Terms and Conditions
These License Terms and Conditions are entered into by and between Customer and Sales Prophet, LLC (, , or ). The following terms and conditions, together with any other documents expressly incorporated by reference (collectively, the ), govern (i) Customer’s access to and use of www.SalesProphet.io and the content and functionality offered on or through www.SalesProphet.io (collectively, the ), and (ii) Customer’s use of Sales Prophet’s proprietary, hosted service data base product and/or application programming interface offerings (the ) and the all associated documentation (if any) (the and, together with the Subscription Services, the ). The effective date of these License Terms as to Customer’s use of the Website, Subscription Services, or the Product is the date that you first accept or agree to these License Terms.
IMPORTANT: Please review the mutual arbitration agreement set forth below carefully, as it will require the customer to resolve disputes with Sales Prophet on an individual basis (waiving the customer’s right to a class action) through final and binding arbitration. By entering this agreement, the customer expressly acknowledges that the customer has read and understands all of the terms of this mutual arbitration agreement and has taken the time to consider the consequences of this important decision.
2. Website Terms.
The Website and all of its content, features, and functionality (including, but not limited to, all information, software text, displays, images, video, and audio, and the design and arrangement thereof) are owned by Sales Prophet, its licensors, or other providers of such material and are all protected by copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner. Sales Prophet, its logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Sales Prophet or its affiliates or licensors. Customer must not use such marks without the prior written permission of the Sales Prophet. All other names, logos, product and service names, designs, and slogans on this Website are the trademarks of their respective owners.
These License Terms allow Customer to use the Website for Customer’s personal, non-commercial use only. Customer must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, transmit or otherwise exploit any of the material on our Website; provided that Customer may print or download one copy of such materials for Customer’s own personal, non-commercial use and not for further reproduction, publication, or distribution. Customer must not delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website. If Customer prints, copies, modifies, downloads, or otherwise uses or provides any other person with access to any part of the Website is in breach of the License Terms, Customer’s right to use the Website will stop immediately and Customer must, at our option, return or destroy any copies of the materials Customer has made. No right, title, or interest in or to the Website or any content on the Website is transferred to Customer, and all rights not expressly granted are reserved by Sales Prophet. Any use of the Website not expressly permitted by these License Terms is a breach of these License Terms and may violate copyright, trademark, and other laws.
Sales Prophet is based in the United States. We make no claims that the Subscription Services, Product, or the Website or any of their content is accessible or appropriate outside of the United States. Access to the Website, Product, or the Subscription Services may not be legal by certain persons or in certain countries. If Customer accesses the Website, Product, or the Subscription Services from outside the United States, Customer does so on Customer’s own initiative and are responsible for compliance with local laws.
We reserve the right to withdraw or amend the Website, these License Terms, the terms and conditions upon which Customer may be able to access the Website, and any services, features, or material we provide on the Website, in our sole discretion and without providing notice to Customer. We will not be liable if, for any reason, all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users for any reason at all. Sales Prophet may add new services, features, or material for a fee and may add or amend fees for existing services, features, or material, at any time in our sole discretion. If Customer chooses to purchase the additional services, features, functionality, content, or material, Customer agrees to the pricing and payment terms that may be displayed when Customer makes such purchase, as we may update them from time to time.
Customer may need a username and password to login into the Website and to use certain functions and portions within the Website, including the Product and Subscription Services. Customer must treat such information as confidential, and Customer must not disclose it to any other person or entity. Customer also acknowledges that Customer’s account is personal to Customer and agrees not to provide any other person with access to this Website or portions of it using Customer’s user name, password, or other security information. Customer agrees to notify us immediately of any unauthorized access to or use of Customer’s user name or password or any other breach of security.
Customer may use the Website only for lawful purposes and in accordance with these License Terms. Customer agrees not to:
(i) violate any applicable laws (whether federal, state, or international to the U.S.) (“Laws”),
(ii) violate the U.S. CAN-SPAM Act of 2003 or the Canadian Anti-Spam Legislation (CASL), as such statutes may be amended from time to time, or the U.S. TCPA. For information on CAN-SPAM, go here; for information on CASL, go here; and for information on the TCPA, go here;
(iii) use the Output Data to advertise or promote any goods or services (or send any other communications) that are illegal in the place offered or consumers,
(iv) use the advertise or promote adult service (such as pornography or escort services), tobacco products, illegal gambling, counterfeit or pirated goods or services, or violate any securities or commodities regulations (such as to support a “pump and dump” scheme);
(v) defraud, deceive or mislead anyone;
(vi) communicate or transmit content that is defamatory, dishonest, obscene, sexually explicit, pornographic, vulgar or offensive;
(vii) promote or engage in discrimination, racism, harassment or hate speech against any individual or group; or
(viii) threaten or promote violence.
Restriction on Use of Email Services
The following practices are not permitted from our service and would be considered a violation of our policy. Please find below some examples. They are subject to change.
(i) not include opt out messages to any commercial emails or failing to comply with applicable laws ;
(ii) use a fictional identity or a pseudonym or an alias to send emails;
(iii) send emails that generate an unacceptable level of bounces;
(iv) send emails that generate an unacceptable level of spam or complaints;
(v) transmit material that contains or links to virus, trojan horse, worms or any malicious or harmful software program;
(vi) use Sales Prophet’s service in conjunction with any unsolicited or harassing messages (commercial or otherwise) including but not limited to unsolicited emails, or phone calls
If you know or suspect anyone violating these policies, please notify us at email@example.com. Sales Prophet will determine compliance of this policy at its sole discretion.
Information and other content provided by third party licensors and suppliers to Sales Prophet (“Third Party Content”) is, in each case, the copyrighted and/or trademarked work of the owner of such Third Party Content. Customer acknowledges and agrees that Customer has no right to download, cache, reproduce, modify, display, edit, alter or enhance any of the Third Party Content in any manner unless Customer has permission from the owner of the Third Party Content. The Website contains links to other sites and resources provided by third parties and such links are provided for Customer’s convenience only. We have no control over the contents of those websites or resources, and accept no responsibility for them or for any loss or damage that may arise from Customer’s use of them. If Customer decides to access any of the third party websites linked to the Website, Customer do so entirely at Customer’s own risk and subject to the terms and conditions of use for such websites.
3. The Subscription Services, Product, and Data.
All rights, title and interest in and to the Product and any improved, updated, modified or additional parts thereof, shall at all times remain the property of Sales Prophet or its licensors. Nothing herein shall give or be deemed to give Customer any right, title or interest in or to the same except as expressly provided in this Agreement. Sales Prophet reserves all rights not expressly granted herein. Subject to and conditioned on Customer’s and Customer’s Authorized Users’ in compliance with the terms and conditions of these License Terms, We hereby grant Customer a non-exclusive, non-transferable license during the applicable Subscription Term (as defined below) (i) to access and use the Product, (ii) to use all associated Documentation in connection with such authorized use of the Subscription Services, and (iii) to make one copy of the Documentation solely for archival and backup purposes; in each case, solely for use by Customer and/or Customer’s Authorized Users in accordance with the terms and conditions herein. Such use is limited to Customer’s internal business use by the number of Authorized Users and Subscription purchased. For purposes of these License Terms, “Authorized Users” means Customer’s employees, consultants, contractors, and agents (a) who are authorized by Customer to access and use the Product under the rights granted to Customer pursuant to these License Terms; and (b) for whom access to the Product has been purchased.
Except as expressly permitted in these License Terms, Customer shall not, and shall not permit any third party to: (i) copy, reverse engineer, reverse assemble, or otherwise attempt to discover the source code of all or any portion of the Product; (ii) reproduce, modify, translate or create derivative works of all or any portion of the Product; (iii) assist any third party to gain access, license, sublicense, resell distribute, assign, transfer or use the Product; (iv) remove or destroy any proprietary notices contained on or in the Product or any copies thereof; or (v) publish or disclose the results of any benchmarking of the Product, or use such results for Customer’s own competing services development activities, without the prior written permission of Sales Prophet.
All of our Subscription Plans are billed in advance on a monthly or annual basis. Customer agrees to pay all fees, charges, and taxes to be paid by Customer in connection with Customer’s purchased Subscription Plan for the duration of the Subscription Term (the “Fees” or “Subscription Services Fees”). All payments of Subscription Services Fees made are non-refundable and non-transferable. We reserve the right to change our pricing terms at any time. If we do so, we will let Customer know by posting the new pricing terms on the Website or through other communications. We also reserve the right to change other terms of our Subscription Plans at any time, including changing the features that can be accessed through a particular Subscription Plan. To purchase a Subscription Plan, Customer must provide us with current, complete, accurate and authorized credit card or other approved payment method information. Customer agrees to promptly notify us of any changes to the provided payment method while Customer’s subscription remains in effect. We subscribe to our payment processors’ account update service. This means that even if Customer’s credit card expires or changes numbers, depending on the terms of Customer’s credit card agreement with Customer’s credit card provider, our payment processors may receive updated card information and will be able to charge Customer’s credit card using the updated information. Customer authorize us to automatically charge the provided payment method for the selected Subscription Plan. We will charge Customer for the Initial Subscription Term at the time of purchase or shortly after purchase. We will charge Customer for renewals of Customer’s Subscription Plan on a recurring basis, at the beginning of each Renewal Subscription Term, until such time that Customer cancels pursuant to Section 3.2. Customer understands that failure to pay any Fees or other charges may result in the suspension or cancellation of Customer’s Subscription Plan. Fees are non-refundable.
Should Customer downgrade Customer’s Subscription Plan, the new Fees for such downgraded Subscription Plan will take effect at the beginning of the following Renewal Subscription Term and no pro-rated refund of any prepaid Fees will be issued to Customer. Should Customer upgrade Customer’s Subscription Plan, the new Fees for such upgraded Subscription Plan will take immediate effect and Customer will be charged in full for the upgraded Subscription Plan.
Except as expressly permitted in these License Terms, Customer shall not, and shall not permit any third party to: (i) print, download, export, or make copies of Data (as defined below) that is made available to Customer through the Subscription Services; or (ii) use the Product, Subscription Services, or Data, in whole or in part, to advertise, sell, or exchange any products or services related to illegal or illicit activities, including, without limitation, payday loan services, sex products or services, drug products or services, pornographic materials, weapons, or involving credit repair services. For purposes of these License Terms, “Data” means the information or other data made available by Sales Prophet to Customer through the Subscription Services, including, without limitation, the personal information and/or records of individuals and their company affiliation that are contained on Sales Prophet’s database and made available to Customer through the Subscription Services. To the extent that Customer’s use of the Subscription Services or Products requires us to enter into one or more of the Standard Contractual Clauses (SCC) Agreements with Customer, such as without limitation when you access or download or print one copy of the materials provided by Sales Prophet as permitted hereunder from within a jurisdiction that is not considered adequate as per the General Data Protection Regulation (“GDPR”) or the UK General Data Protection Regulation (“UK GDPR”) or equivalent data protection laws in the United Kingdom, Customer agrees to be, and are hereby, required to enter into a SCC Agreement for transfers from the United Kingdom, the European Union and Switzerland and to implement and maintain appropriate technical and organizational measures as set forth in the GDPR or UK GDPR, as applicable.
Sales Prophet’s professional and unlimited agency plans operate under a fair use policy to prevent potential abuse regarding the use of our data. The data limit for a professional plan is 50,000 contacts a month or 600,000 contacts per year. Agency plan subscribers receive 200,000 contacts a month or 2.4 million contacts per year. These contacts can be spread across multiple accounts and email addresses. That is unless we will enter into a separate agreement that specifies a different contact limit, governed by an applicable further order form. Sales Prophet may or may not implement these contact restrictions at any given time to prevent harm to either the company or Sales Prophet subscribers.
Agency plan subscribers which includes sales consultants, and consulting firms who directly support their clients with lead generation and marketing services can add as many clients/sub accounts as they like to their agency account. However, Agency plan subscribers cannot resell an agency license to another agency. Sales Prophet reserves the right to review each agency account and if found to break this fair use clause, will elect to warn the agency subscriber. If no action is taken and the agency continues to support another agency under their plan may be suspended.
We may, directly or indirectly, suspend, terminate, or otherwise deny Customer’s or any Authorized User’s access to or use of all or any part of the Subscription Services or the Product, without incurring any resulting obligation or liability, if: (a) We receive a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires us to do so; or (b) We believe, in our good faith discretion, that: (i) Customer or any Authorized User has failed to comply with any term of these License Terms, or accessed or used the Subscription Services or the Product beyond the scope of the rights granted or for a purpose not authorized under these License Terms or in any manner that does not comply with any instruction or requirement set forth in the Documentation; (ii) Customer or any Authorized User is, has been, or is likely to be involved in any fraudulent, misleading, or unlawful activities; or (iii) these License Terms expire or are terminated. This Section is not intended to limit any of our other rights or remedies, whether at law, in equity, or under these License Terms.
4. Term and Termination.
Subject to earlier termination as provided below or otherwise in these License Terms, the term of these License Terms will commence on Customer’s acceptance of these License Terms and will continue for as long as the Product is being provided to Customer under these License Terms and/or under a separate Order Form.
Subject to the following, Customer has the right to terminate Customer’s account at any time by sending a cancellation request to Support@Sales Prophet.io. Customer may cancel Customer’s Subscription Plan through Customer’s account at any time and for any reason with termination effective at the end of such Subscription Term. However, all Fees paid by Customer hereunder are non-refundable. If Customer cancels Customer’s Subscription Plan prior to the end of the applicable Subscription Term, Customer will no longer be able to continue accessing or using the Service and/or the Product at the end of such Subscription Term and such termination will only be effective at the start of the next billing or Renewal Subscription Term. Sales Prophet may terminate Customer’s account and these License Terms at any time by providing ten (10) days prior notice to the administrative email address associated with Customer’s account. In addition to any other remedies Sales Prophet may have, Sales Prophet may also terminate these License Terms upon two (2) day notice in the case of nonpayment. If Customer breaches any of the terms or conditions of these License Terms, Customer acknowledges that Sales Prophet reserves the right to terminate accounts that are inactive for an extended period of time and the right to modify or discontinue, temporarily or permanently, the Subscription Services or the Product. Upon the expiration or earlier termination of these License Terms, Customer’s rights to use the Product and the Data shall terminate.
All sections of these License Terms which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
5. Compliance with Laws.
Customer must comply with all applicable federal, state and local laws, rules, regulations, and ordinances relating to telemarketing, data privacy, consumer protection, and any others laws that may relate to Customer’s use of the Subscription Services, Product, and Data, including, without limitation, the CAN-SPAM Act, the Telephone Consumer Protection Act, the General Data Protection Regulation of the European Union, and the California Consumer Privacy Act. Customer shall not, and shall not permit any third party to, license, sell, rent, lease, transfer, assign, distribute to any third party, or commercially exploit the Data, in whole or in part, or use the Data in connection with credit granting, credit monitoring, account review, collections, insurance underwriting, employment or any other purpose covered by the Fair Credit Reporting Act (“FCRA”), interpretations of the FCRA by the Federal Trade Commission, or by similar federal and state statutes.
Customer agrees that Customer will indemnify, defend and hold Sales Prophet harmless against any losses resulting from any third party claim against Sales Prophet arising out of or in connection with any violation of any applicable law by Customer.
6. Disclaimers; Limitation of Liability.
The Data and the information presented on or through the Website, the Subscription Services, or the Product is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this Data or information. Any reliance Customer places on such Data information is strictly at Customer’s own risk. We disclaim all liability and responsibility arising from any reliance placed on such Data or information by Customer or any other visitor to the Website or Product user. We do not represent or warrant that Customer will obtain any minimum number of leads as a result of use of the Product or Data.
Or Punitive Damages, Including But Not Limited To, Personal Injury, Pain and Suffering, Emotional Distress, Loss of Revenue, Loss of Profits, Loss of Business or Anticipated Savings, Loss of Use, Loss of Goodwill, Loss of Data, and Whether Caused by Tort (Including Negligence), Breach of Contract, or Otherwise, Even If Foreseeable.
Indemnification by Customer. Customer agrees to defend, indemnify, and hold harmless Sales Prophet, its affiliates, licensors, and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors, and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising out of or relating to: (i) Customer’s violation of these License Terms or Customer’s use of the Product or the Data, including, but not limited to any use of the Product’s content, services, and products other than as expressly authorized in these License Terms or Customer’s use of any information obtained from the Product; (ii) allegation of facts that, if true, would constitute Customer’s breach of any of Customer’s representations, warranties, covenants, or obligations under this Agreement; (iii) gross negligence or willful misconduct by Customer or any Authorized User; (iv) any violation of any applicable law by Customer; (v) access to or use of the Product by Customer or any Authorized User in combination with any hardware, system, software, network, or other materials or service not provided by Sales Prophet or specified for Customer’s use in the Documentation; or (vi) modification of the Product other than by or on behalf of Sales Prophet or with Sales Prophet’s prior written approval.
8. Dispute Resolution.
PLEASE READ THIS SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT CUSTOMER’S LEGAL RIGHTS, INCLUDING CUSTOMER’S RIGHT TO FILE A LAWSUIT IN COURT. THIS SECTION 8, INCLUDING THE PROVISIONS ON BINDING ARBITRATION AND CLASS ACTION WAIVER, SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT.
All matters relating to the Website, the Subscription Services, the Product, Data and these License Terms and any dispute or claim arising therefrom or related thereto shall be governed by and construed in accordance with the laws of the State of Florida without giving effect to any choice or conflict of law provision or rule.
Certain portions of this Section are deemed to be a “written agreement to arbitrate” pursuant to the Federal Arbitration Act (“FAA”). Customer and Sales Prophet expressly agree and intend that this Section satisfies the “writing” requirement of the FAA. This Section can only be amended by mutual agreement.
CUSTOMER AND SALES PROPHET AGREE THAT ANY DISPUTE, CONTROVERSY, OR CLAIM ARISING OUT OF, OR RELATING TO CUSTOMER’S USE OF THE SUBSCRIPTION SERVICES, PRODUCT, AND/OR DATA UNDER THIS AGREEMENT SHALL BE RESOLVED ONLY BY FINAL AND BINDING ARBITRATION, except that (1) Customer may assert claims in small claims court within the scope of that court’s jurisdiction; and (2) this agreement to arbitrate does not limit Customer’s or Sales Prophet’s right to seek injunctive or other equitable relief in state or federal court in Pinellas County, Florida to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights. To begin an arbitration proceeding, Customer must send a letter requesting arbitration and describing Customer’s claim to Sales Prophet at 14 Ryewood Circle, Homosassa, FL 34446. The arbitration will be conducted by JAMS in accordance with the JAMS Streamlined Arbitration Procedure Rules in effect at the time the arbitration is initiated, excluding any rules or procedures governing or permitting class actions. Payment of all filing, administration and arbitrator fees will be governed by JAMS’ rules. Customer can obtain JAMS’ procedures, rules, and fee information as follows: JAMS: 800.352.5267 and http://www.jamsadr.com. The arbitration will be conducted in the English language; the location of such arbitration shall be in Pinellas County, Florida. Each party will bear its own costs in the arbitration. The arbitrator will have full power and authority to determine issues of arbitrability and to interpret or construe the provisions of the agreement documents and to fashion appropriate remedies (including temporary, preliminary, interim, or permanent injunctive relief); provided that the arbitrator will not have any right or authority: (i) in excess of the authority that a court having jurisdiction over the parties and the dispute would have absent this arbitration agreement; or (ii) to award damages in excess of the types and limitation of damages found in the Agreement. Judgment upon the award may be entered in any court of competent jurisdiction.
If Customer violates these License Terms, Sales Prophet may terminate and/or suspend Customer’s access to this Website without notice. Sales Prophet prefers to advise Customer of Customer’s inappropriate behavior and to recommend any necessary corrective action. However, certain violations of these License Terms, as determined by Sales Prophet, may result in immediate termination. If any of these License Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. Sales Prophet’s failure to enforce any of these License Terms is not a waiver of such term. These License Terms are the entire agreement between Customer and Sales Prophet and supersede all prior or contemporaneous negotiations, discussions or agreements between Customer and Sales Prophet about the Website and/or the Product. Customer shall not assign or otherwise transfer any of Customer’s rights, or delegate or otherwise transfer any of Customer’s obligations or performance under these License Terms without our prior written consent.
By using the Website and/or the Subscription Services, Customer consents to receiving electronic communications from us. These electronic communications may include, but are not limited to, notices about the applicable Subscription Services, Customer’s Subscription Plan, Fees, and transactional or other information concerning or related to the Website and/or the Subscription Services. These electronic communications are part of Customer’s relationship with Us and Customer receives them as part of Customer’s use of the Website and/or the Subscription Services. Customer agrees that any notices, agreements, disclosures or other communications that we send Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.
In no event will We be liable or responsible to Customer, or be deemed to have defaulted under or breached these License Terms, for any failure or delay in fulfilling or performing any term of these License Terms, when and to the extent such failure or delay is caused by any circumstances beyond our reasonable control (a “Force Majeure Event”), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of these License Terms, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. We may terminate this Agreement if a Force Majeure Event continues substantially uninterrupted for a period of sixty (60) days or more.
If Customer has any questions, comments, or concerns regarding these License Terms, please contact us at .