SalesReach Terms of Use

The following Terms of Service (the "Terms") govern Customer's and Site User's (as defined below) use of the Platform licensed on the Order Form and the SR Sites (as defined below). The Terms, together with an applicable Order Form, shall be referred to as the "Agreement."

1. Applicability of These Terms.
   1. SR Sites. "SR Sites" shall be defined as all of Trijo Tech Inc. d/b/a SalesReach.io ("SalesReach") websites and mobile phone applications, which include, but are not limited to, the website(s) at www.salesreach.io and any applications for iPhone, iPad, and Android and specifically includes any branded website(s) or applications SalesReach develops for the purpose of selling, advertising or hosting a web-based sales acceleration and content distribution platform. By using the SR Sites and/or the Platform, Customer and Site User agree to be these Terms. If Customer or other user of the SR Sites ("Site User") does not agree to these Terms, please do not use the SR Sites. Some provisions of the Terms will not be applicable to Site Users who are not also Customers.
   2. Entity Applicability. These Terms and any applicable Order Form shall apply to all persons who use or access the Platform and/or the SR Sites, in their company's capacity or in an individual capacity, including authorized users, company agents or brokers, company employees or other persons access the SR Sites.
   3. Customer End-Users. The term "Customer" shall apply to the purchaser of the Platform, whether an individual or an entity, and any end-users, including brokers and agents who are granted permission to use the Platform under the Customer's license. Customer shall be responsible for ensuring each end-user granted access to the Platform by Customer adheres to these Terms.
   4. Third Party Sites. These Terms do not apply to third party sites or applications to which SalesReach provide access through the Platform or SR Sites. These sites or applications set their terms and privacy policies independent of SalesReach. Please review the terms and privacy policies of these sites and applications before using them.
2. Access to Software.
   1. License Grant. Subject to the terms and conditions of the Agreement, SalesReach grants to Customer a non-exclusive, non-transferable, limited term, license to access and use the proprietary software applications and applicable mobile apps developed, owned and hosted by SalesReach, as identified on the Order Form (the "Platform") solely for Customer's internal business purposes. SalesReach and its licensors reserve all rights in and to the Platform not expressly granted to Customer. Customer will provide, at Customer's location, hardware, software, and communications equipment which will allow Customer to access and use the Platform. Customer will be responsible for providing all additional equipment and internet connectivity at its own expense.
   2. Updates. From time to time, SalesReach may make scheduled and/or unscheduled deployments of updates to the Platform or SR Sites. During such deployments, all or selected portions of the Platform or SR Sites may be unavailable. In the event SalesReach provides Customer with updates, Customer agrees that any such updates will be governed by these Terms.
   3. Support Services. SalesReach will provide support to Customer's authorized users to address improper functioning of the Platform at no additional cost. Customer agrees that support services are for technical product support, and such services are not to be used as a substitute for proper training and education. Any Customer requiring technical assistance or who wishes to report any software bugs can do so by submitting a request through SalesReach's support center ("Support Ticket") found at support@salesreach.io. SalesReach shall respond to all Support Tickets within forty-eight (48) hours of receipt of the Support Ticket. SalesReach is under no obligation to provide support with respect to: (a) customization of the Platform; (b) alteration or modifications to the Software and underlying technology by anyone other than SalesReach; (c) use of the Platform other than in accordance with SalesReach documentation; (d) discrepancies that do not significantly impair or affect the operation of the Platform; or (e) any systems, programs or configuration not supplied by SalesReach. This support will be made available Monday through Friday between 8 am and 7 pm Central Time, excluding US Federal Holidays.
   4. Professional Services. SalesReach may provide professional services in connection with the Platform as specified on an applicable Order Form. In the event of a conflict between any term of this Agreement and an Order Form, the terms of the Order Form will prevail. Each Order Form may contain a description of the tasks to be performed by SalesReach, the SalesReach deliverables, if any, to be produced by SalesReach, responsibilities of the parties, an estimated schedule of performance, and the applicable fees and payment terms.
3. Restrictions on Use.
   1. Use Restrictions. Customer and Site User may not: (a) copy or otherwise reproduce or permit the copying or other reproduction of all or any part of the Platform or SR Sites except as otherwise permitted herein; (b) reverse engineer, decompile, disassemble or create derived works based on the Platform or SR Sites; (c) modify, adapt, translate into other programming forms or languages or extend the Platform or SR Sites to operate in other environments or on other platforms, except in accordance with these Terms; (d) allow access to the Platform by other software products for any purpose without prior approval of SalesReach; (e) use the Platform or SR Sites for any unauthorized or illegal purpose or activity; (f) interfere with the proper working of the SR Sites and Platform including, but not limited to, the transmission of any virus, worm, trap door, back door, timer, clock, Trojan horse, denial of service attack or other limiting routine, instruction or design; or (g) interfere with any other person's use and enjoyment of the SR Sites or Platform.
   2. Monitoring. SalesReach may, but has no obligation to, monitor, or suspend access to, or remove content posted by Customer through the SR Sties or Platform that SalesReach, in its sole discretion determines is unlawful, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party's intellectual property, these Terms, or the Privacy Policy.
4. Fees and Payment. Customer will pay SalesReach for the Platform in the amounts and at the rates set forth in the Order Form ("Rates"). Rates described on the Order Form are exclusive of taxes, levies, duties, governmental charges or expenses. Customer may be required to input payment account information ("Payment Account") and Customer agrees to have such Payment Account charged monthly at the Rates. Customer's acknowledges and agrees that Customer's Payment Account shall automatically be charged monthly, at the hosting rates set forth on the Order Form, for each video that is hosted on the Platform by SalesReach, including but not limited to all videos created using BuyerVideo. If the Payment Account inaccurate or SalesReach is unable to properly charge the Payment Account, Customer's use of the Platform may be discontinued. Customer will be liable for all costs and expenses related to collection of past due amounts, including legal and other professional fees and expenses of litigation. SalesReach's rights under this section will be in addition to all other rights and remedies available to SalesReach upon Customer's default.
5. Proprietary Rights.
   1. BuyerVideos. As part of the Platform, SalesReach provides Customer with a built-in software tool which can be used to create, record and upload videos ("BuyerVideos"). BuyerVideos is part of the Platform and all right, title and interest (including all intellectual property rights embodied therein) in and to BuyerVideos will remain the sole and exclusive property of SalesReach.
   2. Customer Data. Customer retains ownership of its data that is processed or hosted by the Platform, including graphics, documents, videos, images and text provided by Customer for inclusion. Customer hereby grants to SalesReach for the Term a non-exclusive, worldwide license to use, reproduce, distribute, display, and modify any user-perceptible text and multimedia information, including sound, data, text, designs, audio, video (including any videos created through BuyerVideo), graphics, photographs, information, Customer advertisements, and the like provided by Customer to SalesReach through Customer's use of the Platform ("Customer Data"). Customer Data shall not include any aggregated and/or de-identified information.
   3. Software Applications. All right, title and interest (including all intellectual property rights embodied therein) in and to the Platform will remain the sole and exclusive property of SalesReach. These Terms grant Customer and Site User no title or right of ownership in or to the Platform, SR Sites, or any component thereof including source code, or to any associated materials, documentation, intellectual property, or in or to any derivates of the Platform, SR Sites, enhancements, modifications or improvements thereto. Customer and Site User will not, at any time, take or cause any action, which would be inconsistent with or tend to impair the rights of SalesReach or its affiliates in the Platform or SR Sites. Customer and Site User may not remove or alter any of SalesReach's proprietary or copyright notices, trademarks or logos.
   4. Confidentiality. Customer and Site User acknowledges any oral or written information exchanged between the parties in connection with the preparation and performance this Agreement are regarded as confidential information, including but not limited to any information disclosed or made available by SalesReach during a free demonstration of the Platform. Customer and Site User shall maintain confidentiality of all such confidential information, and without obtaining the written consent of SalesReach, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through Customer's or Site User's unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by Customer shall be deemed disclosure of such confidential information by Customer, and Customer or Site User shall be held liable for breach of this Agreement.
6. Term and Termination.
   1. Agreement. The Agreement will commence upon the Effective Date as stated on the Order Form and remain effective for the period set forth in the Order Form unless terminated as permitted in this Section (the "Initial Term"). Unless otherwise agreed upon in the Order Form, the Initial Term will automatically renew for successive one-year periods (together, the "Term"), unless either party gives the other party written notice of non-renewal at least 30 days prior to the end of the then-current Term, or terminates the Agreement pursuant to this Section. Either party may terminate the Agreement for cause if the other party (a) materially breaches the Agreement and fails to cure such breach within 30 calendar days of receiving a written notice of breach from the non-breaching party; (b) ceases to do business in the normal course, (c) becomes or is declared insolvent or bankrupt, (d) is the subject of any proceeding related to its liquidation or insolvency (whether voluntary or involuntary) which is not dismissed within 90 calendar days or (e) makes an assignment for the benefit of creditors. This Section 6 contains the parties' exclusive termination rights, unless otherwise provided in an Order Form. SalesReach may terminate this Agreement at any time by providing thirty (30) days' written notice to Customer. Termination of the Agreement will relieve SalesReach of all obligations to provide Customer access to the Platform and any licenses granted under the Agreement will immediately cease.
   2. Terms. These terms shall be applicable to each Site User upon first use of the SR Sites and shall continue for so long as Site User uses the SR Sites or until the expiration of the Agreement if the Site User is also a Customer, whichever is longer.
7. Indemnification.
   1. By SalesReach. SalesReach will indemnify and defend Customer and its affiliates, directors, officers, employees and agents with respect to any claims, liabilities, damages and expenses, including reasonable attorneys' fees, arising out of any third-party claim that the Platform as provided by SalesReach infringes on any copyright, patent, trademark, trade secret or other intellectual property right of any third party. Notwithstanding the foregoing, SalesReach will have no obligation pursuant to the foregoing indemnification provision to the extent that any claim is based on or related to: (a) any use of the Platform or SR Sites in violation of the Terms or Agreement, (b) any use of the Platform in conjunction with any third party service, data, hardware or software not provided by SalesReach, or (c) any material or data provided by Customer or Site User. If Customer's use of the Platform becomes, or is likely to become, the subject of an infringement claim, SalesReach may, at its option and expense (i) procure the right for Customer to continue using the Platform, (ii) replace or modify the infringing components of the Platform with non-infringing components of substantially equivalent functionality. The foregoing states the entire liability of SalesReach with respect to this Section, and Customer hereby expressly waives any other remedies for infringement claims.
   2. By Customer. Customer will defend and indemnify SalesReach and its affiliates, directors, officers, employees and agents with respect to any claims, liabilities, damages and expenses, including reasonable attorneys' fees, arising out of any claim that the Customer Data, or any use of the Customer Data in accordance with this Agreement infringes or misappropriates a third party's intellectual property or other legal rights and any third party claims based on Customer's or Customer's authorized users': (a) breach of this Agreement; (b) use of the Platform in a manner not authorized by this Agreement; (c) modifications to the Platform not made by SalesReach; or (d) failure to comply with any federal, state, or global laws.
   3. By Site User. Site User shall indemnify and defend SalesReach and its affiliates, directors, officer, employees and agents from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind and injury arising out of or relating to: (i) Site User's unauthorized use or misuse of the SR Sites; (ii) Site User's violation of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (iii) Site User's violation of any rights of a third party, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (iv) any dispute or issue between you and any third party.
   4. Indemnification Procedures. A party seeking indemnification hereunder (an "Indemnified Party") will give the Party from whom indemnification is sought (the "Indemnifying Party"): (a) reasonably prompt notice of the relevant claim; (b) reasonable cooperation and assistance, at the Indemnifying Party's request and expense, in the defense or settlement of such claim; and (c) sole control the defense and settlement of any such claim; provided, however, that the Indemnifying Party will not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party's rights or interest. The Indemnified Party will have the right to participate in the defense at its own expense.
8. WARRANTY DISCLAIMER. ALL WARRANTIES, CONDITIONS AND OTHER TERMS IMPLIED BY STATUTE, COMMON LAW OR IN ANY OTHER WAY, INCLUDING ANY IMPLIED WARRANTIES AS TO QUALITY, PERFORMANCE, TITLE, NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ALL WARRANTIES ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE AND USAGE OF TRADE, ARE EXCLUDED FROM THE AGREEMENT TO THE FULLEST EXTENT PERMITTED BY LAW. THE PLATFORM IS PROVIDED ON AN "AS IS" BASIS AND CUSTOMER'S USE OF THE PLATFORM AND SITE USERS USE OF THE SR SITES ARE AT THEIR OWN RISK. SALESREACH DOES NOT WARRANT THAT THE PLATFORM WILL MEET CUSTOMER'S REQUIREMENTS OR THAT THE OPERATION OF THE PLATFORM WILL BE UNINTERRUPTED OR COMPLETELY SECURE OR ERROR-FREE. CUSTOMER ASSUMES RESPONSIBILITY FOR TAKING ADEQUATE PRECAUTIONS AGAINST DAMAGES WHICH COULD BE CAUSED BY DEFECTS, INTERRUPTIONS OR MALFUNCTIONS IN THE PLATFORM OR THE HARDWARE ON WHICH IT IS INSTALLED.
9. Limitation of Liability. SALESREACH WILL NOT BE LIABLE FOR VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION OR TO ANY THIRD PARTY FOR CLAIMS ARISING OUT OF OR RELATED TO CUSTOMER DATA PROVIDED TO SALESREACH OR PLACED ON THE PLATFORM BY CUSTOMER OR AT CUSTOMER'S DIRECTION. IN NO EVENT WILL (A) SALESREACH BY LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE TERMS, THE AGREEMENT. THE SR SITES OR THE PLATFORM; AND (B) SALESREACH'S TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR SITE USER EXCEED THE AMOUNT PAID TO SALESREACH UNDER THE AGREEMENT DURING THE PREVIOUS TWELVE (12) MONTH PERIOD.
10. Privacy. SalesReach's Privacy Policy can be found at "Privacy Policy" and is expressly incorporated into these Terms. The Privacy Policy discloses SalesReach's practices regarding the collection, use and disclosure of Site User's and Customer's personal information that is created, uploaded, or transmitted while using the SR Sites or the Platform. Agreement to the Terms shall also be considered an agreement to the Privacy Policy and consent to the collection, use and disclosure of information provided to SalesReach as set forth in these Terms.
11. Miscellaneous.
    1. Assignment. Customer may not assign the Agreement or any right created hereunder without the prior written consent of SalesReach. Any prohibited assignment is void. The Agreement shall inure to the benefit of the parties' respective permitted successors and assigns
    2. Amendments; Waiver; Severability. The Agreement may only be amended or modified in a writing duly executed by authorized representatives of SalesReach and Customer. Any waiver of any breach of any term or any condition of the Agreement will not be construed as a waiver of any subsequent breach of any term or condition of the Agreement. If any part, term or provision of the Agreement will be held to be illegal or unenforceable it will not affect the validity or enforceability of the remainder of the Agreement. The parties will replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. SalesReach may modify the provisions of these Terms applicable to Site Users on a going-forward basis, in SalesReach's sole discretion. SalesReach will post such changes here, with the last updated date. Site User's continued use of the SR Sites indicates Site User's agreement to be bound by the new Terms. SalesReach's modification of the Terms shall only apply to Site User's use of the SR Sites and will not be applicable to Customer's Agreement and will not amend or alter an Agreement between Customer and SalesReach in anyway unless agreed to in writing by Customer.
    3. Notice for California Site Users. Under California Civil Code Section 1789.3, Site Users of the SR Sites from California are entitled to the following specific consumer rights notice: You may contact us to resolve a complaint regarding the service or to receive further information regarding use of the service at SalesReach LLC, Attn: Support Team 600 Washington Avenue North Minneapolis, MN 55401 (support@salesreach.io). If you choose, you may also contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210. Information about the Department's consumer complaint process can be found on its website. California Civil Code Section 1798.83 permits California residents who use the SR Sites to request certain information regarding SaleReach's disclosure of personal information to third parties for their direct marketing purposes. To make such a request, or if Site Users have any questions or concerns about Site User's California privacy rights, Sales Reach's Privacy Policy or SalesReach's use of Site Users Personal Information, please contact SalesReach by email at support@salesreach.io, by postal mail at SalesReach LLC, Attn: Support Team 600 Washington Avenue North Minneapolis, MN 55401. On any email or postal letter Site Users send, please include "Privacy" in the subject line. Additional information for California residents pertaining to their privacy rights can be found in the Privacy Policy.
    4. Publicity. SalesReach may disclose in its advertising and marketing materials that: (a) Customer has entered into the Agreement with SalesReach; and (b) Customer is a customer of SalesReach.
    5. Disputes. The Agreement will be governed and construed in accordance with the laws of the State of Minnesota without giving effect its conflict of law principles. The 1980 U.N. Convention on Contracts for the International Sale of Goods does not apply to the Agreement. All disputes arising from or relating to the Agreement will be within the exclusive jurisdiction of the state and/or federal courts located within Hennepin County, Minnesota. Any claim arising from or related to the Agreement must be brought in the state or federal courts located in Minneapolis, Minnesota.
    6. Entire Agreement. The Agreement, including the Order Form and any other exhibits, comprises the entire agreement between the parties relating to the subject matter hereof. The Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning the subject matter of the Agreement. If there is any conflict between the Order Form and these Terms, the provisions of the Order Form will control. The Agreement may be executed in several counterparts, each of which will be deemed to be an original, and all of which, when taken together, will constitute one and the same instrument. Sections 5 (Proprietary Rights), 7 (Indemnification) 8 (Warranty Disclaimer), 9 (Limitation of Liability), 10 (Privacy), and 11 (Miscellaneous) survive termination of the Agreement.

Date Last Modified: March 31st, 2021