This SalesVista Online Subscription Agreement (the “Agreement”), dated as of the Order Form eSignature by Customer (the “Effective Date”), is by and between SalesVista, Inc. a Georgia corporation with offices at 5080 Peachtree Blvd, Suite 220, Atlanta, GA 30341, (“SalesVista”) and Customer (“Customer”).
“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
“Agreement” means this Online Subscription Agreement.
“Customer” means the company or other legal entity set forth in the opening paragraph to this Agreement, and Affiliates of that company or entity (for so long as they remain Affiliates) which have entered into Order Forms.
“Customer Data” means electronic data and information submitted by or for Customer to the Services.
“Documentation” means the applicable Service’s documentation provided by SalesVista and its usage guides and policies, as each are updated by SalesVista from time to time.
“Enterprise Services” means those services that are provided by SalesVista that include SalesVista’s Standard Services, as well as, among other things, certain onboarding services (such as loading, configuring & validating Users, teams, products, categories, compensation plans, rules and sales transactions) that are required to fully deploy and begin monthly payment reporting as well as ongoing monthly services (such making changes to Users, teams, products, categories, compensation plans, rules and sales transactions) on behalf of the Customer and its Users in a managed, professional services capacity, as further specified in the Documentation and the applicable Order Form.
“Malicious Code” means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses.
“Order Form” means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Customer or any of its Affiliates and SalesVista, including any addenda and supplements thereto. By entering into an Order Form hereunder, Customer or its Affiliates, as applicable, agrees to be bound by the terms of this Agreement.
“Purchased Services” means Services that Customer or Customer’s Affiliate purchases under an Order Form or online purchasing portal, as distinguished from Trial Services.
“Services” means the services that are ordered by Customer under an Order Form or online purchasing portal, including Standard Services, and the Enterprise Services or that are provided to Customer free of charge (as applicable) as Trial Services, and made available online by SalesVista, as described in the Documentation. “Services” exclude Third-Party Applications.
“Standard Services” means those services that are provided by SalesVista such as manual or automated importing of settings & compensation data, configuration of Users, Teams, Products & Categories and onboarding training, monthly backups & maintenance of Customer instances and product upgrades as further specified in the Documentation and the applicable Order Form.
“Third-Party Application” means a Web-based, mobile, offline or other software applications that (i) interoperates with a Service and that is provided by Customer or a third party or (ii) that is utilized by SalesVista to provide Extract, Transform & Load (“ETL”) services and for the loading of configuration and sales compensation data into the Services from the source systems for that data.
“Trial Services” means Services that SalesVista makes available to Customer free of charge for a limited period of time.
“User” means an individual who is authorized by Customer to use a Service, for whom Customer has purchased a subscription (or in the case of any Services provided by SalesVista without charge, for whom a Service has been provisioned), and to whom Customer (or, when applicable, SalesVista at Customer’s request) has supplied a user identification and password (for Services utilizing authentication). Users may include, for example, employees, consultants, contractors and agents of Customer, and third parties with which Customer transacts business.
ANY DATA CUSTOMER ENTERS INTO THE SERVICES DURING CUSTOMER’S TRIAL SERVICES WILL BE STORED ONLY FOR A PERIOD OF 30 DAYS AFTER THE END OF TRIAL SERVICES UNLESS CUSTOMER CONVERTS THE TRAIL SERVICES TO PURCHASED SERVICES. IF CUSTOMER DOES NOT CONVERT THE TRIAL SERVICES TO PURCHASED SERVICES, ALL CUSTOMER DATA WILL BE PERMANENTLY LOST AFTER THIS 30 DAY PERIOD CUSTOMER EXPORTS SUCH DATA BEFORE THE END OF THE TRIAL PERIOD.
NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY SalesVista” SECTION BELOW, DURING THE FREE TRIAL THE SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY AND SalesVista SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE FREE TRIAL PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW IN WHICH CASE SalesVista’S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE FREE TRIAL SHALL NOT EXCEED $100.00. WITHOUT LIMITING THE FOREGOING, SalesVista AND ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL MEET CUSTOMER’S REQUIREMENTS, (B) CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED DURING THE FREE TRIAL PERIOD WILL BE ACCURATE. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO SalesVista AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF THE SERVICES DURING THE FREE TRIAL PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER’S INDEMNIFICATION OBLIGATIONS HEREUNDER.
CUSTOMER SHALL REVIEW THE APPLICABLE SERVICE’S DOCUMENTATION DURING THE TRIAL PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date of Order Form eSignature by Customer.