Terms & Conditions

BY CLICKING THE "I ACCEPT" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, Salesboom.com, INC. AND THE CUSTOMER AGREE TO THE FOLLOWING TERMS AND CONDITIONS. YOU ARE NOT ELIGIBLE TO ENTER INTO THIS AGREEMENT IF YOU ARE WORKING FOR OR AFFILIATED WITH ANY OTHER CUSTOMER RELATIONSHIP MANAGEMENT ("CRM") PROVIDER OR DEVELOPER. Salesboom.com RESERVES THE RIGHT TO SUSPEND OR REVOKE YOUR USE LICENSE IF YOU ARE ATTEMPTING TO UTILIZE THIS SERVICE ON BEHALF OF ANY OTHER ENTITY THAT COULD CONCIEVABLY BE CONSIDERED COMPETITION OF Salesboom.com IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF Salesboom.com's ONLINE SERVICE. THE TERM "YOU" REFERS TO: (1) THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES AND USERS, OR (2) AN INDIVIDUAL, IN THE CASE OF A NON-LEGAL ENTITY, AS DEFINED IN THE REGISTRATION INFORMATION PROVIDED TO Salesboom.com. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

Welcome
As part of the Service, Salesboom.com will provide the Customer with use of the Service, including a browser interface and data encryption, transmission, access and storage. The Customer's registration for, or use of, the Service shall be deemed to be the Customer's agreement to abide by this Agreement including any materials available on the Salesboom.com web site incorporated by reference herein, including but not limited to the Privacy and Security Statements. For reference, a Definitions section is included at the end of this Agreement.

1. Charges and Payment of Fees
The Customer shall pay all fees or charges to its account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. All billings are due and may be processed on the first day of the month in which payment is due. The initial charges will be equal to the current number of total User licenses requested times the User license fee currently in effect. Payments may be made annually, quarterly, or monthly, consistent with the Initial Term, at the Customer's election. License fees are nonrefundable whether or not User licenses are actively used. All professional services fees along with any professional services carried out and equaling or less than five (5) hours will be automatically billed to the customer and does not require a formal proposal process. All professional services rendered by Salesboom.com servicing customer requests will become due at termination of contract if those fees have not already been paid by the customer. The Customer must provide Salesboom.com with valid credit card or approved purchase order information as a condition to signing up for the Service. An authorized License Administrator may add licenses by executing an additional written Order Form or using the Online Order Center. Additional licenses will be subject to the following: (i) additional licenses will be coterminous with the preexisting License Term (either Initial Term or renewal term); (ii) the license fee for the additional licenses will be the then current, generally applicable license fee; and (iii) additional licenses in the middle of a billing month will be charged in full for that billing month. Salesboom.com reserves the right to change the fees, applicable charges and usage policies and to introduce new charges at any time, upon at least 30 days prior notice to the Customer, which notice may be provided by email. There are to be no refunds by Salesboom, all sales are final. A Free Product Trial is available to serve as a fair evaluation period prior to purchase.

2. Excess Data Storage Fees
The maximum disk storage space provided to the Customer at no additional charge is a cumulative of 50 MB per User license (100 MB for the professional and 150 MB for the enterprise edition). If the amount of disk storage required exceeds this limit, the Customer will be charged $1 per MB/year. Salesboom.com will use reasonable efforts to notify the Customer when the average storage used per license reaches approximately 90% of the maximum; however, any failure by Salesboom.com to so notify the Customer shall not affect the Customer's responsibility for such additional storage charges. Salesboom.com reserves the right to establish or modify its general practices and limits concerning storage of Customer Data.

3. Billing & Renewal
Salesboom.com charges and collects in advance for use of the Service. Salesboom.com will automatically renew and bill the Customer's credit card or issue an invoice to the Customer once a year on the subsequent anniversary for annual licenses. The renewal charge will be equal to the then current number of total User licenses times the then current license fee in effect at the time of renewal. Fees for other services will be charged on an as quoted basis, however any professional services equal to or less than 5 hours will be automatically billed to customer and do not require formal proposal. Salesboom.com's fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Customer shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Salesboom.com's income.

The Customer agrees to provide Salesboom.com with complete and accurate billing and contact information. This information includes the Customer's legal company name, billing address, email address, and name and telephone number of an authorized billing contact and License Administrator. The Customer agrees to update this information within 30 days of any change to it. If the contact information the Customer has provided is false or fraudulent, Salesboom.com reserves the right to terminate the Customer's access to the Service in addition to any other legal remedies.

For credit card payers, invoices will be generated at the start of a license or billing period and the Customer's credit card will be charged simultaneously. If paying by other means, invoices will be generated at the start of a license or billing period and approximately one month in advance of the start of any renewal or subsequent billing period and shall be due within 30 days. The Customer's account will be considered delinquent (in arrears) if payment in full is not received by the license or billing period start date. Customer shall pay any and all collection costs incurred by Salesboom in collection of outstanding debts.

Unless Salesboom.com in its discretion determines otherwise: (i) entities with headquarters and a majority of users resident in the United States will be billed in U.S. dollars and subject to U.S. payment terms and pricing schemes ("U.S. Customers"); (ii) entities with headquarters and a majority of users resident in Japan will be billed in U.S. dollars and subject to Japanese payment terms and pricing schemes ("Japanese Customers"); and (iii) all other entities will be billed in U.S. dollars and be subject to either U.S. or non-U.S. payment terms and pricing schemes at the discretion of Salesboom.com ("Non-U.S./Japan Customers").

If the Customer believes that the bill is incorrect, the Customer must contact Salesboom.com in writing within 30 days of the invoice date of the invoice containing the amount in question to be eligible to receive an adjustment or credit. If possible billing errors are not reported within the 30 day period all charges will be deemed to be correct.

4. Non-Payment & Suspension
In addition to any other rights granted to Salesboom.com herein, Salesboom.com reserves the right to suspend or terminate this Agreement and the Customer's access to the Service if the Customer's account becomes thirty (30) days or more delinquent (falls into arrears). Delinquent invoices (accounts in arrears) are subject to interest of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. In the event a customer falls into arrears all professional services fees either billed and unpaid or professional services hours spent with company and not yet billed for become due. The Customer will continue to be charged for User licenses during any period of suspension. If the Customer or Salesboom.com initiates termination of this Agreement, the Customer will be obligated to pay the balance due on the Customer's account computed in accordance with the Charges and Payment of Fees section above. The Customer agrees that Salesboom.com may charge such unpaid fees to the Customer's credit card or otherwise bill the Customer for such unpaid fees. All cancelation requests must be sent via registered mail to Salesboom Billing and a follow up to determine receipt of cancellation notice must be carried out by customer. This cancelation process is in place to protect customer security and to adhere to the Service Level Agreement.

Salesboom.com reserves the right to impose a reconnection fee in the event the Customer is suspended and thereafter requests access to the Service. The Customer agrees and acknowledges that Salesboom.com has no obligation to retain the Customer Data and that such the Customer Data may be irretrievably deleted if the Customer's account is 30 days or more delinquent.

5. Privacy & Security
Salesboom.com's privacy and security policies may be viewed at http://www.Salesboom.com. Salesboom.com reserves the right to modify its privacy and security policies in its reasonable discretion from time to time.

6. License Grants
Salesboom.com grants the Customer a nonexclusive, nontransferable worldwide right to use the Service, solely for the Customer's own internal business purposes subject to the terms of this Agreement. Subject to the terms of this Agreement, the Customer grants to Salesboom.com the nonexclusive, worldwide, right to use, copy, store, transmit and display the Customer Data solely to the extent necessary to provide the Service as requested by the Customer. The Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content; (ii) modify or make derivative works based upon the Salesboom.com Technology or the Content; (iii) commercially exploit the Service or the Content in any way; or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. Furthermore, the Customer is not eligible for the Service if it is, or is affiliated with any other Customer Relationship Management ("CRM") provider, distributer, or software developer. Salesboom.com shall not use the Customer Data for any purpose other than to provide the Service to the Customer. All rights not expressly granted to the Customer are reserved by Salesboom.com and its licensors.

7. Restrictions
The Customer is permitted to store, manipulate, analyze, reformat, print, and display the Content only for your internal business use. Unauthorized use, resale or commercial exploitation of the Service and/or the Content in any way is expressly prohibited. The Customer agrees not to reverse engineer the Service, or access the Service in order to (i) build a competitive product or service; (ii) build a product using similar ideas, features, functions or graphics of the Service; or (iii) copy any ideas, features, functions or graphics of the Service. The Customer shall not copy, license, sell, transfer, make available, distribute, or assign this license or the Content to any third-party. The Customer shall not create Internet "links" to the Service or "frame" or "mirror" any Content contained on, or accessible from, the Service on any other server or Internet-based device. The Customer is advised to consult with its broker or other financial representative to verify pricing information prior to the execution of any security trade based upon the Content. User licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment with the Customer or otherwise changed job status or function and no longer require access to the Service.

8. Third-Party Interaction
The Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content; (ii) modify or make derivative works based upon the Salesboom.com Technology or the Content; (iii) commercially exploit the Service or the Content in any way; or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. Salesboom.com shall not use the Customer Data for any purpose other than to provide the Service to the Customer.

9. Customer Responsibilities
The Customer is responsible for any and all activities that occur under the Customer's user accounts and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the Service. The Customer shall: (i) notify Salesboom.com immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Salesboom.com immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by the Customer or its Users; (iii) assure that use of the Service shall at all times comply with all applicable local, state, federal, and international laws, regulations, and conventions, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data; and (iv) not impersonate another Salesboom.com user or provide false identity information to gain access to or use the Service.

10. Account Information & Data
All data submitted by the Customer to the Service, whether posted by the Customer or by third parties, shall remain the sole property of the Customer or such third parties, as applicable, unless specifically notified in advance. The Customer, not Salesboom.com, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data, and Salesboom.com shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store any Data. In the event that the Customer terminates this Agreement (other than by reason of the Customer's breach), Salesboom.com will make available to the Customer a file of Customer Data within 30 days of termination notice if the Customer so requests. Salesboom.com reserves the right to withhold, remove and/or discard Customer Data without notice for any breach, including, without limitation, the Customer's non-payment. Upon termination for cause, the Customer's right to access or use Customer Data immediately ceases, and Salesboom.com shall have no obligation to maintain or forward any Customer Data.

11. Termination/Reduction in Number of Licenses
This Agreement commences on the Effective Date. The Initial Term of this Agreement will be one month, three months, or one year as determined by the Customer's election during the online subscription process, commencing on the date the Customer agrees to pay for the Service by completing the online subscription form. This Agreement will automatically renew, for a term equal in duration to the Initial Term, upon the expiration of the Initial Term or any renewal term. Either party may terminate this Agreement or reduce the number of licenses, effective upon the expiration of the then current term, by notifying the other party in writing via registered mail at least thirty (30) business days prior to the date of the invoice for the following term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In the event that the Customer terminates this Agreement (other than by reason of the Customer's breach), Salesboom.com will make available to the Customer a file of its Customer Data within 30 days of termination if the Customer so requests at the time notice of termination is given. The Customer agrees and acknowledges that Salesboom.com has no obligation to retain Customer Data, and may delete such Customer Data, more than 30 days after termination.

12. Termination for Cause
Any breach of the Customer's payment obligations or unauthorized use of the Salesboom.com Technology or Service will be deemed a material breach of this Agreement. Salesboom.com, in its sole discretion, may terminate the Customer's password, account or use of the Service if the Customer breaches or otherwise fail to comply with this Agreement. In addition, Salesboom.com may terminate a free account if the Customer does not first log on within 30 days after registration or if 90 days have passed since the Customer last logged on. The Customer agrees and acknowledges that Salesboom.com has no obligation to retain Customer Data, and will delete such Customer Data, if Customer has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 30 days of notice of such breach.

13. Salesboom.com Cancellation Policy
All sales are final for first year of subscription; Salesboom customers may cancel their renewed contract within 30 days of renewal date in writing via registered mail and by paying Salesboom a $600.00 USD cancellation fee plus 50% of the remaining contract, with all payments being final and non refundable. If 30 days from date of renewal has expired, customer will be bound to pay Salesboom for an additional year of service for all registered users under customer’s account. Customer will have 30 days from cancellation date to remove customer data from their Salesboom account.

14. Salesboom.com Ownership
Salesboom.com alone (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Salesboom.com Technology, the Content and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by the Customer or any other party relating to the Service. This Agreement is not a sale and does not convey any rights of ownership in or related to the Service, Salesboom.com Technology or Intellectual Property owned by Salesboom.com to the Customer. The Salesboom.com name, the Salesboom.com logo, and the product names associated with the Service are trademarks of Salesboom.com or third parties, and no right or license is granted to use them.

15. Third Party Rights
During use of the Service, the Customer may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity, is solely between the Customer and the applicable third-party. Salesboom.com and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between the Customer and any such third-party. Salesboom.com does not endorse any sites on the Internet that are linked through the Service. Salesboom.com is providing these links to the Customer only as a matter of convenience, and in no event shall Salesboom.com or its licensors be responsible for any content, products, or other materials on or available from such sites. Salesboom.com provides its services to the Customer pursuant to the terms of this Agreement. The Customer recognizes, however, that certain third-party providers of ancillary software, hardware, or services may require the Customer's agreement to additional or different license or other terms prior to the Customer's use of or access to such software, hardware, or services on behalf of the Customer.

16. Representation & Warranties
Each party represents and warrants that it has the legal power and authority to enter into this Agreement. Salesboom.com represents and warrants that it will provide the Service in a manner consistent with general industry standards reasonably applicable to the provision thereof and that the Service will perform substantially in accordance with the online Salesboom.com help documentation under normal use and circumstances. The Customer represents and warrants that it has not falsely identified itself nor provided any false information to gain access to the Service and that the Customer's billing information is correct.

17. Mutual Indemnification
The Customer shall indemnify and hold Salesboom.com, its licensors and each such party's parent organizations, subsidiaries, 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 infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by the Customer of the representations and warranties; or (iii) a claim arising from the breach by the Customer or Users of this Agreement, provided in any such case that Salesboom.com (a) gives written notice of the claim promptly to the Customer (b) gives the Customer sole control of the defense and settlement of the claim (provided that the Customer may not settle or defend any claim unless it unconditionally releases Salesboom.com of all liability and such settlement does not affect Salesboom.com's business or Service); (c) provides to the Customer all available information and assistance; and (d) has not compromised or settled such claim.

Salesboom.com shall indemnify and hold the Customer and its parent organizations, subsidiaries, 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 the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or trademark of a third party; (ii) a claim, which if true, would constitute a violation of Salesboom.com of the representations or warranties; or (iii) a claim arising from breach of this Agreement by Salesboom.com; provided that the Customer (a) promptly gives written notice of the claim to Salesboom.com; (b) gives Salesboom.com sole control of the defense and settlement of the claim (provided that Salesboom.com may not settle or defend any claim unless it unconditionally releases the Customer of all liability); (c) provides to Salesboom.com all available information and assistance; and (d) has not compromised or settled such claim. Salesboom.com shall have no indemnification obligation, and the Customer shall indemnify Salesboom.com pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Service with any of the Customer's products, service, hardware or business process(s).

18. Disclaimer of Warranties
Salesboom.com and its licensors make no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the service or any content; Salesboom.com and its licensors do not represent or warrant that (i) 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, (ii) the service will meet the customer's requirements or expectations, (iii) any stored data will be accurate or reliable, (iv) the quality of any products, services, information, or other material purchased or obtained by the customer through the service will meet the customer's requirements or expectations, (v) errors or defects will be corrected, or (vi) the service or the server(s) that make the service available are free of viruses or other harmful components; (vii) the service and all content is provided to the customer strictly on an "as is" basis; and (viii) all conditions, representations 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 Salesboom.com and its licensors.

19. Internet Delays
Salesboom.com's services may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Salesboom.com is not responsible for any delays, delivery failures, or other damage resulting from such problems.

20. Limitation of Liability
In no event shall either party's aggregate liability exceed the amounts actually paid by and/or due from the customer in the twelve (12) month period immediately preceding the event giving rise to such claim. In no event shall either party 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 the party from which damages are being sought or such party's licensors have been previously advised of the possibility of such damages.

21. Additional Rights
Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the exclusions set forth above may not apply to the Customer.

22. Local Laws and Export Control
This site provides services and uses software and technology that may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies and the export control regulations of the European Union. The user of this site ("User") acknowledges and agrees that the site shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to Afghanistan, Burma, Cuba, Iraq, Iran, Libya, Sudan, or any other countries to which the United States 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 this site, User represents and warrants that it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. User agrees to comply strictly with all U.S. and European Union export laws and assumes sole responsibility for obtaining licenses to export or re-export as may be required.

This site may use encryption technology that is subject to licensing requirements under the U.S. Export Administration Regulations, 15 C.F.R. Parts 730-774 and Council Regulation (EC) No. 1334/2000

Salesboom.com and its licensors make no representation that the Service is appropriate or available for use in other locations. If the Customer uses the Service from outside the United States of America and/or the European Union, the Customer is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries. Any diversion of the Content contrary to United States or European Union (including European Union Member States) law is prohibited. None of the Content, nor any information acquired through the use of the Service, is or will be used for nuclear activities, chemical or biological weapons, or missile projects, unless specifically authorized by the United States Government or appropriate European body for such purposes.

23. Notice
Salesboom.com may give notice by means of a general notice on the Service, electronic mail to the Customer's email address on record in Salesboom.com's account information, or by written communication sent by first class mail or pre-paid post to the Customer's address on record in Salesboom.com's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). The Customer may give notice to Salesboom.com (such notice shall be deemed given when received by Salesboom.com) at any time by any of the following: letter sent by confirmed facsimile to Salesboom.com at the following fax number: (902) 446-4850; letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Salesboom.com at the following address: Salesboom.com, 1096 Queen Street, Suite 202. Halifax, NS, B3H2R9, Canada, addressed to the attention of: Chief Financial Officer.

24. Modification to Terms
Salesboom.com reserves the right to change the terms and conditions of this Agreement or its policies relating to the Service at any time and shall notify the Customer by posting an updated version of this Agreement on the Service. The Customer is responsible for regularly reviewing this Agreement. Continued use of the Service after any such changes shall constitute the Customer's consent to such changes.

25. Assignment
This Agreement may not be assigned by the Customer without the prior written approval of Salesboom.com but may be assigned by Salesboom.com to (i) a parent or subsidiary; (ii) an acquirer of assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void.

26. General
With respect to the U.S. Customers, this Agreement shall be governed by California law and controlling United States 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 this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in San Francisco, California. With respect to Non-U.S./Japan Customers, this Agreement shall be governed by the laws of Nova Scotia, Canada, 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 this Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Nova Scotia, Canada. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement 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 the Customer and Salesboom.com as a result of this agreement or use of the Service. The failure of Salesboom.com to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Salesboom.com in writing. This Agreement, together with any applicable Order Form, comprises the entire agreement between the Customer and Salesboom.com and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

27. Definitions
As used in this Agreement and in any Order Forms now or hereafter associated herewith: "Agreement" means this online services agreement, and any Order Forms, whether written or submitted online via the Online Order Center, and any materials available on the Salesboom.com web site specifically incorporated by reference herein, as such materials, including the terms of this Agreement, may be updated by Salesboom.com from time to time in its sole discretion; "Content" means the audio and visual information, documents, software, products and services contained or made available to the Customer in the course of using the Service; "the Customer, Customer, You or Customer's" means the individual or legal entity, its directors, officers, affiliates agents, and employees, as identified in the registration and identification data provided to Salesboom.com via this web site. Companies or entities who provide similar services or software, including but not limited to Customer Relationship Management ("CRM"), Sales Force Automation ("SFA"), Enterprise Resource Planning ("ERP Software") or other such entities cannot be considered Customers unless specifically given clause through Salesboom. These entities are ineligible to use the service and are not permitted to sign up for it of their own accord. Salesboom reserves the right to revoke the accounts of any of these entities at its sole discretion without notice; "Customer Data" means any data, information or material provided or submitted by the Customer to Salesboom.com in the course of utilizing the Service; "Effective Date" means the earlier of either the date this Agreement is accepted by selecting the "I Accept" option presented on the screen after this Agreement is displayed or the date the Customer begins using the Service; "Initial Term" means the period during which the Customer is obligated to pay for the Service equal to the billing frequency selected by the Customer during the subscription process, i.e.; if the billing frequency is quarterly, the Initial Term is one quarter; "Intellectual Property Rights" means 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; "License Administrator(s)" means those Users designated by the Customer who are authorized to purchase licenses online using the Online Order Center or by executing written Order Forms; "License Term(s)" means the period(s), excluding the Initial Term, during which a specified number of Users are licensed to use the Service pursuant to the Order Form(s); "Order Form(s)" means the initial subscription for the Service and any subsequent order forms submitted online, specifying, among other things, the number of licenses and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties and each such Order Form shall be incorporated into and become a part of this Agreement. In the event of any conflict between the terms of this Agreement and the terms of any such Order Form, the terms of this Agreement shall prevail; "Online Order Center" means Salesboom.com's online application that allows the License Administrator designated by the Customer to, among other things, add additional Users to the Service; "Salesboom.com" means Salesboom.com, Inc. a Delaware corporation, having its principal place of business at 5991 Spring Garden Road, Suite 850, Halifax, Nova Scotia, B3H 1Y6, Canada (collectively "Salesboom.com") "Salesboom.com Technology" means all of Salesboom.com'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 the Customer by Salesboom.com in providing the Service; "Service(s)" means the specific edition of Salesboom.com's online customer relationship management, billing, data analysis, and other corporate ERP Software services identified during the ordering process, developed, operated, and maintained by Salesboom.com accessible via http://www.Salesboom.com or another designated web site or IP address or ancillary services rendered to the Customer by Salesboom.com, to which the Customer is being granted access under this Agreement, including the Salesboom.com Technology and the Content; "System Administrator(s)" means those Users designated by the Customer who are authorized to create User accounts and otherwise administer the Customer's use of the Service; "User(s)" means Customers, employees, representatives, consultants, contractors or agents who are authorized to use the Service and have been supplied user identifications and passwords by the Customer (or by Salesboom.com at the Customer's request).

Questions or Additional Information:
If you have questions regarding this Agreement or wish to obtain additional information, please send an email to info@Salesboom.com.

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