You and SalesHive agree to the following:
“You” means the party to whom SalesHive is to provide the Service (whether identified as a “customer,” “client,” “licensee,” or similar designation). If you are entering this agreement on behalf of more than one person and/or entity, then you agree the obligations imposed hereunder shall be joint and several;
“Account” means a unique business which may be contacted by SalesHive on Your behalf;
“Contact” means a unique employee or individual who may be contacted by SalesHive on Your behalf;
“Playbook” means a strategic document that summarizes processes, benchmarks, ideal company profiles, buyer personas, Your value proposition, campaign messaging, weekly meeting goals, handoff procedures, and SalesHive benchmarks;
“Total Addressable Market” means a summary Account list of Your Target Market, which may include the company name, URL, location, revenue, employee count, technolographics, and other additional data points deemed necessary by either party;
“Onboarding Period” means the initial period of research and development of key strategic deliverables;
“Outreach” means outbound sales activities, including sending emails, social media messages, and direct mail to Contacts or Accounts targeted by SalesHive;
“Campaign Assets” means Contact data, email domains, LinkedIn profiles, and other information collected or created as part of the Service; and
“Meeting” means a sales conversation scheduled by SalesHive between you and an Account or Contact targeted by SalesHive during Outreach.
2. Term of Agreement
The Client Agreement shall become effective on the date the executed Engagement Agreement is provided to SalesHive (the “Effective Date”). The initial term of the Client Agreement will be one month, which will auto-renew at the end of each 30-day period unless terminated by either party. Prior to the conclusion of the Onboarding Period, You or SalesHive may terminate the Client Agreement at any time by providing written notice to the other party. Following the conclusion of the Onboarding Period, You or SalesHive may terminate the Client Agreement by providing the other party with 30 days’ written notice. In the event of a material breach, either party may terminate the Client Agreement immediately within 14 days of after the breaching party’s receipt of written notice of the breach. The parties may terminate the Client Agreement at any time by mutual agreement.
Upon termination, all fees payable to SalesHive for the remainder of the then-current Term shall be immediately due and payable to SalesHive, and You will promptly remit all such fees to SalesHive. You also acknowledge and agree that your access to any and all SalesHive Technology and/or Licensed Materials (both defined below) may be automatically terminated, and that SalesHive will not be obligated to store any data related to You or make such data accessible for Your retrieval. You further agree to destroy any and all copies of Licensed Materials and any information obtained therefrom, whether in hard copy or electronic form, within 14 days of termination of the Client Agreement by either party.
In lieu of termination, You may elect to pause the Client Agreement for a period of no more than six months. If You pause the Service, You will be required to pay SalesHive $150 per month until You notify SalesHive, in writing, of your intent to resume the Service. If You have not notified SalesHive of Your intent to pause the Service within six months, the Client Agreement will be terminated automatically, without any further notice to either party.
3. The Service
Subject to the terms of this Client Agreement, SalesHive will use commercially reasonable efforts to provide You with the service set forth in the Engagement Agreement and described herein (the “Service”). As described more fully therein, the Service may include providing You with access to SalesHive’s intellectual property, including any and all SalesHive materials that pre-date this Client Agreement, along with any updates to any such materials made other than for the specific purpose of providing You with the Service (“Licensed Materials”); access to and/or use of SalesHive software, technologies, policies, and/or procedures (“SalesHive Technology”); tangible or intangible items, including (without limitation), Playbooks, Total Addressable Market lists, custom modifications to any Licensed Materials, and/or training materials specifically developed and delivered by SalesHive to You in connection with this Client Agreement (“Deliverables”); and customer service and technical support (“Support Services”). The Client Agreement grants You a non-exclusive, non-transferrable license to access and use the Service, subject to the terms and provisions herein, for the duration of the Client Agreement. You acknowledge and agree that the Licensed Materials, SalesHive Technology, and Support Services, and all related documentation and other intellectual property thereof, remain the exclusive property of SalesHive, and that this Client Agreement does not transfer any ownership, right, title, or interest in any SalesHive intellectual property to You, except as specifically provided herein.
Any Deliverables SalesHive delivers to you shall be Your property. You further agree that to the extent you receive any Deliverables from SalesHive in connection with this Client Agreement, You grant to SalesHive a non-exclusive, worldwide, transferable, irrevocable, royalty-free limited license to internally use, modify, and copy the Deliverables, and that upon termination of the Client Agreement SalesHive shall have no obligation to destroy or deliver any copies of the Deliverables in its possession to You.
The Service will be provided as it exists and is updated from time to time by SalesHive. Licensed Materials and SalesHive Technology may also be updated and revised from time to time. Features and functionality of the Service, Licensed Materials, SalesHive Technology, and customer service are provided “as is” and as modified, altered, and/or amended at SalesHive’s sole discretion. SalesHive shall have no liability to You for any modification to the Service, provided that the Service provided substantially conforms to the description set forth in the Engagement Agreement.
Onboarding commences the day after the Effective Date and will continue until the earlier of the following: (1) the termination of the Client Agreement; or (2) the date when You provide SalesHive with written approval of the Playbook and Total Addressable Market documents. During Onboarding, SalesHive will develop the Playbook and Total Addressable Market documents for Your review and approval. The Onboarding period is exempt from all monthly fees, and You may terminate the Client Agreement at no cost during the Onboarding period.
Upon obtaining Your written approval of the Playbook and Total Addressable Market documents, SalesHive will enter the Outreach period. During the Outreach period, SalesHive will conduct Outreach for the total number of Accounts You have approved unless the parties agree otherwise in writing. By the end of the second month after the commencement of Outreach, SalesHive commits to have started Outreach in at least 66% of these Accounts, unless the parties agree otherwise in writing.
As part of the Service, SalesHive allocates 100 research hours to You per quarter. If SalesHive exceeds the allocated number of research hours, additional research may be requested by You at a rate of $8.50 per hour. SalesHive will not exceed the allocated research hours without Your written approval.
4. Payment and Taxes
You agree to pay all fees as stated in the Engagement Agreement and all other fees applicable to your subscription to the Service as provided herein (collectively, the “Fees”). All Fees are due immediately upon receipt of an invoice from SalesHive. SalesHive’s acceptance of partial payment of the Fees or any amount less than the full amount payable at any given time shall not constitute a waiver or release of SalesHive’s right to unpaid amounts.
You may remit payment by credit card or ACH transfer. If You elect to pay upfront for three or more months, You will receive a discount of 5%. If You fail to make a payment within 30 days of receipt of an invoice, SalesHive may, in its sole discretion, restrict or suspend Your access to any and all Licensed Materials and/or SalesHive Technology, and/or terminate this Client Agreement for material breach. SalesHive shall have the right to charge interest at the rate of 2% per month (or, if less, the highest rate permitted by law) on any late payments.
You are responsible for the payment of any and all applicable taxes. Unless expressly specified otherwise in the Engagement Agreement, all Fees exclude sales tax. You agree to indemnify, defend, and hold harmless SalesHive and its officers, directors, employees, shareholders, agents, partners, successors, and assigns against any and all actual or threatened claims arising from or related to Your failure to pay taxes.
If You make an introduction to another individual or organization who thereafter enters into an Engagement Agreement with SalesHive, then when that individual or organization pays for their first month of service, You will receive a credit of $1,000 toward future payments to SalesHive for each such introduction. This credit is non-refundable and is forfeited if the Client Agreement is terminated by either party before the credit is used.
Each party shall keep confidential any and all information of the other party obtained prior to or during the term of the Client Agreement (“Confidential Information”), and shall protect the confidentiality of this material using commercially reasonable efforts (including all precautions that such party employs with respect to protecting its own confidential materials). You and SalesHive agree to use Confidential Information solely for the purpose of carrying out our respective obligations and/or enforcing our respective rights pursuant to this Client Agreement. Confidential Information and information derived therefrom may be divulged only to those of each party’s employees, representatives, and/or affiliates who have a reasonable need to know such information. Neither You nor SalesHive may share Confidential Information with any third party except: (1) as may be required by an order of Court or other quasi-jurisdictional or regulatory body with the legal right and power to demand such information; (2) to legal, business, and financial advisors, in each case where such disclosure may be required for legitimate legal, business, or tax purposes (and where the recipient of the Confidential Information agrees to receive and maintain the information in confidence); (3) for purposes of seeking contribution, defense, or indemnification and/or as necessary to comply with, enforce, or defend against enforcement of this Client Agreement; or (4) as otherwise required by law. In the event You or SalesHive receive a legal request or demand requiring the production of Confidential Information, You and SalesHive agree to notify the other party of such request and afford them a reasonable amount of time (in any event, no fewer than ten days unless a shorter time period is required by Court order) to object to the request before making Confidential Information available to the requesting party. In the event of a breach of this provision, the non-breaching party shall be entitled to, in addition to other remedies, temporary and permanent injunctions restraining such breach, and to a decree for specific performance of this provision. All Confidential Information shall be returned to the disclosing party or destroyed by the receiving party upon written request.
Notwithstanding the foregoing, SalesHive is not required to keep Your identity confidential and may use it in connection with marketing the Service. You grant SalesHive a non-transferable, non-exclusive license to use Your name and any associated trademarks, logos, slogans, etc. in marketing materials for the purpose of identifying You to other potential SalesHive customers unless You specifically revoke this license in writing.
6. Representations & Warranties
SalesHive shall use commercially reasonable efforts consistent with industry standards to provide the Service in a manner which minimizes errors and interruptions and avoids exposing You to liability. However, SalesHive does not warrant that the Service will be uninterrupted or error-free. SalesHive provides the Service “as-is,” and expressly disclaims any and all warranties, express or implied, with regards to the Service.
You represent and warrant that you will not, in connection with this Client Agreement, engage in, encourage, or permit conduct that would violate any applicable law, rule, regulation, or any right of a third party.
You further acknowledge and agree that SalesHive will not indemnify or defend You except as expressly provided herein. Among other things, direct marketing campaigns bear a risk of allegations (substantiated or otherwise) that consumers were contacted without obtaining prior affirmative consent. By using the Service, You assume the risk of liability for claims that You contacted consumers without consent. SalesHive makes no representation to You that it will obtain prior consent on Your behalf. You, and not SalesHive, are responsible for ensuring Your marketing campaign complies with state, local, and federal laws governing consumer consent.
7. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR INSTANCES OF GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY PUNITIVE, EXEMPLARY, MULTIPLE, INDIRECT, CONSEQUENTIAL, SPECIAL, OR LOST PROFITS DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH PARTY’S SOLE AND EXCLUSIVE REMEDY FOR ANY UNCURED BREACH BY THE OTHER OF ITS OBLIGATIONS UNDER THIS AGREEMENT IS TERMINATION BY WRITTEN NOTICE, AND, WHERE APPLICABLE, A REFUND OF A PRORATED PORTION OF THE FEES ALREADY PAID. SALESHIVE’S MAXIMUM LIABILITY TO YOU SHALL BE THE AMOUNTS ACTUALLY PAID TO SALESHIVE BY YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CAUSE OF ACTION.
8. Arbitration and Class Action Waiver
If You and SalesHive cannot resolve a Claim through informal negotiations, the Claim shall be finally and exclusively resolved by binding arbitration. “Claim(s)” means any claim or dispute between the parties and/or their parents, subsidiaries, affiliated companies, employees, agents, officers, owners, directors, successors, and/or assigns (who shall be third-party beneficiaries of this arbitration provision) arising out of or related to this Client Agreement or the Service. This arbitration provision is reciprocal, and any election to arbitrate by one party shall be final and binding on the other. This arbitration provision, including the interpretation and enforcement of this provision, shall be governed by the Federal Arbitration Act and federal arbitration law. The scope of this arbitration provision is to be given a fair interpretation to the fullest extent permitted by applicable law and not strictly against either party.
The arbitration shall be commenced and conducted through JAMS (www.jamsadr.com) under its applicable rules, as modified by this arbitration provision. The parties shall each participate in the selection of a neutral arbitrator. If JAMS is unavailable to arbitrate, you and SalesHive agree to arbitrate using an alternative arbitral forum. All remedies available to the parties under applicable laws shall remain available in arbitration. All issues, including the interpretation and enforceability of this arbitration provision, shall be determined by the arbitrator. Unless you and SalesHive agree otherwise in writing, the final arbitration hearing shall take place in person at the JAMS facility closest to Denver, Colorado, provided that either party may elect to have the arbitration conducted by video conference or telephone. If you initiate arbitration against SalesHive, you will be required to pay an initial fee (unless you qualify for a waiver), and all other arbitration costs shall be paid as determined by the arbitrator. If SalesHive initiates arbitration against you, it shall pay all costs associated with the arbitration. Regardless, you and SalesHive will each pay your own attorney’s fees and costs unless an award of attorney’s fees is available under applicable statute. This arbitration provision does not limit any rights you may have under applicable statutes, including any rights to file a claim on an individual basis in small claims court or to seek a “public injunction.” The arbitrator’s award will consist of a written statement stating the disposition of each Claim. The award will also provide a concise written statement of the essential findings and conclusions on which the award is based. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Either party may seek relief in a Court of Competent Jurisdiction (defined below) to stay proceedings pending arbitration, to modify, confirm, vacate, or enter judgment on the award entered by the arbitrator, or for injunctive relief in aid of arbitration. You agree that without this provision, you would have the right to sue in court with a jury trial.
No party shall commence or seek to prosecute or defend any dispute, controversy, or claim based on any legal theory arising out of or relating to this Client Agreement, or the breach thereof, other than on an individual, non-class, non-collective action basis. The arbitrator shall not have the power to consolidate any arbitration under this Client Agreement with any other arbitration, absent agreement of all parties involved.
You agree to indemnify, defend, and hold harmless SalesHive and its officers, directors, employees, shareholders, agents, partners, successors, and permitted assigns from and against any and all actual or threatened claims of third parties arising out of or in connection with (1) Your access or use of the Licensed Materials in violation of any law, (2) Your violation of any provision of this Agreement, (3) Your sending of any information, messages, or materials to any Licensed Materials Contact (including, but not limited to, through e-mail, mail, or fax) in violation of any law or the rights of any third party, or (4) the use of any Licensed Materials or SalesHive Technology by any third party to whom You have granted access (including access obtained through use of the usernames and passwords assigned to Licensee and its personnel).
SalesHive shall indemnify You for any damages finally awarded by any court of competent jurisdiction against You in, or for amounts paid by You under a settlement approved by SalesHive in writing of, any legal proceeding brought by a third party alleging that the Licensed Materials or SalesHive Technology infringed upon a third party’s intellectual property rights.
As a condition to any right of indemnification under this agreement, the indemnified party must provide written notice of the claim or proceeding, allow the indemnifying party the opportunity to assume the defense of the claim (except in the event of a conflict, in which case the party seeking indemnification will notify the indemnifying party, in writing, of the existence of a conflict), and cooperate in the indemnifying party’s defense of the claim to the fullest extent possible. Neither party is entitled to indemnification except as specifically stated herein.
Subject to and without waiving the arbitration provision above, This Client Agreement shall be exclusively governed by and construed in accordance with the laws of Colorado without regard to its conflict of law principles, and the proper venue for any judicial action arising out of or related to this Agreement shall be the state and federal courts located in Denver, Colorado (a “Court of Competent Jurisdiction”). You and SalesHive stipulate to, and waive, any objection to the personal jurisdiction and venue of such courts and submit to extraterritorial service of process. If you reside outside the U.S. and bring a Claim against SalesHive outside the U.S., applicable laws may authorize you to bring a Claim against SalesHive, which shall be brought in your individual capacity, in the forum where you reside.
In the event any portion of this Client Agreement shall be held to be invalid, illegal, or unenforceable, the remaining provisions shall be unimpaired and the invalid, illegal, or unenforceable provision shall be replaced by a mutually acceptable provision, which comes closest to mirroring the parties’ intentions underlying the invalid, illegal, or unenforceable provision.
You agree to provide an email address for notices under this Client Agreement. All notices or other communications permitted or required to be given hereunder shall be sent by email to the email address provided by the other party for such purpose and shall be deemed given when sent. Notices to SalesHive shall be sent to [email protected]. If You fail to provide an email address for notices, SalesHive may provide notices hereunder by any means reasonably calculated to provide You with actual notice thereof, and such notice will be deemed given when sent.
You or SalesHive may propose amendments to this Client Agreement at any time by providing written notice of such proposed amendments. Such proposed amendments shall be deemed accepted thirty (30) days after the date when notice is given unless You inform SalesHive that you do not accept such amendments. No other modification or claimed waiver of any provision of this Client Agreement will be considered valid except by written amendment signed by both parties.
Neither SalesHive nor any of its affiliates will be liable for any delay in performance or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, labor disputes or other industrial disturbances, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, pandemics, or war.
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