Terms and Conditions

SUBSCRIPTION TERMS AND CONDITIONS

APPLICATION OF TERMS
1. These Terms apply to your use of the Service (as that term is defined below). By setting up an account, accessing and using the Service:

- - you agree to these Terms; and
  - where your access and use is on behalf of another person (e.g. a company), you confirm that you are authorized to, and do in fact, agree to these Terms on that person’s behalf and that, by agreeing to these Terms on that person’s behalf, that person is bound by these Terms.

1. If you do not agree to these Terms, you are not authorized to access and use the Service, and you must immediately stop doing so.
2. You must be 18 years or older for you to use this Service.

CHANGES
1. We may change these Terms at any time by notifying you of the change by email or by posting a notice on the Website. Unless stated otherwise, any change takes effect from the date set out in the notice. You are responsible for ensuring you are familiar with the latest Terms. By continuing to access and use the Service from the date on which the Terms are changed, you agree to be bound by the changed Terms.
2. These Terms were last updated on October 01, 2021.

- an event to the extent that it could have been avoided by a party taking reasonable steps or reasonable care; or
- a lack of funds for any reason, Including and similar words do not imply any limit. INTERPRETATION
  In these Terms:
  Confidential Information means any information that is not public knowledge and that is obtained from the other party in the course of, or in connection with, the provision and use of the Service. Our Confidential Information includes Intellectual Property owned by us (or our licensors), including The Sales Machine Platform. Your Confidential Information includes the Data.
  Data means all data, content, and information (including personal information) owned, held, used or created by you or on your behalf that is stored using, or inputted into, the Service, including prospect’s data
  Fees means the applicable fees set out on our pricing page on the Website at https://www.thesalesmachine.com or as agreed otherwise in writing between you and us, as may be updated from time to time in accordance with clause 7.6.
  Force Majeure means an event that is beyond the reasonable control of a party, excluding:
Intellectual Property Rights includes copyright and all rights existing anywhere in the world conferred under statute, common law or equity relating to inventions (including patents), registered and unregistered trademarks and designs, circuit layouts, data and databases, confidential information, know-how, and all other rights resulting from intellectual activity. Intellectual Property has a consistent meaning, and includes any enhancement, modification or derivative work of the Intellectual Property.
Prospect Privacy Policy means our prospect privacy policy available from time to time on the Website.
Objectionable includes being objectionable, defamatory, obscene, harassing, threatening, harmful, or unlawful in any way.
Person includes an individual, a body corporate, an association of persons (whether corporate or not), a trust, a government department, or any other entity.
Prospect refers to the companies you sell to. personal information means information about an identifiable, living person.
Personnel includes officers, employees, contractors and agents, but a reference to your personnel does not include us.
Sales Tax means goods and services tax, value added tax, sales tax or equivalent tax payable under any applicable law.
Service means the service having the core functionality described on the Website, as the Website is updated from time to time.
Start Date means the date that you set up an account.
The Sales Machine Platform means the software owned by us (and our licensors) that is used to provide the Service.
Taxes means all applicable federal, provincial, state, local or other governmental sales, goods and services, harmonized or other taxes, fees or charges now in force or enacted in the future, including Sales Tax.
Terms means these terms titled The Sales Machine Subscriber terms of use together with the Subscriber Privacy Policy.
Underlying Systems means The Sales Machine Platform, IT solutions, systems and networks (including software) used to provide the Service, including any third party solutions, systems and networks.
We, us or our means the company The Sales Machine Software Inc.
Website means the internet site at https://www.thesalesmachine.com/ or such other site notified to you by us.
Year means a 12-month period starting on the Start Date or the anniversary of that date.
You or your means you or, if clause 1.1b applies, both you and the other person on whose behalf you are acting.
Words in the singular include the plural and vice versa.
A reference to a statute includes references to regulations, orders or notices made under or in connection with the statute or regulations and all amendments, replacements or other changes to any of them.

PROVISION OF THE SERVICE
1. We must use reasonable efforts to provide the Service:

- - in accordance with these Terms and applicable laws of the country
  - exercising reasonable care, skill and diligence; and
  - using suitably skilled, experienced and qualified personnel.

1. Our provision of the Service to you is non-exclusive. Nothing in these Terms prevents us from providing the Service to any other person.

1. Subject to clause 4.4, we must use reasonable efforts to ensure the Service is available on a 24/7 basis. However, it is possible that on occasion the Service may be unavailable to permit maintenance or other development activity to take place, or in the event of Force Majeure. We must use reasonable efforts to publish on the Website advance details of any unavailability.

YOUR OBLIGATIONS
1. You and your personnel must:

- - use the Service in accordance with these Terms solely for:

- - your own internal business purposes; and
  - lawful purposes without violating any laws in your jurisdiction (including but not limited to copyright laws), the laws applicable to you in your customer’s jurisdiction; and

- - not resell or make available the Service to any third party, or otherwise commercially exploit the Service.

1. When accessing the Service, you and your personnel must:

- - not impersonate another person or misrepresent authorization to act on behalf of others or us;
  - correctly identify the sender of all electronic transmissions;
  - not attempt to undermine the security or integrity of the Underlying Systems;
  - not use, or misuse, the Service in any way which may impair the functionality of the Underlying Systems or impair the ability of any other user to use the Service;
    - that which you are authorized to access; and
    - to the extent necessary for you to use the Service in accordance with these Terms; and
  - neither use the Service in a manner, nor transmit, input or store any Data, that breaches any third party right (including Intellectual Property Rights and privacy rights) or is Objectionable, incorrect or misleading.
  - be responsible for all activity and content such as photos, images, videos, graphics, written content, audio files, information or data uploaded, collected, generated, stored, displayed, distributed, transmitted or exhibited on or in connection with your Account

1. You must provide true, current and complete information in your dealings with us (including when setting up an account), and must promptly update that information as required so that the information remains true, current and complete.

1. If you are given a unique name and/or password (User ID), you must keep your User ID secure and:

- - not permit any other person to use your User ID, including not disclosing or providing it to any other person;
  - will not hold us liable for any loss or damage from your failure to maintain the security of your User ID and/or password; and
  - immediately notify us if you become aware of any disclosure or unauthorized use of your User ID, by sending an email to [email protected]

1. You must use the Service, in accordance with all procedures we may notify to you from time to time.

1. A breach of any of these Terms by your personnel is deemed to be a breach of these Terms by you.

1. You are responsible for procuring all licenses, authorizations and consents required for you and your personnel to use the Service, including to use, store and input Data into, and process and distribute Data through, the Service.

1. You are solely responsible for all your dealings with prospects, including any contracts to sell or otherwise make available goods or services. We do not take any part in the sale or purchase of any items other than providing the Account holders access to their Sales Machine account. We give no undertakings, representations, guarantees or warranties in relation to items listed, sold or purchased using the Service.

1. The Service allows you to send certain communications to your customers by email. You will only use the Email Services in compliance with this agreement, and the laws of the jurisdiction from which you send messages, and in which your messages are received.

DATA
1. You acknowledge that:

- we may require access to the Data to exercise our rights and perform our obligations under these Terms; and
- to the extent that this is necessary but subject to clause 9, we may authorize a member or members of our personnel to access the Data for this purpose.

1. You must arrange all consents and approvals that are necessary for us to access the Data as described in clause 6.1.

1. While we will take standard industry measures to back up all Data stored using the Service, you agree to keep a separate back-up copy of all Data uploaded by you onto the Service.

FEES AND PURCHASE AMOUNTS
1. Depending on the plan you take or upgrade to, You must pay us the Fee of:

- - USD xx/User/Month/1-20 users – Starter
  - USD x/ User/Month /21-50 users – Standard
  - USD xx/ User/Month – Add-ons above 50
  - Custom Enterprise

The Fees are non-refundable.

- Customer may avail of benefits if they comply with conditions of promos and offers.

1. We will provide you with valid invoices on a monthly basis prior to the due date for payment.

1. You must pay the Fees:

- - Annually in advance; and
  - Electronically in cleared funds without any set off or deduction.

1. Subscription Fees are paid in advance and will be billed in 365 day (Annual) intervals (each such date, a “Billing Date”). Transaction Fees and Additional Fees will be charged from time to time at The Sales Machine’s discretion. You will be charged on each Billing Date for all outstanding Fees that have not previously been charged. Fees will appear on an invoice, which will be sent to the Account Owner via the email provided. Users have approximately two weeks to bring up and settle any issues with the billing of Subscription Fees.

1. Prices for using the Services are subject to change upon 30 days’ notice from The Sales Machine. Such notice may be provided at any time by posting the changes to The Sales Machine website (https://www.thesalesmachine.com) or via email.

INTELLECTUAL PROPERTY
1. Subject to clause 8.2, title to, and all Intellectual Property Rights in, the Service, the Website, and all Underlying Systems is and remains our property (and our licensors’ property). You must not contest or dispute that ownership, or the validity of those Intellectual Property Rights.

1. Title to, and all Intellectual Property Rights in, the Data (as between the parties) remains your property.

1. To the extent not owned by us, you grant us a royalty-free, transferable, irrevocable and perpetual license to use for our own business purposes any know-how, techniques, ideas, methodologies, and similar Intellectual Property used by us in the provision of the Service.

1. If you provide us with ideas, comments or suggestions relating to the Service or Underlying Systems (together feedback):

- - all Intellectual Property Rights in that feedback, and anything created as a result of that feedback (including new material, enhancements, modifications or derivative works), are owned solely by us; and
  - we may use or disclose the feedback for any purpose.

1. You grant us a non-exclusive, royalty-free, transferable license to use your business name and related trademarks to promote and market the Service.

CONFIDENTIALITY
1. Each party must, unless it has the prior written consent of the other party:

- - keep confidential at all times the Confidential Information of the other party;
  - effect and maintain adequate security measures to safeguard the other party’s Confidential Information from unauthorized access or use; and
  - disclose the other party’s Confidential Information to its personnel or professional advisors on a need to know basis only and, in that case, ensure that any personnel or professional advisor to whom it discloses the other party’s Confidential Information is aware of, and complies with, clauses 9.1a and 9.1b.

1. The obligation of confidentiality in clause 9.1 does not apply to any disclosure or use of Confidential Information:

- - for the purpose of performing a party’s obligations, or exercising a party’s rights, under these Terms;
  - required by law (including under the rules of any stock exchange);
  - which is publicly available through no fault of the recipient of the Confidential Information or its personnel;
  - which was rightfully received by a party from a third party without restriction and without breach of any obligation of confidentiality; or
  - by us if required as part of a bona fide sale of our business (assets or shares, whether in whole or in part) to a third party, provided that we enter into a confidentiality agreement with the third party on terms no less restrictive than this clause 9.

WARRANTIES
1. Each party warrants that it has full power and authority to enter into, and perform its obligations under, these Terms.

1. To the maximum extent permitted by law:

- - you use the Service at your own risk, and we make no representation concerning the quality of the Service and do not promise that the Service will:

- - meet your requirements or be suitable for a particular purpose; or
  - be secure, free of viruses or other harmful code, uninterrupted or error free.
  - produce accurate or reliable results that may be obtained from the use of the Service.

1. You agree and represent that you are acquiring the Service, and accepting these Terms, for the purpose of trade. The parties agree that:

- - to the maximum extent permissible by law, any applicable consumer protection legislation does not apply to the supply of the Service or these Terms; and
  - it is fair and reasonable that the parties are bound by this clause 10.3.

1. Where legislation or rule of law implies into these Terms a condition or warranty that cannot be excluded or modified by contract, the condition or warranty is deemed to be included in these Terms. However, our liability for any breach of that condition or warranty is limited, at our option, to:

- - supplying the Service again; and/or
  - paying the costs of having the Service supplied again.

LIABILITY
1. Our maximum aggregate liability under or in connection with these Terms or relating to the Service, whether in contract, tort (including negligence), breach of statutory duty or otherwise, must not in any Year exceed an amount equal to the Fees paid by you relating to the Service in the previous Year.

1. Neither party is liable to the other under or in connection with these Terms or the Service for any:

- - loss of profits, revenue, savings, business, use, data (including Data), and/or goodwill; or
  - consequential, indirect, incidental or special damage or loss of any kind.

1. Clauses 11.1 and 11.2 do not apply to limit our liability under or in connection with these Terms for:

- - personal injury or death;
  - fraud or willful misconduct; or
  - a breach of clause 9.

1. Clause 11.2 does not apply to limit your liability:

- - to pay the Fees; or
  - for those matters stated in clause 11.3a to 11.3c.

1. You acknowledge and agree we are not liable under any form of liability (including negligence) in connection with your dealings with Purchasers, including any contract to sell or otherwise make available goods or services.
2. Neither party will be responsible, liable, or held to be in breach of these Terms for any failure to perform its obligations under these Terms or otherwise, to the extent that the failure is caused by the other party failing to comply with its obligations under these Terms, or by the negligence or misconduct of the other party or its personnel.

1. Each party must take reasonable steps to mitigate any loss or damage, cost or expense it may suffer or incur arising out of anything done or not done by the other party under or in connection with these Terms or the Service.

TERM, TERMINATION AND SUSPENSION
1. Unless terminated under this clause 12, these Terms and your right to access and use the Service:

- - starts on the Start Date; and
  - continues until a party gives at least 72 hours’ notice at these Terms and your access to and use of the Service will terminate on the expiry of that notice.
  - Either party may, by notice to the other party, immediately terminate these Terms and your right to access and use the Service if the other party: breaches any material provision of these Terms and the breach is not:

- - remedied within 10 days of the receipt of a notice from the first party requiring it to remedy the breach; or
  - capable of being remedied; or
  - becomes insolvent, liquidated or bankrupt, has an administrator, receiver, liquidator, statutory manager, mortgagee’s or chargee’s agent appointed, becomes subject to any form of insolvency action or external administration, or ceases to continue business for any reason.

1. Termination of these Terms does not affect either party’s rights and obligations that accrued before that termination.

1. On termination of these Terms, you must pay all Fees for the provision of the Service prior to that termination.

1. No compensation is payable by us to you as a result of termination of these Terms for whatever reason, and you will not be entitled to a refund of any Fees that you have already paid.

- - Except to the extent that a party has ongoing rights to use Confidential Information, at the other party’s request following termination of these Terms, a party must promptly return to the other party or destroy all Confidential Information of the other party that is in the first party’s possession or control.

1. Without limiting any other right or remedy available to us, we may restrict or suspend your access to and use of the Service and/or delete, edit or remove the relevant Data if we consider that you or any of your personnel have:

- - undermined, or attempted to undermine, the security or integrity of the Service or any Underlying Systems;
  - used, or attempted to use, the Service:

- - - for improper purposes; or
    - in a manner, other than for normal operational purposes, that materially reduces the operational performance of the Service;

- - transmitted, inputted or stored any Data that breaches or may breach these Terms or any third party right (including Intellectual Property Rights and privacy rights), or that is or may be Objectionable, incorrect or misleading; or d. otherwise materially breached these Terms.

GENERAL
1. We reserve the right to refuse service to anyone for any material breach of the terms herein, subject to three (3) days prior written notice to you.

1. Neither party is liable to the other for any failure to perform its obligations under these Terms to the extent caused by Force Majeure.

1. No person other than you and us has any right to a benefit under, or to enforce, these Terms.

1. For us to waive a right under these Terms, that waiver must be in writing and signed by us.

1. If we need to contact you, we may do so by email or by posting a notice on the Website. You agree that this satisfies all legal requirements in relation to written communications. You may give notice to us under or in connection with these Terms by emailing [email protected]

1. These Terms, and any dispute relating to these Terms or the Service, are governed by and must be interpreted in accordance with the laws of the Philippines. Each party submits to the non-exclusive jurisdiction of the Courts of Philippines in relation to any dispute connected with these Terms or the Service.

1. Clauses which, by their nature, are intended to survive termination of these Terms, including clauses, 8, 9, 11, 12.3 and 13.6, continue in force.

1. If any part or provision of these Terms is or becomes illegal, unenforceable, or invalid, that part or provision is deemed to be modified to the extent required to remedy the illegality, unenforceability or invalidity. If modification is not possible, the part or provision must be treated for all purposes as severed from these Terms. The remainder of these Terms will be binding on you.

1. Subject to clauses 2.1 and 7.5, any variation to these Terms must be in writing and signed by both parties.

1. These Terms set out everything agreed by the parties relating to the Service, and supersede and cancel anything discussed, exchanged or agreed prior to the Start Date. The parties have not relied on any representation, warranty or agreement relating to the Service that is not expressly set out in these Terms, and no such representation, warranty or agreement has any effect from the Start Date

1. You may not assign, novate, subcontract or transfer any right or obligation under these Terms without our prior written consent, that consent not to be unreasonably withheld. You remain liable for your obligations under these Terms despite any approved assignment, subcontracting or transfer.

Beta Services
1. From time to time, The Sales Machine may, in its sole discretion, invite you to use, on a trial basis, pre-release or beta features that are in development and not yet available to all users (“Beta Services”). Beta Services may be subject to additional terms and conditions, which The Sales Machine will provide to you prior to your use of the Beta Services. Such Beta Services and all associated conversations and materials relating thereto will be considered The Sales Machine Confidential Information and subject to the confidentiality provisions in this agreement. Without limiting the generality of the foregoing, you agree that you will not make any public statements or otherwise disclose your participation in the Beta Services without The Sales Machine prior written consent. The Sales Machine makes no representations or warranties that the Beta Services will function. The Sales Machine may discontinue the Beta Services at any time in its sole discretion. The Sales Machine will have no liability for any harm or damage arising out of or in connection with a Beta Service. The Beta Services may not work in the same way as a final version. The Sales Machine may change or not release a final or commercial version of a Beta Service in our sole discretion.

UNITED STATES

THAILAND

PHILIPPINES

INDONESIA