Terms of Service

When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings. Any terms with initial letters capitalized that are not defined in these Terms shall have their meaning ascribed to them in the Agreement.

Account: means all SalesVu accounts or instances created by or on behalf of Subscriber or its Agents within the Service.

Agent: means an individual authorized to use the Service through Your Account as an agent and/or administrator as identified through a unique login.

Applicable Data Protection Law: means all federal, state, and local laws, statutes, ordinances, rules, and regulations of any applicable jurisdiction relating to data privacy and data security.

Applicable Law: means the laws and any other instruments having the force of law in the United States of America as they may be issued and in force from time to time.

API: means the application programming interfaces developed and enabled by SalesVu that permit Subscriber to access certain functionality provided by the Service, including without limitation, the SalesVu REST API that enables the interaction with a SalesVu instance through HTTPS requests and the SalesVu application development API that enables the integration of a SalesVu instance with other web applications.

Confidential Information: means all information disclosed by or on behalf of You to SalesVu or by SalesVu to You which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of these Terms, Your Data and all Personal Information disclosed by or on behalf of you shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party without obligation of confidentiality; (b) was or is obtained by the receiving party from a third-party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms; or (d) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information, as evidenced by the disclosing party’s written records.

Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service provided or made available by SalesVu to You, Agents or End-Users through the Site or otherwise.

End-User: means any person or entity other than Subscriber or Agents with whom Subscriber or its Agents interact using the Service.

Form: means the SalesVu Services Agreement and any other SalesVu generated service order form executed by You with respect to Your subscription to the Service, which form may detail, among other things, the number of Agents authorized to use the Service under Your subscription to the Service and the Service Plan applicable to Your subscription to the Service.

Invoice: means either the invoices provided in the Account, or the invoices sent by SalesVu to You via email as agreed to by the parties.

Other Services: means third-party products, applications, services, software, products, networks, systems, directories, websites, databases, and information which the Service links to, or which You may connect to or enable in conjunction with the Service, including, without limitation, certain Other Services which may be integrated directly into Your SalesVu Service.

Personal Information: means any information that (a) identifies an individual or relates to an identifiable individual; or (b) as otherwise may be defined by Applicable Data Protection Laws.

Process or Processing: means the collection, recording, organization, structuring, adaptation or alteration, retrieval, consultation, access, disclosure, transfer, storage, deletion, combination, destruction, disposal, or other use of information.

Representatives: means Affiliates, contractors, subcontractors, third-party service providers, or agents.

Service: means the Software, any of the APIs, and any Documentation. Any new or modified features added to or augmenting the Service or updates or enhancements to the Service (“Updates”) are also subject to these Terms, and we reserve the right to deploy Updates at any time.

Service Plan: means the service plan and the functionality and services associated therewith (as detailed on the Site) for which You subscribe with respect to each Agent.

Site: means www.salesvu.com and all other websites owned or operated by SalesVu or itssubsidiaries and used to deliver the Service.

Software: means all the SalesVu iOS and Android apps, cloud-based management portal, and any other software provided by SalesVu (either by download or access through the internet) that allows an Agent or End User to use any functionality in connection with the Service.

Subscription Term: means the period during which You have agreed to subscribe to the Service with respect to any individual Agent.

Your Data: means all electronic data, text, messages or other materials or information submitted to the Service by You, Agents and End-Users in connection with Your use of the Service, including, without limitation, information relating to inventory, Transaction IDs, ticket numbers, ticket amounts, items purchased, currency, authorization numbers, End User names, End User email addresses, phone numbers, gift card balances, last four digits of an End User’s credit card number, and brand name of credit card used by End Users.

2. GENERAL CONDITIONS; ACCESS TO AND USE OF THE SERVICE
2.1 During the Subscription Term and subject to compliance by You, Agents and End Users with these Terms, You have the right to access and use the Service and related Documentation consistent with the Service Plan You subscribe to for Your internal business purposes.

2.2 A high-speed Internet connection is required for proper transmission of the Service. You are responsible for procuring and maintaining the network connections that connect Your network to the Service, including, but not limited to, “browser” software that supports protocols used by SalesVu, including Secure Socket Layer (SSL) protocol or other protocols accepted by SalesVu, and to follow procedures for accessing services that support such protocols. We are not responsible for notifying You, Agents or End Users of any upgrades, fixes, or enhancements to any such software or for any compromise of data, including Your Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated, or controlled by SalesVu. We assume no responsibility for the reliability or performance of any connections as described in this Section.

2.3 You agree not to knowingly (a) license, sublicense, sell, resell, rent, lease, transfer, assign (except as permitted under these Terms), distribute, time share or otherwise commercially exploit or make the Service available to any third-party, other than authorized Agents and End Users in furtherance of Your internal business purposes as expressly permitted by these Terms; (b) use the Service to process data on behalf of any third-party other than Agents or End Users; (c) modify, adapt, or hack the Service or otherwise attempt to gain unauthorized access to the Service or related systems or networks; (d) falsely imply any sponsorship or association with SalesVu, (e) use the Service in any manner that is in violation of Applicable Law or, if applicable, the laws of the jurisdiction where you reside or where you conduct business, including but not limited to violation of any person’s privacy rights; (f) use the Service to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (g) use the Service to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (h) use the Service in any manner that interferes with or disrupts the integrity or performance of the Service and its components; (i) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any software making up the Service; (j) use the Service to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, or discriminatory; (k) use the Service to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103, unless otherwise permitted by Applicable Law; (l) use the Service to knowingly post transmit, upload, link to, send or store any viruses, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); or (m) try to use, or use the Service in material violation of these Terms.

2.4 You are responsible for compliance with the provisions of these Terms by Agents and End Users and, except to the extent caused by SalesVu’s acts or omissions, for any and all activities undertaken by You, your Agents or Your End Users under Your Account, as well as for all Your Data. Without limiting the foregoing, You are solely responsible for ensuring that Your use of the Service to store and transmit Your Data is compliant with all Applicable Laws and regulations. You also maintain all responsibility for determining whether the Service or the information generated thereby is accurate or sufficient for Your purposes. Subject to any limitation on the number of individual Agents available under the Service Plan for which You subscribed, access to and use of the Service is restricted to the specified number of individual Agents permitted under Your subscription to the Service. You agree and acknowledge that each Agent will be identified by a unique username and password (“Login”) and that an Agent Login may only be used by one (1) individual. You will not share an Agent Login among multiple individuals. You and Your Agents are responsible for maintaining the confidentiality of all Login information for Your Account.

2.5 Notwithstanding anything contained in these Terms to the contrary, SalesVu reserves the right, in SalesVu’s reasonable discretion, to temporarily suspend Your access to and use of the Service: (a) during planned downtime for upgrades and maintenance to the Service (“Planned Downtime”); (b) during any unavailability caused by circumstances beyond Our reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, or technical failures not originating from or caused by, either directly or indirectly, our Service, (including, without limitation, Your inability to access the Internet); or (c) if We reasonably suspect or detect any Malicious Software connected to Your Account or use of the Service by You, Agents or End Users. We will schedule Planned Downtime for weekends (Pacific time zone) and/or other off-peak hours to the extent possible.

3. DATA PRIVACY AND SECURITY; PROCESSES AND CONFIDENTIALITY
3.1 Subject to the express permissions of these Terms, You and SalesVu will protect each other's Confidential Information from unauthorized use, access, or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each of us may use each other's Confidential Information solely to exercise our respective rights and perform our respective obligations under these Terms and shall disclose such Confidential Information solely to those of our respective employees and Representatives who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information.

3.2 SalesVu will ensure its software is developed in accordance with these Terms including separation of development and production environments, code reviews, and quality assurance testing.

3.3 You agree that SalesVu and the Representatives We use to assist in providing the Service to You shall have the right to access Your Account and to use, modify, reproduce, distribute, display, and disclose Your Data solely to the extent necessary to provide the Service, including, without limitation, in response to Your support requests.

3.4 Upon Your written request, and after any Confidential Information is no longer needed by SalesVu to fulfill its obligations under these Terms, SalesVu shall have its Representatives promptly and securely destroy all Confidential Information in within its possession and control.

3.5 SalesVu shall notify You via the telephone or email (as may be updated by You from time to time) of: (a) any access, possession, use or disclosure of Your Confidential Information, or attempt thereof, not expressly permitted by the Agreement; (b) any breach or compromise of Your Confidential Information, by SalesVu's or networks that directly support Your Confidential Information (each of the foregoing, a "Data Security Breach") for which we have become aware.

3.6 SalesVu may access or disclose information about You, Your Account, Agents or End Users, including Your Data, in order to (a) comply with Applicable Law or valid subpoena or court order, provided that SalesVu shall provide You with prior written notice of such disclosure and shall provide reasonable assistance to You, if you wish to contest the disclosure; (b) reasonably protect SalesVu's or its customers' or partners' rights or property, including enforcement of these Terms or other policies associated with the Service; and (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of Applicable Law or regulation.

3.7 As part of the Services, SalesVu will receive Personal Information from or on behalf of Subscriber, such as customer names, email addresses and gift card balances. With respect to Personal Information provided by You, or otherwise Processed by SalesVu on Your behalf, SalesVu shall make reasonable efforts to help safeguard that any person engaging in Processing Personal Information on its behalf, shall:

a. Process Personal Information only to deliver services as instructed and permitted by You, in compliance with Applicable Data Protection Law, and not Process Personal Information for any other purpose, unless You have provided Your prior written agreement;

b. Not disclose or transfer Personal Information to, or allow access by any third-party (including Affiliates and subcontractors) without Your express prior written agreement, or, in case of Other Services such as SalesVu’s integration partners, without you entering into an separate agreement with them, except where such disclosure, transfer or access is mandated by Applicable Data Protection Law (subject to SalesVu providing You with prompt written notice of such requirement to transfer or disclose, unless such notice is prohibited by Applicable Data Protection Law). You hereby give express authorization for SalesVu to share Personal Information with the credit card processing company you have chosen to integrate with the Account (the “Credit Card Processor”)", as required to facilitate credit card transactions in connection with the services provided by SalesVu. Notwithstanding the foregoing, SalesVu represents and warrants that in providing the Software and Services to You, it does not have access to any End User credit card numbers and that all such integrations comply with the Payment Application Data Security Standard (PA-DSS). For the avoidance of doubt, this authorization does not allow SalesVu to share Personal Information with the Credit Card Processor for any purpose other than for the Credit Card Processor to process credit card payments in connection with SalesVu’s provision of the Services to You under these Terms.

c. Ensure that any Personal Information which is inaccurate, or incomplete is erased or rectified in accordance with Your instructions to the best of our ability;

d. Notify You within forty-eight (48) hours, unless specifically prohibited by Applicable Law, when We receive: (i) any requests from an individual with respect to Personal Information Processed, and shall not respond to any such requests unless expressly authorized to do so by You; (ii) any complaint relating to the Processing of Personal Information, including allegations that the Processing infringes on an individual’s rights under Applicable Data Privacy Law; or (iii) any order, demand, warrant, or any other document purporting to compel the production of Personal Information under Applicable Law; and

e. Take any other steps reasonably requested by You to assist You in complying with any notification, registration, data protection impact assessment or other obligations applicable to You under Applicable Data Protection Law or in responding to any investigation by any law enforcement body or regulator if and to the extent such regulation relates to Confidential Information handled by SalesVu on Your behalf.

SalesVu acknowledges and agrees that its execution of these Terms constitutes its certification that it understands the restrictions set forth in this Section 3.7 and will comply with them and all Applicable Data Protection Law.

4. INTELLECTUAL PROPERTY RIGHTS
Each of us shall maintain all rights, title, and interest in and to all our respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, “Intellectual Property Rights”). The rights granted to You, Agents and End Users to use the Service under these Terms do not convey any additional rights in the Service, or in any Intellectual Property Rights associated therewith. Subject only to limited rights to access and use the Service as expressly stated herein, all rights, title, and interest in and to the Service and all hardware, software and other components supplied by SalesVu and used to provide the Service, including all related intellectual property rights, will remain with and belong exclusively to SalesVu. SalesVu shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to incorporate into the Service or otherwise use any suggestions, enhancement requests, recommendations, or other feedback We receive from You, Agents or End Users. SalesVu®, and SalesVu’s other product and service names, and logos used or displayed on the Service are registered or unregistered trademarks of SalesVu (collectively, “Marks”), and You may only use such Marks to identify You as a Subscriber; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent SalesVu, its services or products. As between You and SalesVu, You shall own all right, title, and interest in and to Your Confidential Information, which includes Your Data.

5. THIRD-PARTY SERVICES
If You decide to enable, access or use Other Services, be advised that Your access and use of such Other Services is governed solely by the terms and conditions of such Other Services, and We do not endorse, are not responsible or liable for, and make no representations as to any aspect of such Other Services, including, without limitation, their content or the manner in which they handle data (including Your Data) or any interaction between You and the provider of such Other Services. You irrevocably waive any claim against SalesVu with respect to such Other Services. SalesVu is not liable for any damage or loss caused or alleged to be caused by or in connection with Your enablement, access or use of any such Other Services, or Your reliance on the privacy practices, data security processes or other policies of such Other Services. You may be required to register for or log into such Other Services on their respective websites. By enabling any Other Services, You are expressly permitting SalesVu to disclose Your Login as well as Your Data as necessary to facilitate the use or enablement of such Other Service.

6. BILLING, PLAN MODIFICATIONS AND PAYMENTS
6.1 Unless otherwise indicated on a Form referencing these Terms and subject to Section
6.2 all charges associated with Your access to and use of the Service (“Subscription Charges”) are due in full upon commencement of Your Subscription Term. If You fail to pay Your Subscription Charges or charges for other services indicated on any Form referencing these Terms of Our written notice to You that payment is due or delinquent, or if You do not update payment information upon Our request, in addition to Our other remedies, We may suspend or terminate access to and use of the Service by You, Agents and End Users.

6.2 If You choose to upgrade Your Service Plan or increase the number of authorized Agents during Your Subscription Term (a “Subscription Upgrade”), any incremental Subscription Charges associated with such Subscription Upgrade will be prorated over the remaining period of Your then-current Subscription Term, charged to Your Account and due and payable upon Your receipt of an Invoice from Us following implementation of such Subscription Upgrade. In any future Subscription Term, Your Subscription Charges will reflect any such Subscription Upgrades.

6.3 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to downgrade Your Service Plan. Downgrading Your Service Plan may cause loss of content, features, or capacity of the Service as available to You under Your Account, and SalesVu does not accept any liability for such loss.

6.4 Unless otherwise stated, Our charges do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use or withholding taxes assessable by any local, state, provincial or foreign jurisdiction (collectively “Taxes”). You are responsible for paying Taxes except those assessable against SalesVu based on its income. We will Invoice You for such Taxes if We believe We have a legal obligation to do so, and You agree to pay such Taxes if properly invoiced.

7. CANCELLATION AND TERMINATION
7.1 Either You or SalesVu may elect to terminate Your Account and subscription to the Service as of the end of your then-current Subscription Term. Unless Your Account and subscription to the Service is so terminated, Your subscription to the Service will renew for a Subscription Term equivalent in length to the then expiring Subscription Term.

7.2 No refunds or credits for Subscription Charges or other fees or payments will be provided to You if You elect to terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term. Subject to the provisions of Section 3.4, following the termination or cancellation of Your subscription to the Service and/or Account, SalesVu reserves the right to delete all Your Data in the normal course of operation and Your Data may not be recovered once Your Account is cancelled.

7.3 If You terminate Your subscription to the Service or cancel Your Account prior to the end of Your then effective Subscription Term or We effect such termination or cancellation pursuant to Section 2.5(c) or 7.4, in addition to other amounts You may owe SalesVu, You must immediately pay any then unpaid Subscription Charges associated with the remainder of such Subscription Term. This amount will not be payable by You in the event You terminate Your subscription to the Service or cancel Your Account as a result of a material breach of these Terms by SalesVu, provided that You provide advance notice of such breach to SalesVu and afford SalesVu not less than thirty (30) days to reasonably cure such breach.

7.4 SalesVu reserves the right to suspend or terminate the Service (or any part thereof), Your Account or Your and/or Agents' or End Users' rights to access and use the Service, if We reasonably believe that You, Agents or End Users have materially violated these Terms and have not cured such breach within thirty (30) days of receipt of written notice from SalesVu, specifying the nature of the violation; provided, however, that any violations of these Terms done with malicious intent, fraud, or illegal means, as determined solely by SalesVu, shall not be afforded said cure, unless otherwise stated in writing by SalesVu. SalesVu shall not be liable to You, Agents, End Users or any other third-party for any such suspension or discontinuation of Your rights to access and use the Service performed in accordance with the terms of this Section 7.4.

8. REPRESENTATIONS; DISCLAIMER OF WARRANTIES
8.1 SalesVu represents and warrants that: (i) the Service will conform with the terms set forth in the Agreement, (ii) the Service will be performed in a competent, professional and workmanlike manner (ii) Our collection, processing, use, storage and disposal of Your Confidential Information and Our provision of the Service shall comply at all times with all Applicable Law and industry standards; (iii) there is no outstanding or threatened order, writ, injunction, or decree of any court, governmental agency, or arbitration tribunal against Us which would impact Our ability to provide the Service to You.

8.2 EXCEPT AS SET FORTH IN THESE TERMS, THE SITE AND THE SERVICE, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND SALESVU EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. YOU ACKNOWLEDGE THAT SALESVU DOES NOT WARRANT THAT THE SERVICE WILL BE, UNLESS OTHERWISE STATED IN THESE TERMS, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM SALESVU OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

9. LIMITATION OF LIABILITY
9.1 NOTWITHSTANDING ANYTHING TO THE CONTRARY STATED IN THESE TERMS, SALESVU, ITS AFFILIATES, SUBSIDIARIES, CONTRACTORS, AGENTS, EMPLOYEES, OFFICERS, MEMBERS, AND MANAGERS WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, LOSS OF DATA, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF SALESVU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH DAMAGES WERE REASONABLY FORESEEABLE OR SALESVU WAS GROSSLY NEGLIGENT. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF SALESVU AND ITS AFFILIATES, SUBSIDIARIES, CONTRACTORS, AGENTS, EMPLOYEES, OFFICERS, MEMBERS, AND MANAGERS, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE SUBSCRIPTION CHARGES YOU HAVE PAID OR PAYABLE BY YOU UNDER THE AGREEMENT TO SALESVU FOR THE USE OF THE SITE OR THE SERVICES.

9.2 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to You. IN THESE JURISDICTIONS, SALESVU'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

10. INDEMNIFICATION
SUBSCRIBER WILL DEFEND SALESVU, ITS AFFILIATES, SUBSIDIARIES, CONTRACTORS, AGENTS, EMPLOYEES, OFFICERS, MEMBERS, AND MANAGERS (COLLECTIVELY, THE “SALESVU PARTIES”) AGAINST ANY LIABILITY, LOSS, CLAIM AND EXPENSE, INCLUDING REASONABLE ATTORNEY’S FEES, RELATED TO YOUR VIOLATION OF THESE TERMS OR USE OF THE SITE.

11. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS
11.1 The Agreement and these Terms may not be assigned or otherwise transferred, nor may any right or obligation hereunder be assigned or transferred, by either party without the prior written consent of the other party. Notwithstanding the foregoing, either party may, without consent of the other party, assign the Agreement and these Terms and its rights and obligations hereunder in whole or in part to an affiliate of such party, or in whole to its successor in interest in connection with the sale of all or substantially all of its stock or its assets to which the Agreement and these Terms relate, or in connection with a merger, acquisition, or similar transaction. The assignor shall be responsible to have its permitted assignee to assume all assigned obligations of the assignor under the Agreement and these Terms in writing. The terms and conditions of the Agreement and Terms shall be binding upon, and shall inure to the benefit of, the parties and their respected successors and permitted assigns. Any attempted assignment not in accordance with this Section 11.1 shall be null and void and of no legal effect.

11.2 These Terms, together with the Agreement and any Form(s), constitute the entire agreement, and supersede any and all prior agreements, whether electronic, oral, or written, between You and SalesVu with regard to the subject matter hereof, including all terms of any "clickwrap" or "shrinkwrap" license included in any package, media, or electronic version of the Software, and any such Software shall be licensed under these Terms. Notwithstanding the foregoing, You may also be subject to additional terms and conditions, posted policies, guidelines, or rules that may apply when you use the Site. SalesVu may revise these Terms at any time by updating the Terms and posting it on the appropriate section of their Website and/or Application, as well as updating You via the email address You or your Agent provided during your sign-up on SalesVu.com or your then-current email address on file. It is important that You review this Agreement whenever SalesVu updates them, as well as share any relevant information from these Terms with your Agents so that they may also adhere to these Terms. Your continued use of the Services after any changes have been made to the Terms signifies and confirms your acceptance of any such changes or amendments to the Terms. Either party’s failure to enforce at any time any provision of these Terms does not constitute a waiver of that provision or of any other provision of the Terms.

12. SEVERABILITY
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.

13. EXPORT COMPLIANCE AND USE RESTRICTIONS
The Service and other Software or components of the Service which SalesVu may provide or make available to You, Agents or End Users may be subject to U.S. export control and economic sanctions laws. You agree to comply with all such laws and regulations as they relate to access to and use of the Service, Software and such other components by You, Agents and End Users. You shall not access or use the Service if You are located in any jurisdiction in which the provision of the Service, Software or other components is prohibited Applicable Laws or regulations (a “Prohibited Jurisdiction”) and You shall not provide access to the Service to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (i) You are not named on any U.S. government list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person, (ii) You are not a national of, or a company registered in, any Prohibited Jurisdiction, (iii) You shall not permit Agents or End Users to access or use the Service in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions, and (iv) You shall comply with all Applicable Laws regarding the transmission of technical data exported from the United States and the country in which You, Agents and End Users are located.

14. RELATIONSHIP OF THE PARTIES
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the parties. Neither party will have the authority to obligate or bind the other in any manner, and nothing herein contained will give rise or is intended to give rise to any rights of any kind to any third parties.

15. SURVIVAL
Sections 1, 3, 4, 7 and 9-17 shall survive any termination of our agreement with respect to use of the Service by You, Agents or End Users. Termination of such agreement shall not limit Your or SalesVu's liability for obligations accrued as of or prior to such termination or for any breach of these Terms.

16. NOTICE
Any legal notice required under these Terms shall be provided to the other party in writing. SalesVu will send such legal notices to the email address associated with the Subscriber’s Account. If Subscriber has a legal dispute with SalesVu or if Subscriber becomes subject to insolvency or other similar legal proceedings, Subscriber will promptly send written notice to [email protected].

17. GOVERNING LAW
These Terms shall be governed by the laws of the State of Texas without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of Texas for the purpose of resolving any dispute relating to the Terms or access to or use of the Service by You, Agents or End Users.