAID TO Sales Innovator FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO CLAIM; OR (B) $100.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 15 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
17. Dispute Resolution and Arbitration
In the interest of resolving disputes between you and Sales Innovator in the most expedient and cost-effective manner, and except as described in Section 16.2, you and Sales Innovator agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND Sales Innovator ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Despite the provisions of Section 16.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Any arbitration between you and Sales Innovator will be settled under the Federal Arbitration Act and administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (collectively, "AAA Rules") as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Sales Innovator. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
17.4 Notice of Arbitration; Process
A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if that other party has not provided a current physical address, then by electronic mail ("Notice of Arbitration"). Sales Innovator's address for Notice is: Sales Innovator, LLC, 51 N. Hidden Valley Rd, Rexburg ID 83440. The Notice of Arbitration must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice of Arbitration is received, you or Sales Innovator may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Sales Innovator must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, Sales Innovator will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Sales Innovator in settlement of the dispute prior to the arbitrator's award; or (iii) $10,000.
If you commence arbitration in accordance with these Terms, Sales Innovator will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Madison County, Idaho, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Sales Innovator for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator's ruling on the merits.
17.6 No Class Actions
YOU AND Sales Innovator AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Sales Innovator agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.
17.7 Modifications to this Arbitration Provision
If Sales Innovator makes any future change to this arbitration provision, other than a change to Sales Innovator's address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Sales Innovator's address for Notice of Arbitration, in which case your account with Sales Innovator will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
If Section 16.6 is found to be unenforceable or if the entirety of this Section 16 is found to be unenforceable, then the entirety of this Section 16 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Section 17.1 will govern any action arising out of or related to these Terms.
18. General Terms
18.1 Governing Law
These Terms are governed by the laws of the State of Idaho without regard to conflict of law principles. You and Sales Innovator submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Madison County, Idaho for resolution of any lawsuit or court proceeding permitted under these Terms.
18.2 Consent to Electronic Communications
18.3 Contact Information
The Service is offered by Sales Innovator, LLC. located at 51 N Hidden Valley Rd, Rexburg, ID 83440. You may contact us by sending correspondence to that address or by emailing us at email@example.com. You can access a copy of these Terms by clicking here: salesinnovator.com/terms-of-service
18.4 International Use
Access to the Service from countries or territories or by individuals where such access is illegal is prohibited.
Sales Innovator provides and operates the Platform from its facilities in the United States. If Customer accesses the Platform from outside of the United States, Customer does so at its own risk, thereby expressly consent to the transfer of its User and Visitor Data and its Content to the United States and is solely responsible for compliance with applicable laws including intellectual property laws, unsolicited communications laws, competition laws, advertising laws, obscenity, privacy and publicity laws, and laws governing export and import.