THESE GENERAL TERMS OF SERVICE (the "Terms") are a legal and binding agreement between Salesforge, (or "Salesforge.ai" or "We" or "Us" or "Service Provider" or "Salesforge OU") and you, or if you represent an employer or client, then the employer or client ("You" or "Client"), governing your use of Salesforge's website (https://salesforge.ai), the emailing services and all other related services that Salesforge provides (collectively the "Services").
Salesforge reserves all rights to change or update these Terms at any moment and at its sole discretion, by posting on its Website or by providing any other notice, if possible at least 14 days before its entry into effect, and your rights under these Terms will be subject to the most current version posted on the Website at the website, the emailing services and all other related services that Salesforge provides (collectively the "Services").
* Specific Terms (defined below in article 1), if any;
* These Terms;
*Sending Policy (Anti-Spam Policy);The Services are exclusively reserved for professional use and are not available to minors under the age of 18 Article 1.
Article 2. Support and Service Levels
2.1 Reasonable Efforts
We shall use reasonable efforts, in accordance with the customary state of the art principles, to ensure that emails sent by You are properly routed to their recipients’ electronic mailboxes. To this end, We shall provide You with an online automatic monitoring service, enabling You to update and modify your mailing lists and emailing campaigns in real-time. You may also subscribe to additional recommended services in order to improve the Service. Such additional services shall be invoiced separately and shall be provided only after your prior acceptance of a quotation and areas referenced in the Specific Terms.
2.2 Support and Service Levels.
You shall be responsible for appointing an administrator (the "Administrator"), who shall be in charge of collecting information and assistance requests from your users and for trying to respond to them. We shall provide second level support for the Service ("Support"), consisting of (i) responding to the Administrator’s requests for information and support in connection with use of the Service, or (ii) resolving anomalies arising from use of the Service that the Administrator has not been able to fix despite its best first level support efforts. The Administrator is to create a Support ticket by sending a request to: email@example.com including as much detail as possible relating to the request for Support, it being agreed that only the Administrator may contact/access the Support service.
Article 3. Use of the Services
3.1 Use of the Services
You shall comply with the terms and use restrictions, if any, set out in these present Terms, and in the Operating Policies. You shall be responsible for ensuring that your users also comply with said Terms and use restrictions. You shall not interfere with or disrupt operation of the Service and shall comply with the Agreement for access to and use of this service. When You use the Salesforge API, You shall be responsible for your usage of the Salesforge platform and shall limit your API calls to a reasonable volume. Salesforge reserves the right, at its sole discretion, to take any necessary action to address any improper use. You subscribe to the Services in your name and on your behalf, and You are not entitled to send via our Services promotional emails for a third-party, nor to assign the use of all or part of the Services to your own customers, even for free; As an indirect Salesforge subscriber, You subscribe to the Services in Your name but on behalf of your own clients with the objective of managing and/or reselling Salesforge to your clients. Specific Terms will be applicable to this usage, including that You must use sub-accounts to separate email traffic of your own clients using the Services and are responsible for the necessary support for the End Users.
You shall be solely and wholly liable (i) for any Data, information or content, in particular the content of emails, or newsletters sent by You through the Service, including if such content is provided by a third party, such as an SMTP relay or via the routing of an entire infrastructure (hereinafter collectively referred to as "Content"), and (ii) for the Content’s compliance with the regulations in force in accordance with article 4 below. You acknowledge and warrant that the Content, whether in whole or in part, shall in no event: infringe, misappropriate or violate any right, especially any Intellectual Property Right, of any third party whatsoever; contain any virus or program designed to cause damage, intercept or misappropriate any system or Data or personal data in a fraudulent manner; contain any unlawful, bullying, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature or any material that encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable laws or regulations ;contain any sensitive personal data, including social security number, individually identifiable health or health insurance information, bank account information or credit card information; be false, misleading or inaccurate; or, be in breach with the Operating Policies. You acknowledge that We have the right, but not the obligation, to monitor the Service and any Data submitted to the Service. To comply with legal obligations in this respect, We may take any actions (including removing Content or denying routing of certain Data and emails) We reasonably believe are necessary to prevent unlawful activity in connection with the Service. You expressly acknowledge and agree that Salesforge shall not be liable for any loss or destruction of the Content, including the Data, and that You shall be responsible for ensuring that You have proper backups thereof.
3.4 Sending Policy
You undertake to comply with Our Sending Policy and, in particular, You acknowledge that You have been informed that in the event of breach of the provisions of this Policy, in particular if emails are sent to recipients who did not specifically ask to receive such emails, or if We receive an unusual number of complaints, We shall be entitled to terminate your subscription and/or close the master account or any associated sub-account, in which case You shall not be entitled to claim any refund or compensation. We also reserve the right to temporarily limit your sending – which means that your daily and total emails sent will be limited in number and You will need to take the necessary measures to ensure that your practices comply with our Policy and requirements – before Salesforge can lift the temporary sending limit and allow You to send your desired volumes. A temporary sending limit subsequent to a breach of your contractual obligations means that You will remain liable for the payment of the amounts contractually due during the limitation period despite the limitation on your email sending options and no refund whatsoever will be made.
3.5 Fair Usage Policy
Salesforge operates under a Fair Use Policy in order to prevent potential abuse. When You use the Salesforge platform, You shall be responsible for your usage of the Salesforge platform and shall limit your accounts connected through custom IMAP-SMTP - that are not from one of these popular providers: Google, Outlook, Office365, and Zoho - to a reasonable volume. We reserve the right, at our sole discretion, to take any necessary action to address any improper use to protect the quality and efficiency of our services. Salesforge also reserves the right to remove an account from its email 'warmup' service if the said account poses a risk to the performance of other connected accounts. Salesforge's plans offer up to a maximum of 99 connected email accounts per workspace at any given time - unless we enter into a separate agreement with you that specifies a different limit, governed by an applicable further Order Form.
Salesforge agrees to cooperate with all reasonable requests of the User. Each party agrees to mutually respect the other and to refrain from disparaging comments about the other or disparaging the business of the other from the date of this Agreement and thereafter. Neither party hereto will disparage the other, directly or indirectly, in any oral, written, or other forms of communication.
The violation of the overstated terms and conditions may lead to immediate termination from the Salesforge platform without any further prorated refund and without any liability for the service provider.
Article 4. Compliance with the Law
You (i) shall comply with all laws and regulations in force that are applicable in any country from which You access the Website and/or use the Service, as well as in any country to which You send emails, and (ii) shall indemnify and hold Us harmless from any action brought against Us, judgment entered against Us or loss We may sustain due to Your non-compliance with applicable laws and regulations. Furthermore, You agree to reimburse Us for any action or formality We may be required to carry out to comply with a legal demand or request from an administrative or judicial authority in relation to your use of the Service. In the event You become aware of a violation by any third party of any provision of these Terms or of any laws or regulations and, in particular, if You become aware of a security breach by a third party or discover a security breach, You shall immediately notify Us by any means, including by sending an email to firstname.lastname@example.org
Article 5. Subscription plan
We offer various options to our Clients, with or without a fixed commitment period. You can find these options and the relevant pricing on our website at: https://salesforge.ai/pricing The pricing of these plans is available in US Dollars.
5.1. Plan Term
The standard subscription plan term is either monthly or yearly.
5.2. Plan Renewal
At the end of the Subscription Plan term, your Subscription Plan will automatically renew for an additional term until explicitly canceled by you. Cancellations must be filed 7 days before the end of the term.
5.3. Plan Changes
You may upgrade or downgrade your subscription plan to any other subscription plan that Salesforge is offering at any time. In the event of changing your subscription plan to a lower-paid one, you will be charged based on your new subscription plan after your previous subscription plan ends. If you change your subscription plan to a higher-paid one, your current subscription plan will be changed immediately, and you will be additionally charged based on the new subscription plan chosen.
5.4. VAT and Taxes
Prices shown on the pricing page on the Site exclude VAT or any other Sales taxes. If a Buyer is registered in the EU, he must indicate the VAT number and based on the Buyer’s country, the appropriate VAT charges will be included in the total price. If a Buyer is registered in the USA, he must indicate the ZIP code and based on the Buyer’s location, the appropriate Sales taxes will be included in the total price. All prices are stated in U.S. Dollars.
5.5. Changes in fees
Salesforge may unilaterally change the fees for the Services at any time or impose additional fees or charges. Such changes will be effective after 30 days’ notice. Fee changes will be effective for the next billing cycle of your subscription plan. If you disagree with the changed fees, you should cancel your subscription before the new billing cycle. If you upgrade or downgrade to a new subscription plan, you will be charged at the then-current rate for such subscription plan, as provided in the pricing page at the Site, unless agreed otherwise by you and Whatagraph. Whatagraph also reserves a right on each anniversary of the subscription to increase the fees applicable to the Customer.
We reserve the right to deactivate your access to the Services for failure to pay applicable fees.
6.1 Right of withdrawal
The Services are reserved exclusively for professional use and any regulations on consumer or retraction rights are not applicable to the Services.
6.2 Termination and/or deletion of an account upon Salesforge’s initiative
Salesforge may terminate your Account and the performance of Services at its sole discretion under the following circumstances: at any time and for any legitimate reason for a free plan provided reasonable notice is given; or, after You have been notified by Salesforge following any breach of laws or regulations or these Terms, including but not limited to: if payment or partial payment of any sum due by You is not received by Salesforge; in the event of a payment incident; when using the Services to send emails that do not comply with the Sending Policy; in the event of a breach or attempted breach of the Website security; or, in the event of fraud or attempted fraud when using the Website.
6.3 Consequences of the termination
Article 7. Intellectual Property – Access and Use Rights
The service name Salesforge and all trademarks referenced on the Website, without limitation, are among the registered trademarks of Service Provider. You are not allowed to use any such trademarks without Service Provider’s express written agreement. All Website content, including graphics, logos, page headers, icons, and service names are the property of Service Provider and its affiliates. Other trademarks that appear on the Website are the property of their respective owners, who may or may not be affiliated with, connected to, or sponsored by Service Provider.
All elements on the site, such as graphic elements (including graphical interface), logos, headers, icons, service names,literary content, computer programs, etc. are protected by copyright laws, and remain the full property of their authors. You are not allowed to use the content or design of the site without Service Provider’s express written agreement. You may not use, copy, modify, create or distribute a derivative work. Concerning the computer programs used, You also cannot reverse engineer, decompile or otherwise attempt to extract the source code of our platform. Any activity that infringes terms of the Agreement violates copyright law and will be prosecuted according to the current applicable laws.
7.3 Right of Access and Use
Subject to full payment of all fees when due for any paid plans, Salesforge authorizes/grants You a limited, non-exclusive, non-transferable, personal and temporary right to access and use the Service. This grant of rights shall not be deemed an assignment of any intellectual property rights.
7.4 Exclusive rights
Salesforge has the exclusive right to intervene to adapt, arrange and/or modify any of the components of the Service and in particular, to correct any errors. Salesforge remains the owner of all intellectual property rights, protecting, where appropriate, the works and services performed by Us in connection with our Services, as well as all associated documentation, but also all copies of such works and services, their derivatives, modifications and enhancements.
Article 8. Warranties
Salesforge makes all reasonable efforts to deliver a functional Service and to be substantially compliant with its documentation, but does not guarantee an error or “bug” free service. If You notice a non-compliance issue, You must notify Salesforge as soon as possible and Salesforge undertakes to make every reasonable effort to remedy the non-compliance issue, as this is Your only recourse. Salesforge also ensures that Support Services will be provided, where appropriate, according to the description given in the Specific Terms signed by You, where applicable, and proper codes of practice, as the Service Provider is only bound by an obligation of means in this instance. You declare, warrant and agree, in Salesforge’s favor, that: (1) You have the right and authority to subscribe and use the Services, and accept these Terms, and if You accept the Agreement on behalf of a corporation or other entity, to link that company or other entity hereunder; (2) You have the right and executing authority of your obligations under these Terms; and, (3) all Data, information or content that You provide to Salesforge in the context of your access to the Website and use of the Services is accurate and up-to-date. Furthermore, You acknowledge that Salesforge does not control the transfer of Data via the internet, and cannot be held responsible for delays or delivery problems arising from internet or other outside connection issues.
Article 9. Limitation of Liability
The Service, as well as the Website may include links to other websites or other Internet sources. In so far as We can not control these sites and external sources, Salesforge cannot be held responsible for the availability of such external websites or sources, and may not be held liable in any way for the content, advertising, products, services or other materials on or available from such external websites or sources. Salesforge provides links only as a convenience, and such inclusion of any link does not imply that We endorse the linked websites or any part of their content. In addition, Salesforge cannot be held responsible for the behavior or actions of other users, nor for any proven or alleged damage or loss subsequent to or in connection with access to, use of or the fact of having relied upon the content, products or services available on such external sites or sources. Salesforge will be freed from the performance of Services, following an event of Force Majeure, as defined in article 11.5 of these Terms. Furthermore, for maintenance reasons, Salesforge may suspend temporarily access to the Services; in such cases, Salesforge will endeavor to notify You and to keep the length of the interruption to a minimum. In any event, Salesforge (including its third party suppliers, employees or representatives) may not, under any circumstances, be liable for indirect or consequential damages of any kind, including and without limitation, loss of revenue, profits, chance, business interruption, or data loss, even if the parties were informed of the possibility of such damages. Moreover, as to any indirect Salesforge subscriber, in no event shall Salesforge be liable for any End User, in particular in the event of temporary or permanent suspension of the Services due to non respect of the Salesforge Sending Policy by Yourself or the End User. In all cases, Salesforge's total liability is limited, all damage combined, to the amount paid by You to Salesforge, if any, for use of the Website and Services during the twelve (12) months preceding the date on which the damage occurred. This limitation does not apply to damage due to bodily injury (including death) or to willful misconduct or gross negligence. You acknowledge that You have subscribed to the Services with knowledge of (i) the risks related to them, and (ii) the level of risk accepted by You. The prices applicable have been agreed upon in consideration of this article, which is integral to the economic balance of the Agreement.
Article 10. Confidentiality
Service Provider and You undertake to treat as confidential and to not reproduce or disclose, other than for the sole purposes of performing the Agreement, the information, and documents exchanged between them as well as any disclosures obtained during this Agreement. Both Parties shall also oblige all contracting parties, subcontractors, clients, or any third party to maintain confidentiality with the same reasonable care standard as its own confidential information. Both Parties acknowledge that any breach of its obligations with respect to confidential information may cause the other party irreparable injury for which there are inadequate remedies at law, and that the injured party shall be entitled to seek equitable relief in addition to all other remedies available to it. Client shall not disclose to a third party the results of any performance tests conducted on the Service, without the prior written consent of Service Provider. Excluded from the obligation to maintain confidentiality is information that is generally available to the public or whose disclosure is required for legal reasons, or due to a judicial or administrative ruling.
Article 11. Miscellaneous
11.1 Transfer of the Agreement – Change of Control
For the avoidance of doubt, it is hereby reiterated that Client has a personal, temporary, non-transferable and non-exclusive right to access and use the Service.Under these conditions, it is expressly agreed that Client shall not transfer the Agreement or any right derived from the access and use of the Service to a third party, whether by a contribution, assignment, concession, merger, demerger, loan or otherwise, including without consideration, or within the group to which Client belongs, without Service Provider’s prior written agreement.
Service Provider reserves the right to use subcontractor(s) of its choice to provide the services in connection with the Services and shall remain liable to Client for the performance thereof in accordance with the present Terms and subject to the reservations stipulated in the Agreement.
11.3 Entire Agreement
These Terms, including the Operational Policies along with any purchase order and/or special conditions, constitute the entirety of the commitments between You and us. It establishes all of the Parties’ rights and obligations and supersedes all prior oral or written commitments that directly or indirectly concern the subject matter of the agreement between us. This Agreement binding us may only be modified by a written amendment which is signed and designated as such by both Parties (You and us).
If any one of the provisions of the Agreement is deemed void under any legal principle, law or regulation, or is invalidated by a court decision, it shall be severed from the Agreement, but the other provisions of the Agreement shall remain in full force and effect.
11.5 Force Majeure
Salesforge shall not be responsible for any default or delay due to extraordinary events beyond its control including, without limitation, strikes, lock-outs, shutdown of internet connections by Internet provider, cyber-attacks on the Website ("Force Majeure").If a Force Majeure event occurs, this Agreement shall be automatically suspended during the time the Force Majeure event continues, and neither Party shall be liable to the other for non-performance or delay in the performance of required obligation(s) due to the Force Majeure event, provided the non-performing Party gives prompt written notice of its inability to perform specified obligation(s) due to the event and uses reasonable efforts to resume its performance of its obligation(s) as soon as possible. It is agreed that the other Party may, during the time the Force Majeure event continues, similarly suspend performance of its obligations until such time as the non-performing Party resumes performance of its obligation(s).The Parties shall meet in order to jointly determine the conditions for resuming performance of the Agreement as soon as possible. If a Force Majeure event continues for more than a period of sixty (60) days, the Agreement may be terminated by either Party, by giving notice by certified mail, return receipt requested, effective immediately, if the impacted obligations are material obligations under the Agreement. Notwithstanding the foregoing, in no event shall a Force Majeure event.
Article 12. Your Data
"Your Data" means any data and content stored or transmitted via the Services by or on behalf of you or your end-users (which may include data you elect to import from third party services you use). This includes messages you send, files you upload, comments on files, and anything else you enter or upload into Salesforge.In order to use our Salesforge Services, you must link a 3rd party email account to your Salesfroge Services account and we require that you grant us certain rights with respect to Your Data. For example, with your permission (which you are granting by using the Services), the Salesforge Service's software will obtain access to your email account in order for you to being able to send emails via Salesforge Service and Service to check for replies on emails you sent. You retain full ownership of Your Data. We do not claim any ownership to any of it. As well we need to be able to transmit, store and copy Your Data in order to display it to you and your teammates, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this ToS gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Amazon Web Services) in the operation and administration of the service and the rights granted to us are extended to these third parties to the degree necessary in order for the service to be provided. You are solely responsible for your conduct, the content of Your Data and your communications with others while using the Services. For example, it’s your responsibility to ensure that you have all rights and permissions needed to comply with these Terms and to avoid infringement or violation of any rights of others. You will be responsible for your users’ compliance with these Terms and will use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify us promptly of any such unauthorized access or use. All emails uploaded to an Salesforgeaccount may be verified for their validity in order to provide high-quality deliverability standards, lower bounce rates, and maintain a high deliverability reputation for our customers. Email addresses that are detected as invalid will be blocked by the system and the user will not be able to send emails to this address via Salesforge. In order to provide this safeguard service to our customers, Salesforge can use data regarding the status of email validity and deliverability (i.e. bounced, invalid, valid, risky) for any email that is imported or added manually to an account to improve the internal email validation functionality. You acknowledge that Salesforge has no obligation to monitor any information on the Services and that we are not responsible for the accuracy, completeness, appropriateness, safety or legality of Your Data or any other information or content you may be able to access using the Services.