TERMS AND CONDITIONS

Overview

These terms of use (“Terms”) are entered into between you, on the one hand, and Gain Grain Software Limited and SalesTier LLC on the other (collectively, “SalesTier,” “our,” or “we”), and govern your access to and use of the SalesTier website, www.SalesTier.com, and any other website, social media pages, apps, or other digital medium owned or operated by SalesTier (the “Site”), including any content, functionality, services, and products offered on or through the Site.

By using the Site, you consent and agree to be bound by and comply with these Terms. SalesTier may terminate your ability to use the Site without notice if you do not comply with the Terms. If you do not agree to these Terms, you must not access or use the Site or obtain products or services from this Site. Please review the Terms in their entirety prior to engaging in any transaction on the Site.

SalesTier reserves the right to make changes to the Site and to the Terms of Use at any time. All changes are effective immediately when posted. Your continued use of the Site following the posting of the revised Terms of Use means that you accept and agree to the changes.

All Site Content (as defined in Section 5 below) is current as of the date it is posted on the Site to the best of SalesTier’s knowledge.

1. Privacy.

All information SalesTier collects on this Site is subject to our Privacy Notice. By accessing or using our Site or services, you acknowledge having read our Privacy Notice, which contains details relating to our collection, use, and disclosure of your personal information.

2. Accounts.
   • Account Registration. For some aspects of our Site, you may need to register an account with us. It is a condition of your use of the Site that all information you provide is complete, current, and accurate. SalesTier can terminate your registration at any time for any reason.
   • Use and Protection of Login Credentials. You are responsible for maintaining the confidentiality of your username and password (“Login Credentials”). You are responsible for all uses of your account and Login Credentials, whether or not authorized by you. You agree to notify SalesTier immediately of any unauthorized access to or use of your account or Login Credentials or any other breach of security. SalesTier reserves the right to disable your Login Credentials at any time in its sole discretion for any or no reason, including if, in SalesTier’s opinion, you have violated any provision of these Terms of Use.
3. Orders and Payment.

We reserve the right to refuse your request to obtain services from us. If you and SalesTier have agreed that SalesTier will provide services to you, please see your invoice or purchase order and any attachments thereto for specific information regarding the terms of our agreement, including required payment terms. The payment terms may include an auto-renewing subscription.

4. Mobile App.

SalesTier may provide services through a mobile application (“App”), including an App developed for the Apple Inc. (Apple) and Alphabet Inc. (Android) mobile platforms. Apple Inc., and Alphabet Inc., are not responsible for the App or content. The App is an extension of the Site and is subject to these Terms of Use. The App may collect personal information from you. Please refer to our Privacy Notice for more information on how we handle such personal information.

Your use of any App shall be governed both by these Terms of Use and our Privacy Notice, and by any end user license agreement or other agreement specific to a particular App.

In order to use the App, your device must satisfy certain system requirements, as found on the Apple and Google app marketplaces. We and/or our service providers may, from time to time in our or their sole discretion, develop and provide App updates, which may include upgrades, modifications, supplements, or new versions of the App, including to distribute bug fixes, patches, other error corrections, and/or new features or feature improvements (collectively, including related documentation, “Updates”). Updates may also modify or delete in their entirety certain features and functionality. However, neither SalesTier nor our licensors or service provides have any obligation to provide any Updates or technical or end user support, or to continue to provide or enable any particular features or functionality. SalesTier disclaims any and all liability relating to your failure to install any updates.

5. Intellectual Property License and Ownership.
   • Intellectual Property. The Site and its entire contents, data, features, products, and functionality (including but not limited to text, graphics, video, logos, button icons, databases, and images) (“Site Content”) are the property of SalesTier or its licensors and are protected by copyright, trademark, and other intellectual property laws, except as indicated below.

The SalesTier name and related logos are trademarks and service marks (“Marks”) of SalesTier. SalesTier’s Marks may not be used without advance written permission of SalesTier, including in connection with any product or service that is not provided by SalesTier, in any manner that is likely to cause confusion, or in any manner that disparages, discredits, or misrepresents SalesTier. Other products or company names mentioned on the Site may be trademarks or service marks of their respective owners.

If you believe that any content on the Site violates your intellectual property rights, please notify SalesTier as described in the Copyright section (Section 17 below).

• Limited License and Prohibited Uses. SalesTier grants you a personal, royalty-free, non-assignable, and non-exclusive license to access and use the Site Content only as an informative resource and engage in transactions such as making purchases while using the Site. You will not acquire ownership rights in and to the intellectual property rights incorporated in any purchased Services.

Any other use, including the reproduction, modification, distribution, transmission, republication, framing, display, or performance of Site Content without prior permission of SalesTier is strictly prohibited. You may not download, print, copy, distribute, or otherwise use Site Content for commercial purposes, including publication, sale, or personal gain. You may not remove any Marks or other proprietary notices, including, without limitation, attribution information, credits, and copyright notices that have been placed on or near the Site Content.

You may use the Site only for lawful purposes and under these Terms. You agree that you will not:

• Use the Site in any way that violates any applicable law or regulation.
• Use the Site to exploit, harm, or attempt to exploit or harm anyone in any way.
• Send, knowingly receive, upload, download, use, or reuse any material that does not comply with the Terms.
• Transmit, or procure the sending of, any advertising or promotional material, including any “junk mail,” “chain letter,” “spam,” or any other similar solicitation.
• Impersonate or attempt to impersonate SalesTier, any SalesTier employee, another user, or any other person or entity (including, without limitation, by using email addresses associated with any of the foregoing).
• Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Site, or which, as determined by SalesTier, may harm SalesTier or users of the Site or expose them to liability.
• Use the Site in any manner that could disable, overburden, damage, or impair the Site or interfere with any other party’s use of the Site, including their ability to engage in real time activities through the Site.
• Use any robot, spider, or other automatic device, process, or means to access the Site for any purpose, including monitoring or copying (including scraping) any of the material on the Site.
• Use any manual process to monitor or copy any of the material on the Site or for any other unauthorized purpose without SalesTier’s prior written consent.
• Use any device, software, or routine that interferes with the proper working of the Site.
• Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Site, the server on which the Site is stored, or any server, computer, or database connected to the Site.
• Attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Site.

6. Feedback and Testimonials.

You are under no obligation to provide any reviews, comments, suggestions, ideas, feedback, and recommendations (“Feedback”) to us. By providing any Feedback to SalesTier, you grant us and our service providers, and each of their and our licensees, successors, and assigns, the perpetual right to use, reproduce, modify, perform, display, distribute, create derivative works, and otherwise disclose to third parties any such material for any purpose.

If you submit Feedback to us, you represent and warrant that:

• You own or control all rights in and to the Feedback and have the right to grant the license granted above to us and our service providers, and each of their licensees, successors, and assigns.
• All of your Feedback does and will comply with these Terms of Use.
• You understand and acknowledge that you are responsible for any Feedback you submit or contribute, and you, not SalesTier, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any Feedback.

7. Buyer’s Representations & Warranties.

You represent and warrant to us as follows: (a) that you have the right and are legally permitted to enter into any transaction entered into with SalesTier without violating these Terms, any applicable law, rule, or regulation, and/or any agreement with, or rights of, any third party; (b) that you will use the services purchased as intended and never in any way that would violate any applicable law or third party right of any kind; (c) that you are authorized to buy services from the Site on behalf of a business entity and will not resell the services for commercial purposes.

8. Disclaimer of Warranties.

YOU EXPRESSLY AGREE THAT USE OF THE SITE AND TRANSACTIONS RELATED TO THE SITE ARE AT YOUR SOLE RISK. WHILE SALESTIER ATTEMPTS TO PRESENT ACCURATE INFORMATION ON THE SITE, ALL SERVICES DELIVERED TO YOU, AND THIS SITE ITSELF, ARE PROVIDED ON AN “AS-IS” BASIS. SALESTIER MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OR CONTENT OF THIS SITE OR ANY OTHER SITE TO WHICH IT IS LINKED. TO THE EXTENT PERMITTED BY LAW, SALESTIER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR USE; (c) WARRANTY OF TITLE; AND (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE, OR OTHERWISE.

9. Limitation of Liability.

TO THE EXTENT PERMITTED BY LAW, SALESTIER, ITS DIRECTORS, ITS CONTRACTORS, AND ITS EMPLOYEES WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OR MISUSE OF THIS SITE, ANY SITE FOR WHICH IT PROVIDES LINKS, OR SERVICES SOLD ON THE SITE, INCLUDING BUT NOT LIMITED TO ANY LOSS OF USE, DATA, BUSINESS, GOODWILL, REPUTATION, OR REVENUE AND/OR DIRECT, INDIRECT, PUNITIVE, AND CONSEQUENTIAL DAMAGES. YOUR SOLE REMEDY UNDER THESE TERMS OF USE IS TO STOP USING THE SITE.

SALESTIER’S MAXIMUM LIABILITY, WHETHER BY STATUTE, IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, PRODUCT LIABILITY, STRICT LIABILITY, OR OTHER THEORY ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR ITS CONTENT OR ANY SERVICES WILL NOT EXCEED $100.

SALESTIER WILL NOT BE LIABLE FOR ANY REASON IF ALL OR ANY PART OF THE SITE IS UNAVAILABLE AT ANY TIME OR FOR ANY PERIOD.

10. Indemnification.

You agree to defend, indemnify, and hold harmless SalesTier, 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 liabilities, damages, judgments, awards, losses, costs, third-party claims, expenses, and fees (including reasonable attorneys' fees), arising from or relating to your violation of these Terms of Use or your use or misuse of the Site, including, but not limited to, your content and any use of the Site Content and services other than as expressly authorized in these Terms of Use.

11. Injunctive Relief.

You agree that a breach of these Terms of Use will cause irreparable injury to SalesTier for which monetary damages would not be an adequate remedy and SalesTier shall be entitled to seek equitable relief, in addition to any remedies it may have hereunder or at law, without having to post a bond or other security.

12. Third-Party Beneficiaries.

These Terms do not entitle or confer upon any third party any legal or equitable right, benefit, or remedy of any nature whatsoever.

13. Third-Party Websites.

This Site may include content provided by third parties or links that allow you to access websites or other online services that are owned and operated by third parties. The inclusion of content or links to external websites is for your convenience and does not constitute or imply support or endorsement of any kind. All statements and opinions expressed by third parties are solely the opinions and the responsibility of the person or entity providing those materials. Those materials do not necessarily reflect the opinion of SalesTier. SalesTier is not responsible for the content or accuracy of any material provided by any third parties, any products or services made available through third parties, or your use of or interaction with third parties. If you decide to access any third-party sites linked to this Site, you do so entirely at your own risk and subject to the terms and conditions of use and the privacy notice for such sites.

14. Assignment.

SalesTier may assign or otherwise transfer any or all of its rights or obligations hereunder, in whole or in part, to any third party in its sole discretion. You may not assign any of your rights or delegate any of your duties hereunder at any time without our prior written consent in each instance, and any attempt to do so shall be null and void.

15. Force Majeure.

SalesTier shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, weather, strikes, floods, lockouts, fires, pandemics, acts of God, and/or terrorism of any kind.

16. Governing Law, Dispute Resolution, Limitation of Time to File Claims, and Class Action Waiver.
    • Governing Law. The laws of the State of Delaware will govern these Terms and any disputes under them, without giving effect to any principles of conflicts of laws.
    • Dispute Resolution. The parties will negotiate in good faith to resolve expeditiously on a mutually acceptable negotiated basis between appropriate management personnel or individual for each party any dispute between them that may arise out of these Terms. The parties may, by mutual consent, retain a mediator to aid in their attempt to resolve any dispute, although any opinion expressed by a mediator will be strictly advisory and will not be binding on the parties, nor will any opinion, statement, or proposed resolution expressed by the mediator or the parties be admissible in any proceeding. Costs of the mediation will be borne equally by the parties, except that each party will be responsible for its own expenses. Should any dispute not be resolved pursuant to this paragraph of these Terms, despite such good faith efforts, then the parties agree to submit to the exclusive jurisdiction of the courts located in New Castle County, Delaware to resolve any dispute arising out of these Terms or your access to or use of the Site or our services, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
    • Limitation of Time to File Claims. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE SITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, REGARDLESS OF WHEN YOU KNEW OR SHOULD HAVE KNOWN ABOUT IT; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
    • Class Action Waiver. THE PARTIES AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH PARTIES AGREE OTHERWISE, ANY ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S).
17. Copyright.

If you believe that your work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, you may file a notification of such infringement with our designated Copyright Agent as set forth below.

SalesTier LLC
440 Monticello Ave Ste 1802
PMB 53995
Norfolk, VA 23510-2670
Email: info@salestier.com

Please see 17 U.S.C. § 512(c)(3) for the general requirements of a proper notification. You should note that if you knowingly misrepresent in your notification that the material or activity is infringing, you may be liable for any damages including, but not limited to, costs and attorneys’ fees, incurred by us or the alleged infringer as the result of our relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing.

We may, at our sole discretion, limit access to the Site and/or terminate the account of any user who repeatedly infringes any intellectual property rights of others.

18. Waiver and Severability.

Our failure to enforce any of our rights outlined in the Terms will not constitute a waiver of our right to make such enforcement in the future of such term or condition or any other term or condition.

If any part or portion of these Terms is deemed to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

19. Use by Minors.

This Site is intended for adults over the age of eighteen (18) years. We do not knowingly collect personal information from minors under the age of thirteen (13) years without the consent of their parents or guardians. If we learn that we have inadvertently obtained information in violation of applicable laws prohibiting collection of information from minors without such consent, upon proper notice, authority, and necessary confirmation of such, we will work to promptly delete this information.

20. Term and Termination.

These Terms of Use will remain in full force and effect while you use the Site. Even after you are no longer a user of the Site, those provisions of these Terms that by their nature are intended to survive will remain binding on you.

You agree that SalesTier, in its sole discretion, may suspend or terminate your access to the Site (or any part thereof) for any reason, with or without notice, and without any liability to you or to any third party for any claims, damages, costs, or losses resulting therefrom.

21. Entire Agreement.

These Terms constitute the sole and entire agreement between you and SalesTier with respect to the Site and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Site. If you purchase our services, these Terms and your invoice or purchase order and any attachments thereto are collectively considered the final and integrated agreement between you and SalesTier. Should any of these Terms conflict with the terms of the invoice or purchase order and any attachments thereto, the terms of the invoice or purchase order and any attachments thereto are controlling.

22. Communications.

We may provide notices to you by email, postal mail, or by posting them on the Site. You are responsible for ensuring that you have provided us with your current email and mailing addresses. When we make any material changes to the Terms, we will update the Effective Date and may inform you by email at the address associated with your account. We will treat your continued use of this Site or our services following such notice as your acceptance of the changes.

If you no longer wish to receive communications from SalesTier, you can click on the “unsubscribe link” provided in such communications or contact us using the information in Section 23 below. We may continue to send you necessary transactional communications, even if you opt-out of receiving newsletters or product update communications.

23. Contact Us.

For all other feedback, comments, requests for technical support, and other communications relating to the Site, or these Terms, please contact us at info@salestier.com or by mail at:

SalesTier LLC
440 Monticello Ave Ste 1802
PMB 53995
Norfolk, VA 23510-2670

The Effective Date of these Terms of Use is June 2024.