Last Updated: January 19, 2023
EXCEPT FOR CERTAIN KINDS OF DISPUTES DESCRIBED IN SECTION 17, 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 THESE TERMS (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 17).
1. ELIGIBILITY AND REGISTRATION FOR ACCOUNT
You must have reached the age of majority in the jurisdiction where you live in order to use the Platform. By agreeing to these Terms, you represent and warrant to us that: (a) you have reached the age of majority in the jurisdiction where you reside; (b) you have not previously been suspended or removed from the Platform; and (c) your registration and your use of the Platform is in compliance with any and all applicable laws and regulations. If you agree to these Terms on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that event, "you," "your," or “user” will refer and apply to that entity.
1.2 Registration for an Account
To access most features of the Platform, 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 email@example.com.
2. LICENCE TO USE & RESTRICTED USES OF PLATFORM
License. Subject to the terms and conditions of these Terms, Sales Innovator grants you a worldwide, non-transferable, non-exclusive, and revocable license of the right to use the Platform.
Restricted Uses. The right granted to you in the present Terms is subject to the following restrictions. By using the Platform you agree not to:
use the Platform 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 Platform, 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 Platform 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 Platform;
interfere with the operation of the Platform or any user's enjoyment of the Platform, 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 Platform; (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 Platform;
perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Platform 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 Platform of Sales Innovator's systems or networks, or any systems or networks connected to the Platform or Sales Innovator;
sell or otherwise transfer the access granted under these Terms;
probe, scan, or test the vulnerability of any Materials, services, systems, networks, servers, or accounts related to the Platform or attempt to gain unauthorized access to the Platform, Materials, services, systems, networks, servers, or accounts connected or associated with the Platform through hacking, password, or data mining, or any other means of circumventing any access-limiting, user authentication, or security device of the Platform, Materials, services, systems, networks, servers, or accounts related to the Platform.
Misuse of the Platform will result in prosecution to the maximum extent permitted under state, federal and international law.
3. USER CONTENT
3.1 User Content Generally
Certain features of the Platform may permit users to upload content to the Platform, including articles, social media posts and other content which may be comprised of messages, reviews, audio, pdf, photos, video, images, text, and other types of works ("User Content") and to publish User Content on or via the Platform. You retain any copyright and other proprietary rights that you may hold in the User Content that you post to the Platform. Nevertheless, we need certain permission from you in order to provide the Platform.
3.2 Limited License Granted to Sales Innovator
By providing User Content to or via the Platform, 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 your User Content to the intended recipient.
4. OWNERSHIP; PROPRIETARY RIGHTS
We and our licensors (if any and where applicable) own all right, title and interest, including all related intellectual property rights, in and to the Platform. The present Terms do not convey to you any rights of ownership in or related to the Platform. Our name, logo, and other names associated with the Platform belong to us (or our licensors, if any and where applicable), and no license of the right to use them by implication, estoppel or otherwise is granted to you hereunder. We (and our licensors, if any and where applicable) reserve all rights not granted in these Terms.
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Platform ("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 Platform and create other products and services.
6. DIGITAL MILLENNIUM COPYRIGHT ACT
6.1 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 Platform, 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 Platform 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 Platform;
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 Platform 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.
6.2 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.
7. THIRD PARTY TERMS
7.1 Third Party Websites and Linked Websites
Sales Innovator provides tools through the Platform that enable you to import and export information, including User Content, as defined in Section 8 of these Terms, 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 Platform 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 Platform 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 Platform 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.PRIVACY AND PROTECTION OF PERSONAL INFORMATION
9. MODIFICATION OF THESE TERMS OR PLATFORM
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 Platform with actual knowledge of the modified Terms, or (c) thirty (30) days following our publication of the modified Terms through the Platform. 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.
Sales Innovator reserves the right to modify or discontinue the Platform at any time (including by limiting or discontinuing certain features of the Platform), temporarily or permanently, without notice to you. Sales Innovator will have no liability for any change to the Platform or any suspension or termination of your access to or use of the Platform.
10. TERM, TERMINATION, AND MODIFICATION OF THE PLATFORM
These Terms become effective when you accept the Terms or first access or use the Platform, and may be terminated in accordance with the Section 13.2.
If you violate any provision of these Terms, your authorization to access the Platform will automatically terminate. In addition, Sales Innovator may, at its sole discretion, terminate your account and these Terms, or suspend or terminate your access to the Platform, at any time, for any reason, with or without notice if you violate any provision of these Terms.
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.
10.3 Effect of Termination
Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Platform; (b) you will no longer be authorized to access your account or the Platform; (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.
12. DISCLAIMERS; NO WARRANTIES
THE PLATFORM, ALL MATERIALS, AND CONTENT AVAILABLE THROUGH THE PLATFORM 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 PLATFORM, ALL MATERIALS, AND CONTENT AVAILABLE THROUGH THE PLATFORM, 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 INNOVATOR DOES NOT WARRANT THAT THE PLATFORM OR ANY PORTION OF THE PLATFORM,, ANY MATERIAL, OR CONTENT OFFERED THROUGH THE PLATFORM, 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 PLATFORM OR SALES INNOVATOR ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE PLATFORM WILL CREATE ANY WARRANTY REGARDING ANY OF THE SALES INNOVATOR ENTITIES OR THE PLATFORM THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE PLATFORM AND YOUR DEALING WITH ANY OTHER PLATFORM USER. YOU UNDERSTAND AND AGREE THAT YOU USE ANY PORTION OF THE PLATFORM 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 PLATFORM) 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.
13. 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 PLATFORM, ANY MATERIAL, OR CONTENT ON THE PLATFORM, 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 17.4(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 PLATFORM 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 PLATFORM 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.
IF THE DISPUTE IS FINALLY RESOLVED THROUGH ARBITRATION IN YOUR FAVOR, SALES INNOVATOR WILL PAY YOU THE LOWEST 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.
14. 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 17.2, 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 17.1, 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.
14.4 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 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 fourteen (14) days of the arbitrator's ruling on the merits.
14.6 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.
14.7 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 any provision of this Section 17 is found to be unenforceable, then the entirety of this Section 17 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.
15. GENERAL TERMS
15.1 Entire Agreement
You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent.
The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself.
Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision.
15.5 Term “Including”
Throughout these Terms the use of the word "including" means "including but not limited to".
If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect.
15.7 Our Relationship With You
The relationship between you and us is that of independent contractors, and nothing in these Terms shall be construed to create or imply any other relationship such as a partnership or an employer/employee or agency relationship.
15.8 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 courts located within Madison County, Idaho for resolution of any lawsuit or court proceeding permitted under these Terms.
15.9 Consent to Electronic Communications
15.10 International Use
Access to the Platform from countries or territories or by individuals where such access is illegal is prohibited.
16. CONTACT INFORMATION
The Platform is offered by Sales Innovator, LLC. located at 51 N Hidden Valley Rd, Rexburg, ID 83440. You may contact us via email email@example.com or chat found at https://salesinnovator.com/