SalesScreen Terms & Privacy

Version 3September 30, 2020
Version 2.3.1August 24, 2020
Version 2.3March 5, 2019
Version 2.2August 14, 2018
Version 2.1August 8, 2018
Version 2April 19, 2017
Version 1 February 3, 2014

SOFTWARE AS A SERVICE GENERAL TERMS AND CONDITIONS

These software as a service terms and conditions (the “T&Cs”) are made effective as between SalesScreen, the company described in the DEFINITIONS section below, and the entity or individual agreeing to acceptance agreement (the “Subscription Acceptance”), which, with these T&Cs (along with exhibits), form the software as a service agreement (the “Agreement”) entered into by the parties.The Agreement is made effective as of the “Effective Date” set forth in the Subscription Acceptance.

DEFINITIONS

“SalesScreen” means the Salesscreen company described in the “Salesscreen Contracting Entity, Notices, Governing Law, and Venue” section below.

RECITALS

A. SalesScreen is a developer and marketer of software provided as a service, with the core components of the software remaining resident on servers maintained by the mother company Dogu Salesscreen AS, with access granted to the Customer, and with other benefits of use provided to the Customer, as set forth in the Agreement.

B. The Customer has an interest in utilizing the software and in receiving the related benefits.

C. For good and valuable consideration, the receipt, and sufficiency of which are hereby acknowledged, the parties have therefore agreed to enter into the Agreement.

TERMS AND CONDITIONS

1. Software Service and Access

(a) The Service. The SalesScreen service provided under the Agreement, as selected by the Customer from among any then-available options, variations or modules, offered by SalesScreen and as accepted by the Customer, is as set forth in the Subscription Acceptance (the “Service”).

(b) Primary Function. The primary function of the Service is to help the Customer in its efforts to motivate, train, engage and guide its sales force or other operational teams.

(c) Third-Party Software. To the extent that software proprietary to third parties (each, “Third-Party Software”) is provided as part of, or in connection with, the Service, the proprietors of any such Third-Party Software retain all right, title and interest in it. The Customer shall not seek, or permit others to seek on its behalf, any greater access to Third-Party Software than as set forth in the Agreement or use Third-Party Software for any purpose not expressly authorized under the Agreement or any applicable license for Third-Party Software.

(d) Access. SalesScreen grants the Customer, for the duration of the “Term” (as defined in Section 3 and as set forth in the Subscription Acceptance), and subject to the full performance by the Customer of its covenants, representations and warranties under the Agreement, a non-exclusive, non-assignable, worldwide right to access and use the Service, under the terms of the Agreement, solely for the Customer’s internal business operations for access and use by the Customer’s designated fulltime and part-time employees (each, an “Active User”) on devices under the ownership or control of the Customer, subject to the provisions of the Agreement.

(e) Future Features. Although SalesScreen may continue to refine and expand the capabilities of the Service, the Customer acknowledges and understands that entering into the Agreement is not contingent on the delivery of any future functions or features, nor is it dependent on any oral or written comments made by SalesScreen regarding any future functions or features.

(f) Acceptable Use Policy. The Customer hereby agrees to the acceptable use policy (the “AUP”) of SalesScreen, which SalesScreen may supplement, replace or amend at its discretion, as set forth in the AUP.The current version of the AUP is attached to these T&Cs and made a part of it.

2. Subscriptions and Active Users

(a) Types of Subscriptions. In the Subscription Acceptance, the Customer has chosen a Term, usually but not limited to monthly or annually. For either option selected, the Customer will receive services and pay fees based on the number of Active Users authorized to have access during the selected Term.

(b) Identifying Active Users. In the Subscription Acceptance, the Customer has chosen the number of Active Users from among its fulltime and part-time employees who shall have access to the Service during the Term.Each Active User will be provided by the Customer with unique log-in credentials when his or her access is activated by the Customer. The Customer may so add and it may remove authorized Active Users at any time during the Term, up to its total number of permitted Active Users provided for in the Subscription Acceptance. In the event that the Customer shall reach its limit of permitted Active Users, it must take care to deactivate an existing Active User before adding a new one or be subject to additional fees as set forth in this Subsection 2(b). In the event that the Customer shall thereby increase its total number of permitted Active Users for the applicable Term over and above the number permitted under the Subscription Acceptance, it shall pay a prorated increase in fees accordingly for the remainder of the Term, including any renewal of the Term (unless, as to any such renewal period, the number of Authorized Users shall be expressly modified by the parties prior its commencement). Any such increase will appear on the next invoice.In the event that the Customer shall thereby decrease its total number of permitted Active Users for the applicable Term, it shall not receive a reduction in any fees for the remainder of the Term but shall receive a prorated decrease in fees for any renewal of the Term. In the event that the Customer shall desire that the Agreement be amended during the Term so as expressly to increase its total of Active Users for the Term and any renewal, it shall do so by giving notice from its email address for receipt of notices to SalesScreen at its email address for the receipt of email notices (for each party, its “Notice Email Address”), as provided in the Subscription Acceptance. At all times during the Term, the foregoing adjustments to fees shall be subject to any increases in pricing by SalesScreen as otherwise provided in the Agreement.

(c) Requests for Change. Requests for change in the Service and in levels of technical support, as provided under Section 4, can be submitted at any time directly to a customer relations representative. Any such changes may result in an alteration in fees paid by the Customer under the Subscription Acceptance and may require supplemental documentation to be executed by the parties in good faith. In the event that the Customer shall alter or revise its Services plan during the Term, all Active Users will immediately be moved to the new Services plan.

3. Term and Renewal

(a) Initial Term. The Term of the Agreement (the “Term”) shall commence as of the Effective Date set forth on the Subscription Acceptance and shall continue according to this Term, as selected in the Subscription Acceptance. Unless otherwise expressly set forth in the Subscription Acceptance: (i) monthly Terms shall commence on the Effective Date and continue, for each renewal of the monthly Term, through the same date on succeeding months, until canceled; and (ii) annual terms shall commence on the Effective Date and shall continue through the day before the first anniversary of the Effective Date and continue in the same manner for each renewal of the annual Term thereafter, until canceled.

(b) Automatic Renewals. At the expiration of the initial Term and each renewal of the Term thereafter, the Agreement shall automatically on either a monthly or annual basis, as selected in the Subscription Acceptance. In the event that the Customer shall desire to cancel the Agreement, it must send SalesScreen notice of cancelation of the Agreement no later than thirty (30) days prior to the expiration date of the Term by notice from its Notice Email Address to SalesScreen at its Notice Email Address.

4. Technical Support

(a) Levels of Support. The Customer acknowledges that SalesScreen offers a standard level of support during the Term. SalesScreen reserves the right to modify, add or terminate types and levels of support on reasonable notice to the Customer. Business Hours are subject to change by SalesScreen either by a posting at https://www.salesscreen.com/ or by notice from its Notice Email Address to the Customer at its Notice Email Address.

(b) Responsiveness. It is the goal of SalesScreen, but not its obligation, to provide an initial response to requests for support, at any level, within fifteen (15) minutes from receipt during Business Hours and within a few hours from receipt (possibly into the next business day in the case of nighttime requests), if made after Business Hours.

(c) Submission of Support Requests. All requests for support must be submitted to the SalesScreen support team by methods provided to the Customer from time to time but that, subject to change on reasonable notice, currently include text-based live responsive “chat” support with a representative during Business Hours at: (i) app.salesscreen.com (a web application), (ii) www.help.salesscreen.com and (iii) www.salesscreen.com. In the alternative, the Customer may email for support at support@salesscreen.com; that email address will be checked regularly. Updates to support requests will be provided on a timely basis, based upon urgency and available resources at SalesScreen at the time of request.

(d) Support Languages. All support will be provided in English.From time to time, Norwegian and other languages may be options, depending on availability.

(e) Documentation. Documentation concerning use of the Service and support for the Service will be available and updated from time to time.It currently can be found at: www.help.salesscreen.com.

(f) Modification of Services. From time to time during the Term, SalesScreen may make enhancements, updates, upgrades and improvements, as well as provide additional features for the Service (together, “Modifications”).Modifications may be provided without advance notice.

5. Service Levels

(a) Service Availability. SalesScreen shall provide the Service to the Customer with a “System Availability Percentage” of at least ninety-nine and one-half percent (99.5%) during each calendar month during the Term, prorated for partial months. Service Availability Percentage” shall mean the accessibility of the key components and modules of the Service to Active Users, expressed as a percentage of the total hours during any applicable calendar month or partial calendar month, as the case may be.“Service Availability Percentage” will not include any minutes of downtime resulting from scheduled maintenance, a “Force Majeure Event” (as defined below), malicious attacks on the Service or the networks utilizing or containing key components or modules, issues associated with the Customer’s applicable electronic devices, local area networks or internet service provider connections, or the Customer’s acts or omissions under the Agreement or applicable law.

(b) Service Credit. In the event of the failure of SalesScreen to meet the Service Availability Percentage for any given period, as its exclusive and final remedy, the Customer shall be entitled to service credit equal to ten (10) times the prorated value of the downtime, up to a maximum credit equal to twenty-five percent (25%) of the Service fee paid by the Customer for the applicable period.By way of example only, if a Customer paying a monthly fee of $200 for the Service, along with Enterprise-level Support, should have a Service Availability Percentage of 99% during an applicable calendar month, it shall be entitled to a credit of $20 ($200 ÷ 100% = $2 x10 = $20).

(c) Exceptions. The Service Availability Percentage shall not apply as to: (i) any “Force Majeure Event” (as defined below); (ii) downtime caused by any actions or inactions of Customer or any third party; (iii) the failure of equipment or software not within the primary control of SalesScreen; or (iv) arising from any suspension or termination of the Service in accordance with the terms of the Agreement.Notice of the status of the Service at any given time is posted on the dedicated status page at https://status.salesscreen.com/, which will be updated regularly with the status of any known incidents that might affect delivery of the Service to the Customer and Active Users.

(d) Scheduled Maintenance. SalesScreen may take the Service offline for scheduled maintenance on seventy-two (72) hours’ advance written notice to the Customer, which may be given from the SalesScreen Notice Email Address to the Customer at its Notice Email Address. SalesScreen shall use reasonable commercial and systems maintenance efforts to schedule routine maintenance outside Business Hours Eastern Time (USA).

(e) Emergency Maintenance. SalesScreen may take the Service offline and therefore unavailable to the Customer at any time on two (2) hours’ advance written notice to the Customer, which may be given to its Notice Email Address. SalesScreen shall use reasonable commercial and system maintenance efforts to reserve emergency maintenance periods to the installation or replacement of critical security patches and performance of emergency repair of Service functions.

6. Financial Terms

(a) Standard Fees. The Customer shall be responsible for paying the fees and other charges set forth in the Subscription Acceptance or as later agreed upon by the parties in writing.

(b) Pricing. Pricing shall be calculated and invoices paid based in upon the level of Service, number of Active Users and any other factors referenced in the Subscription Acceptance. If the Customer should, during any billing period, add Active Users, thereby raising the total number of Active Users, or upgrade its level of Service, the applicable increase will be prorated for the remainder of that billing period and added to the invoice for the next billing period.No refunds shall be given in the event that the total number of Actual Users shall at any time during the Term be less than those provided for in the Subscription Acceptance.For the avoidance of doubt, at any time during the Term, the Customer can add and remove active users without any pro-rated charges being incurred if and only if the number of active users never exceeds the number set forth in the Subscription Acceptance, as that number may have been revised for the balance of the Term or modified as to any renewal of the Term.

(c) Billing and Payment. Unless expressly stated to the contrary in the Subscription Acceptance, SalesScreen shall invoice the Customer in advance, commencing as of the Effective Date and as of the commencement of each renewal of the Term, for payment to be made in full within the Payment Terms written on invoices in each instance.Payment shall be by wire transfer, by credit/debit card or ACH payment processing, as provided by SalesScreen from time to time. The Customer will designate in writing (which may be by email from its Notice Email Address to SalesScreen at billing@salesscreen.com) the individual to whom billing and payment information should be delivered.

(d) Price Increases. From time to time, on advance notice prior to the end of the Term, which notice may be given from and to the respective Notice Email Addresses of the parties, SalesScreen may adjust its fees and charges schedule as it applies to the Service and related benefits selected by the Customer.For an annual Term, that notice shall be given no later than sixty (60) days prior to the conclusion of the then-current Term. For the avoidance of doubt, the notice shall be given earlier than sixty (60) days prior to the automatic renewal having gone into effect.For a monthly Term, any such notice of increase shall go into effect no sooner than the second month after the month in which it shall have so been given. Nothing contained in this Subsection 6(d) shall be deemed to alter the automatic renewal, cancelation and termination provisions of the Agreement.

(e) Disputes. All invoices shall be paid as set forth in the Agreement, regardless of any dispute as between the parties.In the event that the Customer should dispute any invoice, however, it shall so notify SalesScreen within sixty (60) following the date of the invoice. That notification shall be in writing, from and its Notice Email Addresses to SalesScreen at billing@salesscreen.com and shall state in detail the basis and cause of the dispute (each, a “Notice of Dispute”). All invoices for which no Notice of Dispute shall have been timely given shall be deemed accepted in full. The parties shall confer and reasonably cooperate to resolve the issues raised in the Notice of Dispute; resolution shall be concluded within sixty (60) days from delivery of the Notice of Dispute. In the event that SalesScreen shall have concluded that any portion of the disputed sums should not be paid, it will credit that amount against immediately succeeding payments owed by the Customer.

7. Taxes

Each party shall be solely responsible for any payment of taxes arising from that party’s performance of its obligations under the Agreement.

8. Late Payments

Any amount not paid when due will bear interest from the due date until paid at a rate equal to one- and one-half percent (1.5%) per calendar month (eighteen percent (18%) annually or the maximum allowed by law, whichever is less.

9. Data Protection

(a) Network and Data Security. The parties shall respectively maintain standard and customary network and data security practices during the Term and shall reasonably cooperate in the event of any breach or compromise of data.

(b) Statistical Information. SalesScreen may anonymously compile statistical information related to the performance of the Service for purposes of improving the Service as long as that use shall not disclose personally identifiable information to any unaffiliated third party.

(c) Backup Data. The Customer shall be fully and solely responsible for maintaining all necessary or required backups of its information and its systems used in connection with the Service. The Customer shall implement appropriate safeguards to prevent unauthorized access to, use of, or disclosure of “Confidential Information” (as defined below) as well as personal identifiable information of any individual, group or entity for receipt and storage of information processed in that manner.

(d) Data Protection Policies. SalesScreen understands the importance of data protection and will use reasonable commercial efforts to protect the data in its possession and care, including, without limitation, data accumulated by the Service. The Customer acknowledges that SalesScreen may provide the Service via its private cloud or by use of shared or borrowed systems and data storage facilities.

10. Notification of Security Breaches

(a) Compliance with Notification Laws. The Customer shall comply with all applicable laws and regulations regarding the notification of individuals in the event of an unauthorized release of Confidential Information.

(b) Procedure After Unauthorized Disclosure. Within twenty-four (24) hours following the discovery of any data breach of any of the Customer’s systems, the Customer shall notify SalesScreen, and any other parties required for which notification is required by applicable law or regulation.Notification may be made by email to the SalesScreen Notice Email Address.

11. Obligations of the Customer

(a) Professional Conduct of the Customer. The Customer is obligated to comply with all federal, state, and local laws regulations concerning the transition of telecommunications services.

(b) Anti-Virus Obligations. The Customer shall be responsible for implementing, maintaining, and updating all necessary and proper procedures and software for safeguarding against computer infection, viruses, worms, Trojan horses, and other code that manifest contaminating or destructive properties (collectively “Viruses”).

(c) Use of Services by the Customer. The Customer shall abide by all local and international laws and regulations applicable to its use of the Service, use the Service only for lawful purposes, and comply with the AUP.

(d) Restricted Uses. The Customer shall not upload or distribute, or permit the uploading or distribution, of any files that contain Viruses, corrupted files, or any other similar software or programs that may damage the operation of the Service.The Customer shall not modify, disassemble, decompile or reverse engineer the Service, probe, scan, test the vulnerability of, or circumvent any security mechanisms used by, websites, applications, servers or networks connected to the Service or associated with its use; take any action that imposes an unreasonably or disproportionately large load on any of those facilities; copy or reproduce, or permit the copying or reproduction of, the Service; access or use any other clients’ or their users’ data through the Service; maliciously or negligently reduce or impair the accessibility of the Service, use the Service to post, promote, or transmit any unlawful, harassing, libelous, abusive, threatening, harmful, hateful, or otherwise objectionable material; or transmit or post any material that encourages conduct that could constitute a criminal offense or to give rise to civil liability.

(e) Removal of Content: In the event that the Customer receives notice that any item of content used on or in connection with the Service must be removed, modified or disabled to avoid violating applicable law, third-party rights, or the AUP, the Customer will promptly do so and alert SalesScreen at its Notice Email Address. If the Customer does not promptly so respond, or if, in the judgment of SalesScreen, further violation of any such notice is likely to occur, SalesScreen may disable the applicable content or, if it deems necessary, all access to the Service by the Customer and the Active Users. If requested by SalesScreen, Customer shall confirm that deletion and discontinuance of use in writing, and SalesScreen shall thereupon be deemed authorized to provide a copy of that confirmation to any third party claimant or governmental authority, as applicable. In the event that any such notice is received directly by SalesScreen as to use of the Service by the Customer or Active Users, in addition to requiring the foregoing of the Customer, SalesScreen may, at its option, disable the applicable the applicable content or, if it deems necessary, all access to the Service by the Customer and the Active Users.

12. Mutual Representations and Warranties

Each party represents and warrants to the other as follows:

(a) Organization. The party is validly organized and existing under the laws of the jurisdictions of its respective organization.

(b) Ability to Contract. The party has the authority and capacity to enter into the Agreement.

(c) Valid Agreement. The Agreement constitutes a legal, valid, and binding obligation, enforceable against the party according with its terms.

(d) Performance. The party is not under any restriction or obligation that could reasonably be expected to affect the party’s performance of its obligations under the Agreement.

(e) No Violation. The party’s execution, delivery, or performance of its obligations under the Agreement will not breach or result in a default under its articles, bylaws, operating agreement or similar agreement; any law or regulation to which it is subject; any judgment, order, or decree; or any agreement to which it shall be a party or by which it shall be bound.

(f) Permits, Consents, and Other Authorizations. The party holds all permits and other authorizations necessary to own, lease, and operate its properties and to conduct its business as it is now carried on.

(g) No Disputes or Proceedings. There are no legal proceedings pending, threatened, or foreseeable against the party that would affect that party’s ability to complete its obligations under the Agreement.

(h) No Bankruptcy. The party has not taken or authorized any proceedings related to that party’s bankruptcy, insolvency, liquidation, dissolution, reorganization, or winding up.

13. Indemnity

The Customer hereby holds harmless SalesScreen, its parent, subsidiary, and affiliated companies; and each of their officers, directors, equity holders and representatives; from and against any loss or damages, including, without limitation, reasonable attorneys’ fees and expenses, as to the breach or threatened breach of any of the foregoing representations and warranties of the Customer.

14. No Warranty

(a) THE SERVICE AND ALL RELATED SOFTWARE, HARDWARE, FUNCTIONS, MAINTENANCE, AND SUPPORT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” OTHER THAN AS EXPRESSLY SET FORTH ABOVE, AND TO THE FULLEST EXTENT PERMITTED BY LAW, SALESSCREEN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SALESSCREEN EXPRESSLY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.

(b) WITHOUT LIMITATION TO THE FOREGOING, SALESSCREEN MAKES NO WARRANTY THAT: (i) THE SERVICE WILL MEET ANY REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (iii) THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE AND RELIABLE; (iv) THE QUALITY OF THE SERVICE, THE INFORMATION PROVIDED OR OTHER MATERIALS OBTAINED THROUGH THE SERVICE WILL MEET THE CUSTOMER’S EXPECTATIONS; OR ANY (v) ERRORS, DEFECTS ORFAILURES IN THE SERVICE WILL BE CORRECTED.

(c) ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS PROVIDED OR ACCESSED AT THE CUSTOMER’S OWN DISCRETION AND RISK; AS BETWEEN THE PARTIES, THE CUSTOMER WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE OR ANY LOSS OF ITS DATA.

15. Limitation of Liability

IN NO EVENT SHALL SALESSCREEN, ITS AFFILIATES, OTHER RELATED ENTITIES, SUBSIDIARIES, JOINT VENTURES, PARTNERS, ENTITIES IN SUBSTANTIAL COMMON CONTROL OR THEIR RESPECTIVE EQUITY HOLDERS, OFFICERS, DIRECTORS, OR EMPLOYEES (TOGETHER, THE “SALESSCREEN PARTIES”) BE LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, SPECIAL, INCIDENTAL, PUNITIVE AND CONSEQUENTIAL DAMAGES WHICH MAY ARISE, DIRECTLY OR INDIRECTLY, FROM ACCESS TO, BROWSING, USE OF, OR INABILITY TO USE THE SERVICE, INCLUDING, WITHOUT LIMITATION, DATA, TEXT, IMAGES, VIDEO, AUDIO, COMPUTER SYSTEM, PHONE LINE, HARDWARE, SOFTWARE OR PROGRAM MALFUNCTIONS, OR ANY OTHER ERRORS, FAILURES OR DELAYS IN COMPUTER TRANSMISSIONS OR NETWORK CONNECTIONS, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.IN NO EVENT SHALL THE LIABILITY OF SALESSCREEN UNDER THE AGREEMENT EXCEED ANY FEES IT SHALL HAVE RECEIVED FROM THE CUSTOMER DURING THE TWELVE (12) CALENDAR MONTHS PRIOR TO THE LIABILITY HAVING BEEN INCURRED.

16. Confidentiality

(a) Confidential Information. The parties acknowledge that, during the course of their performance under the Agreement, each party may learn “Confidential Information” (as defined above) of the other party or proprietors of Third-Party Software. Each party agrees to take reasonable steps to protect Confidential Information and further agrees that it shall not: (i) use Confidential Information except as required in the normal and proper course of performing under the Agreement; (ii) disclose Confidential Information to a third party not authorized to receive it as provided under the Agreement; or (iii) allow third-party access to Confidential Information (except as may otherwise be required by law or regulation, with allowance of sufficient time for the other party to seek a protective order or other appropriate remedy) without, in each case, obtaining prior written approval of the other party. For the avoidance of doubt, Confidential Information may be provided by a party to its attorneys, accountants, and its other professionals, on a confidential basis.The forgoing restrictions shall continue as to any item of Confidential Information for as long as the confidential nature of that information shall be maintained. In the event that the confidentiality obligations as to any Confidential Information related to Third-Party Software shall, by the terms of the license of that software, exceed those provided under the Agreement, on due notice of those confidentiality obligations by SalesScreen, which may be given by email to the Customer at its Notice Email Address, those greater obligations shall in all respects control.

(b) Standard of Care. In protecting the Confidential Information, the receiving party shall exercise at least the same degree of care as it uses with its own Confidential Information but in no event less than reasonable care.

17. Export Compliance

The Customer represents and warrants that it is not located in, under the control of, or a national or resident of, any country to which the United States has embargoed the import or export of goods, is on the United States Treasury Department’s List of Specially Designated Nationals, or United States Commerce Department’s Table of Deny Orders.

18. TERMINATION

(a) Termination by SalesScreen. SalesScreen may discontinue the Customer’s subscription and terminate the Agreement for convenience at any time, on due advance written notice to the Customer at its Notice Email Address. In the event of any such termination, the Customer will be responsible only for those fees due and owing through the date of termination and shall be entitled to a refund of the prorated value of the unused portion of the period for which payment for Services shall have been made. In the event of a missed payment, however, or if SalesScreen should reasonably come to believe that there has been misconduct or breach in performance by the Customer or any Active User under the Agreement, SalesScreen shall have the right to discontinue the Customer’s subscription and terminate the Agreement for cause and without prior notice, and the Service will no longer be available for use. In the event of any such discontinuance or any such termination for cause, the Customer will remain liable for payment of all amounts due under the Agreement through the agreed-upon completion of its Term (but without considering any automatic renewal).

(b) Termination by the Customer. In addition to its right of cancelation referenced Subsection 3(b), the Customer may terminate the Agreement following the uncured material breach by SalesScreen.The Customer must notice any claim of such a material breach, stating the reasons with particularity, after which SalesScreen shall have thirty (30) days in which to cure any such breach in material respects. In the event that the Agreement is terminated by notice by the Customer for the failure so to cure, the Customer shall be entitled to a refund of the prorated value of the unused portion of the period for which payment for Services shall have been made. Notices under this Subsection 18(b) shall be given as set forth in Subsection 20(a).

19. Effect of Cancelation or Termination

(a) Discontinuance of Use. The Customer and the Active Users shall cease all use of the Service upon the expiration or the effective date of any prior termination.

(b) Recovery of Data. The Customer will have thirty (30) days from the date of cancelation or termination, other than due to material breach by the Customer, to retrieve any of data that the Customer shall desire to retain and to which it shall be entitled under the Agreement and applicable law.

20. General Provisions

(a) Right to Contract. Each Party represents and warrants that it has the right and has obtained all necessary equity holder, board of directors or managerial approvals, as the case may be, to enter into the Agreement.

(b) Entire Agreement. These Terms and Conditions, together with its preamble, recitals, attachments, schedules, exhibits, and the Subscription Acceptance are, together, the full and final Agreement between the parties. SalesScreen and the Customer may be parties to additional or further agreements such as, without limitation, the terms of service for the primary website of SalesScreen and its affiliates. As to the terms of the provision of the Service and other subjects of the Agreement, however, the Agreement shall in all events control and shall supersede any other agreements or understandings between the parties, including, without limitation, website terms of service in whatever form and whenever made effective.

(c) Interpretation. Sections 6 through 9, 11 through 16, 19 and 20 and the payment provisions of the Subscription Acceptance shall survive the expiration or prior termination of the Agreement. If any portion of the Agreement is declared or deemed unenforceable or invalid, the agreement shall be interpreted so as to remain enforceable and valid without that portion. Headings are for convenience only and may not be considered in the interpretation of the Agreement. Where appropriate in context, any shall be deemed to include all, each to include every, the singular to include the plural, the masculine to include the feminine, and vice versa.

(d) Amendment. The Agreement can be amended only by a writing signed by both parties.

(e) Successors and Assigns. The Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns.The Customer may not assign the Agreement or any rights under it, nor may it delegate any of its duties or obligations under the Agreement, without the prior written consent of SalesScreen. SalesScreen may assign the Agreement or any of its rights and obligations under the Agreement, effective upon notice to the Customer, to any subsidiary or affiliate, or in connection with any sale, transfer, or other disposition of all or substantially all of its business or assets, but only if the assignee assumes all of the performance obligations of SalesScreen.

(f) Notice. Except as expressly provided in the Agreement for notice by email, the parties shall give all notices and communications between the parties in writing by personal delivery, a nationally-recognized, next-day courier service, first-class registered or certified mail, postage prepaid, fax, or electronic mail to the party’s address specified in the Subscription Acceptance.Any notice so given will be effective on the other party’s receipt of it or, if mailed, the earlier of the other party’s receipt of it and the fifth (5th) business day after mailing it.

(g) SalesScreen Contracting Entity, Notices, Governing Law, and Venue. The Salesscreen entity entering into this Agreement, the address to which Customer should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depend on which Salesscreen entity has signed the Subscription Acceptance.

If the Salesscreen entity who signed the Subscription Acceptance is:The Salesscreen entity entering into this Agreement is:Notices should be addressed to:Governing law is:Courts with exclusive jurisdiction are:
Salesscreen Inc.Salesscreen Inc, a Delaware corporation175 Pearl Street, Brooklyn, NY 11201, USAState of New YorkAny state or federal court located within the Borough of Manhattan, New York City, State of New York
Dogu Salesscreen ASDogu Salesscreen AS, registered in NorwayKarl Johans gate 13, 0154 Oslo, NorwayNorwayOslo, Norway
Salesscreen ABSalesscreen AB, registered in SwedenArenavägen 41, 121 77 Stockholm-Globen, SwedenSwedenStockholm, Sweden
Salesscreen Private LimitedSalesscreen Private Limited, registered in Singapore14 Mohamed Sultan rd, Singapore 238963SingaporeSingapore
Salesscreen Europe B.V.Salesscreen Europe B.V., registered in the NetherlandsPoortland 66, 1046 BD Amsterdam, NetherlandsNetherlandsAmsterdam, Netherlands

(h) Governing Law. The Agreement and any dispute arising out of it or related to its subject matter shall be governed by the laws in the table above.

(i) Consent to Jurisdiction. Each party hereby irrevocably consents to the exclusive jurisdiction and venue described in the table above, in connection with any matter arising out of, or relating to, the Agreement.

(j) Arbitration. Any controversy or claim arising out of, or relating to, the Agreement or its breach shall be submitted to arbitration by or through the International Institute for Conflict Prevention & Resolution, under its non-administered arbitration rules applicable to commercial disputes.Arbitration shall be before a single arbitrator, in English, in Manhattan, New York, New York. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction.

(k) Consent to Service. Each party hereby irrevocably agrees that process may be served on it in any manner authorized by the laws in the table above, and waives any objection which it might otherwise have to service of process under the laws in the table above.

(l) Waiver. Neither party’s failure or neglect to enforce any rights under the Agreement will be deemed to be a waiver of that party’s rights.

(m) Force Majeure. A party shall not be liable for any failure of or delay in the performance of the Agreement as a result of any act of God, fire, flood, epidemic, pandemic, storm damage, power outage, act of war, vandalism or terrorism, labor action, or riot or other civil disobedience (each, a “Force Majeure Event”) for the period that the Force Majeure Event shall be beyond the reasonable control of that party.

(n) No Relationship. Nothing in the Agreement shall be deemed to create any special relationship between the parties, such as a partnership, joint venture, or other business affiliation between the parties other than as contracting parties. Neither party will have the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.

(o) Execution. The Agreement may be executed as provided in the Subscription Acceptance.If no method is there provided, it shall be deemed to have been entered into upon electronic exchange between the parties of a manually or electronically countersigned Subscription Acceptance.

EXHIBIT A

ACCEPTABLE USE POLICY

This acceptable use policy (the “AUP”) outlines unacceptable use of the Service by the Customer and Active Users.This AUP provided under, and in addition to, the agreement (the “Agreement”) between SalesScreen and the named customer (the “Customer”), the definitions of which are incorporated into this AUP by reference SalesScreen may supplement, replace or amend this AUP from time to time on reasonable notice to the Customer, which may be given by email.

(a) Acceptable Use AUP.

Prohibited uses and activities include, without limitation, any use of the Service in a manner that, in SalesScreen’s reasonable judgment, involves, facilitates, or attempts any of the following:

  • violating any law of, or committing conduct that is tortuous or unlawful in, any applicable jurisdiction;
  • displaying, performing, sending, receiving or storing any content that is obscene, pornographic, lewd, hateful, political, lascivious, or violent, or encouraging any of the foregoing, regardless of whether the material or its dissemination is unlawful;
  • advocating or encouraging violence against any government, organization, group, individual or property, or providing instruction, information, or assistance in causing or carrying out such violence, regardless of whether such activity is unlawful;
  • accessing, sending, receiving, displaying, performing, disclosing, storing, or executing any content: (a) in violation of any copyright, right of publicity, patent, trademark, service mark, trade name, trade secret or other intellectual property or personal right, (b) in violation of any applicable agreement, or (c) without authorization;
  • deleting or altering author attributions, copyright notices, or trademark notices, unless expressly permitted in writing by the owner;
  • obtaining unauthorized access to any system, network, service, or account;
  • interfering with service to any user, site, account, system, or network by use of any program, script, command, or otherwise;
  • introducing or activating any viruses, worms, harmful code or Trojan horses;
  • sending or posting unsolicited messages or e-mail, whether commercial or not, (a) to any recipients who have requested that messages not be sent to them, or (b) to a large number of recipients, including users, newsgroups, or bulletin boards, at one time;
  • evading spam filters, or sending or posting a message or e-mail with deceptive, absent, or forged header or sender identification information;
  • holding SalesScreen or its affiliates up to public scorn or ridicule; or
  • reselling any element or module of the Service, in whole or in part; or
  • misrepresenting the relationship with SalesScreen.

Questions about this AUP and reports of violations of this AUP should be directed to SalesScreen at hi@salesscreen.com.

Privacy Policy

What information we collect and why

To deliver our SalesScreen solution we need to process some types of personal information about you. We are a data controller data when delivering SalesScreen to our customers. We are a data processor when customer and customer employees are processing certain personal data in the SalesScreen solution. Read below to see what purpose, type of information and legal basis we have for processing your personal data. As a controller Dogu SalesScreen AS processes personal data for the following activities:

PurposePersonal dataLegal basis
Billing customers for SalesScreen service Customer name, Email, Credit cardConsent
Deliver status updates for SalesScreen’s service to subscribers of SalesScreen status pageEmailConsent
Sending email information about the ServicesEmailConsent
Sending email information about sales & company culture.EmailConsent
Send email information about SalesScreen related eventsEmailConsent
Reserve tickets to eventsName, Email, Company, Job titleConsent
Keep track of our internal sales process Name, Email, Company, Job title, Phone number, IP address, Email communications, Video meeting recordingsConsent

As a processor SalesScreen processes personal data on behalf of our customers using SalesScreen.

PurposePersonal dataLegal basis
Purpose Personal data Legal basis Deliver SalesScreen to customerName, Email, Nickname, Phone number, Profile picture, IP address, Employee ID numbers, Sales and policy data related to the ID numbers, CustomersDPA with customer
Provide support for SalesScreenName, Email, IP addressDPA with customer
Product demandName, EmailDPA with customer
Deliver SMS to customerPhone numberDPA with customer
Deliver email to customerEmailDPA with customer

Your privacy rights

You have the right to require access, correction or deletion of the personal data we are processing about you. You also have the right to require limited processing of your personal data, the right to object to the processing as well as the right to require data portability. If you want to exercise your rights, send us an e-mail at privacy@salesscreen.com or privacy@dogu.no. You also have the right to lodge a complaint about our processing to a supervisory authority (in Norway: Norwegian Data Inspectorate). For processing activities based on your consent, you have the right to withdraw your consent at any time.

Storage time of personal data

We keep your personal data with us as long as it is necessary to fulfill the purpose for which the personal data was collected. This means, for example, that personal data that we process will be deleted if you withdraw your consent. Personal data relating to SalesScreen will be erased at the latest 12 months after termination of consumer contract.

Disclosure and sharing of personal data

To provide our services we rely on using some third party tools, in this connection considered as data processors. These are independent companies or legal entities that process certain personal data on behalf of us. SalesScreen ensures that all processors have entered into a data processing agreement with SalesScreen in order for us to always have control of your personal data and that the processing fulfills the requirements of the General Data Protection Regulation (GDPR). SalesScreen also uses some processors outside the EU/EEA. In these cases, SalesScreen ensures that the processors are subject to an adequate level of protection for the processing of personal data, for example by them being certified by Privacy Shield.

Subsidiaries & Sub-processors

Subsidiaries

We may engage with the following Subsidiaries as Sub-processors to deliver the Services

Subsidiary nameEntity Country
SalesScreen Europe B.V.The Netherlands
SalesScreen A.B.Sweden
SalesScreen Inc.USA
SalesScreen Private LimitedSingapore

Sub-Processors

We may use sub-processors to provide our service. Listed below are sub-processors with whom we may share personal data.

Sub-Processor NameType of ServiceEntity Country
salesforce.com EMEA LimitedSales & marketing managementUK
Zoom Video Communication, Inc.Video conferencingUSA
Microsoft Ireland Operations, Ltd.Cloud InfrastructureIreland
Dropbox IncCloud StorageUSA
Intercom R&D Unlimited CompanyCustomer communicationIreland
Puzzel ASSMS deliveryNorway
SendGrid, Inc.Email deliveryUSA
Stripe Payment Europe, Ltd.Payment ProcessingIreland
Atlassian PTY LtdStatus pageUSA
Calendly LLCEvent schedulingUSA
Promoto, IncCustomer SuccessUSA
Segment.io, IncProduct AnalyticsUSA
Mixpanel, IncProduct AnalyticsUSA
Chargebee, IncSubscription ManagementUSA
LeadIQ, IncLead ManagementUSA
Outreach, IncBusiness DevelopmentUSA
Revue Holding B.V.NewsletterThe Netherlands

Contact information to Controller

Sindre Haaland

privacy@salesscreen.com