IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS.
We reserve the right to update or modify these Terms from time to time by posting updated versions of the Terms on our website. All such modifications are effective upon the posting of the revised Terms. Your use of the Services following such notification constitutes your acceptance of the terms and conditions as modified.
1. USE OF SERVICES
1.1 Use. Our Services consist of access to and use of our proprietary sales analytics and intelligence platform, intelligence reports sent via email, and related technical support. FunnelWise will provide you access to and use of the Services during the pilot program.
1.2 Your Responsibility. You may use our Services only for your internal business purposes. You are responsible for (a) complying with these Terms; (b) the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership of or right to use your data and the means by which you acquired your data; (c) safeguarding and maintaining the secrecy of your usernames and passwords at all times and notifying Us promptly of any unauthorized use of your usernames and passwords; (d) using the Service in compliance with applicable laws and government regulations; and (e) providing the equipment and services needed to access our Services. FunnelWise does not guarantee that the Services are accessible on any equipment or device or with any particular software or service plan.
1.3 Use Restrictions. You agree that you will not (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party or use the Service for third party training, commercial time sharing, rental or service bureau use in any way; (b) modify, copy, distribute, transmit, display, reproduce, disassemble, decompile, reverse engineer, or make derivative works based upon any portion of the Service; (c) interfere with or disrupt the integrity or performance of any Service contained herein; (d) use the Service to share or store any data or software which contains a virus, Trojan horse, worm, malware, or other harmful component; (e) create Internet “links” to Our site or “frame” or “mirror” any portion of our site or Service on any other server or wireless or Internet-based device; or (f) 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.
2. OUR RESPONSIBILITIES
2.1 Data Protection. We will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of your data. These safeguards will include, but will not be limited to, encryption of user passwords, transmission of data via SSL, and measures for preventing use or disclosure of your data by Our personnel except as necessary to provide the Services or as required by law.
2.2 Results. Our Services are made available to you on an “as is,” “with all faults” and “as available” basis with the express understanding that your use of the Services is at your own discretion and risk. We make no claims or promises as to the quality, accuracy or reliability of the Services as all results generated through our analysis, Services, and work product are dependent upon your data, its quality, accuracy and reliability. It is your responsibility to ensure that your data is accurate, correct and reliable, and as such, we hold no responsibility as to the results generated through the use of your data.
3.1 Your Content. The FunnelWise Services allow you to upload and use information to and through Our Services (collectively, “Your Content”). You are solely responsible for the accuracy, quality, legality, and means by which you acquired Your Content. FunnelWise will use Your Content to provide the Services to you. You have all rights necessary to provide Your Content to Us, and you hereby grant FunnelWise a worldwide license to use, reproduce, transmit, display, and adapt Your Content as necessary for FunnelWise to provide the Services to you in accordance with these Terms. You understand that we do not guarantee that your use of the Services and Your Content will be private or secure and we are not responsible or liable to you for any lack of privacy or security that you may experience.
3.2 Third Party Services. We are not responsible for the content of other services or for losses, liabilities, actual or pending claims, actions, damages, expenses, costs of defense and reasonable attorney’s fees arising from your use of content, information, websites, software services and other materials of third parties with which you may interact when you use Our Services. You access other services at your own risk, and you are responsible for complying with terms and conditions applicable to your access and use of other services.
4.1 Reservation of Rights. We retain all right, title, and interest in and to the Service including all intellectual property rights. Your use of the Service does not grant or confer any rights to you, by license or otherwise, in or to the Service. You acknowledge and agree that We may modify the Service at our sole discretion at any time.
4.2 Intellectual Property. We are the sole and exclusive owner of all right, title, and interest, including all Intellectual Property Rights in and related to the Service and all other information provided by you, excluding your data, or any other party relating to Service functionality or organization, including but not limited to any graphics, content, features, layouts, trade names, logos, trademarks, service marks, domain names, social media identifiers, templates or materials provided by Us, any suggestions, ideas, enhancement requests, feedback, recommendations, modifications, or derivative works related to the Service, and any materials, software, technology or tools used or provided by Us (collectively the “Intellectual Property”). You shall not use, sell, rent, lease, sublicense, distribute, broadcast, transmit, stream, place shift, transfer, copy, reproduce, download, time shift, display, perform, modify or timeshare the Intellectual Property or any portion thereof, or use such Intellectual Property as a component of or a base for products or services prepared for commercial use, sale, sublicense, lease, access or distribution, unless We grant you, in writing, a limited, non-exclusive, revocable, non-transferable, non-sub licensable license while these Terms are in effect. You shall keep the Intellectual Property confidential and shall not prepare any derivative work based on the Intellectual Property or translate, reverse engineer, decompile or disassemble the Intellectual Property. You shall not take any action to challenge or object to the validity of Our rights in the Intellectual Property or Our ownership or registration thereof. All rights to the Intellectual Property not expressly granted in these Terms are reserved by FunnelWise. We do not grant you a license or other authorization to copy or use our Intellectual Property Rights, except as expressly provided herein.
4.3 License by You to Use Feedback. You hereby assign any rights and interest in any suggestions, ideas, feedback recommendations, modifications, or derivative works related to the Service to Us.
4.4 Aggregate Data. We may monitor use of the Services by all of our customers and use the data gathered in an aggregate and anonymous manner. Such usage may include compiling statistical information related to the performance of our customers’ sales activities, but only in an aggregate and anonymous manner. You agree that we may use and publish such information, provided that such information does not identify you.
5.1 Fees. There are no fees associated with the Services governed by these Terms. Any future service or subscription fees and terms resulting from Our relationship with you will be governed by a separate order form.
6. TERM AND TERMINATION
6.1 Term. These Terms shall remain in effect until the FunnelWise pilot program terminates. FunnelWise will notify you of the pilot program termination date. At such time, you may re-register for Our Services by completing the applicable order form and agreeing to the then current terms.
6.2 Termination. Either party may terminate these Terms for convenience at any time.
6.3 Surviving Provisions. In the event of termination or expiration of these Terms, the following Sections will survive: “Ownership”, “Confidentiality”, “Indemnification”, “Limitation of Liability”, “Governing Law”, and “General Provisions”.
7.1 Indemnification by Us. We will defend you against any claim, demand, suit, or proceeding made or brought against you by a third party claiming that the use of Our Service in accordance with these Terms infringes or misappropriates such third party’s intellectual property rights. We will indemnify you from any damages, attorney’s fees and costs finally awarded against you as a result of a claim against you provided you (a) promptly give Us written notice of the claim against you, (b) give Us sole control of the defense and settlement of the claim against you, and (c) give Us all reasonable assistance, at Our expense.
7.2 Indemnification by You. You shall indemnify, defend, and hold harmless Us, our licensors and each such party’s parent organizations, subsidiaries, affiliates, officers, directors, members, employees, advisors, and agents from and against any losses, damages, liabilities, expenses, costs, claims, causes of action or complaints from a third party arising out of or related to your use of the Service in breach of these Terms, including but not limited to reasonable attorney’s fees, costs, expert witness fees, or litigation loss of any kind provided We (a) promptly give you written notice of the claim against Us, (b) give you sole control of the defense and settlement of the claim against us, and (c) give you all reasonable assistance, at your expense.
8. REPRESENTATIONS AND WARRANTIES
8.1 Disclaimers. Except as expressly provided herein, neither party makes any warranty of any kind, whether express, implied, statutory, or otherwise, and each party specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement to the maximum extent permitted by applicable law. Each party disclaims all liability and indemnification obligations for any harm or damages caused by any third-party hosting providers.
9. LIMITATION OF LIABILITY
9.1 Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THESE TERMS WILL EXCEED THE AMOUNT PAID BY YOU IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING IN TORT, CONTRACT, COMMON LAW, STATUTE, REGULATION OR OTHERWISE EXCEED THE TOTAL AMOUNT PAID BY YOU. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY COMPENSATORY, PUNITIVE, EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF YOUR USE OF THE SERVICE OR INABILITY TO GAIN ACCESS TO OR USE THE SERVICE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES. IN SUCH STATES, LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. FURTHERMORE, YOUR SOLE AND EXCLUSIVE RIGHT AND REMEDY IN CASE OF DISSATISFACTION WITH THE SITE OR OUR SERVICES OR ANY OTHER GRIEVANCE SHALL BE YOUR TERMINATION OF ACCESS TO, OR USE OF THE SITE.
10. GENERAL PROVISIONS
10.1 Local Laws and Export Compliance. You represent and warrant that you will comply with all applicable local, state, national, province, and foreign laws, including but not limited to export, re-export, and foreign policy controls which may be imposed by the United States government, and treaties and regulations in connection with Your use of the Service. You acknowledge and agree that the Service shall not be used by, transferred to or otherwise exported or re-exported to countries, or nationals or residents thereof, as to which the United States maintains an embargo.
10.2 Waiver. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right.
10.3 Severability. If any provision(s) of these Terms 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.