SalesJunction

Customer acknowledges, and agrees, that the Service uses proprietary software (hereinafter “Software”) owned by SalesJunction, and the Customer is being granted an individual, non-exclusive, non-transferable license to use the Software subject to the terms and conditions of this Agreement
The Customer acknowledges, and agrees, that the Customer, its employees and agents, are expressly prohibited, directly or indirectly, from attempting to discover the source code, underlying algorithms, or technology of the Software; rent, lease, sell, assign, or transfer rights to the Software; modify or make derivative works based on the Software; or use the Software in any service bureau or timeshare capacity
The Customer acknowledges, and agrees, that SalesJunction is the exclusive owner throughout the world of the Software, including subparts, additions, extensions, versions, updates and copies, and all rights not expressly granted to the Customer are reserved by SalesJunction
SalesJunction also reserves the right to modify its software within its sole discretion at anytime

5
FIFTEEN DAY FREE TRIAL
The Customer will be given a fifteen (15) day free trial period to use the Service
Commencement of the 15-day period starts with the date of acceptance of this Agreement
The Customer acknowledges, and agrees, that following the expiration of the 15-day trial, SalesJunction may notify the Customer of the expiration of the free trial period, and the Customer acknowledges, and agrees, that continued use of the service beyond the 15-day trial date will automatically activate this Service Agreement, and constitute acceptance of the obligation to pay for the Service under the terms and conditions of this Agreement
SalesJunction’s obligations to the Customer under this Agreement shall not commence until expiration of the trial period

6
BILLING PERIOD AND PAYMENT METHOD – MONTHLY PAYMENT PLANS
SalesJunction charges and collects fees in advance for the use of the Service
If the Customer selects a monthly payment plan, the Customer acknowledges, and agrees, that the Service will be provided on a monthly billing cycle
A recurring billing charge will automatically be applied to Customer every month for the total monthly license fees
Payment shall be by Credit Card in U
S
Dollars
The Customer agrees to pay the total monthly license fees in accordance with the license fees and billing terms in effect at the time the fees are rendered or received
The license fees are nonrefundable whether or not any, or all, of the User Licenses are actively used for the Service during the payment month
The total monthly license fees, or portions thereof, are nonrefundable if the Customer chooses to cancel the Service prior to the end of the monthly billing cycle
Customer is responsible for proper use of its’ credit cards by its’ officers, employees and agents
SalesJunction shall not be responsible for improper credit card use by the customer and/or for errors and omissions of Customer and/or its’ credit card company
If a credit card charge is rejected due to expiration, overdraft, cancellation of the card, or any other reason SalesJunction shall add a $1
00 fee for each failed attempt

7
BILLING PERIOD AND PAYMENT METHOD – ANNUAL PAYMENT PLANS
SalesJunction charges and collects fees in advance for the use of the Service
If the Customer selects an annual payment plan, the Customer acknowledges, and agrees, that the Service will be provided on an annual billing cycle (12 months)
A recurring billing charge will be automatically issued to a Customer every year for the total annual license fee
Payment shall be by Credit Card payable in U
S
Dollars
The Customer agrees to pay the total annual license fee for its account in accordance with the annual license fee and billing terms in effect at the time the fee is due and payable
The annual license fee is nonrefundable whether or not any, or all, of the user licenses are actively used for the Service during the yearly payment cycle
The annual license fee, or portions thereof, is nonrefundable if Customer chooses to cancel the Service prior to the end of the annual billing cycle
If a credit card charge is rejected due to expiration, overdraft, cancellation of the card, or any other reason SalesJunction shall add a $1
00 fee for each failed attempt

8
CALCULATION OF MONTHLY LICENSE FEES
Monthly license fees charged to the Customer shall be equal to the current number of user licenses in affect at the time of the Customers’ billing cycle, multiplied by the license fee per user rate in affect at the time of the Customer’s billing cycle (plus any excess storage fees)
The total monthly license fee applies only to those Customers on a monthly payment plan

9
CALCULATION OF ANNUAL LICENSE FEES
Annual license fees charged to the Customer shall be equal to the current number of user licenses in affect at the time of the Customers’ billing cycle, multiplied by the license fee per user rate in affect at the time of the Customer’s billing cycle (plus any excess storage fees)
The annual license fee applies only to those Customers on an annual payment plan

10
EXCESS DATA STORAGE AND EMAIL FEES
If the amount of disk storage required exceeds the maximum service limits, you will be charged the then-current storage fees
SalesJunction will use reasonable efforts to notify you when the average storage used per license reaches approximately 90% of the maximum; however, any failure by SalesJunction to so notify you shall not affect your responsibility for such additional storage charges
SalesJunction prohibits use of email for “spamming” (sending emails to addresses who have not opted to receive from sender) and reserves the right to limit the number of emails Customers may send at one time in its sole discretion
SalesJunction may also at its sole discretion, charge for emails over the daily maximum of 1,000 per company
The current charge for each excess email is one-half of one cent ($0
005)
SalesJunction reserves the right to establish or modify its general practices and limits relating to storage of Customer Data or Email

11
LICENSE FEE PER USER
The Customer acknowledges, and agrees, that the Service is billed on a license fee per user basis
A billable user shall constitute the highest number of any and all user IDs setup in the Customer’s account during any billing period
SalesJunction reserves the right to change the license fee and usage policies, and to introduce new charges at any time, so long as these changes are only effective upon renewal of a customers monthly, annual or other period of agreed billing increments
Total user licenses represents the total number of users who may access the Service using the Customer’s account
The total user licenses are initially established, and contracted for, during the sign-up process, and subsequently may be increased, or decreased, using the user setup procedures within the Service
The Customer acknowledges, and agrees, that increases in the number of user licenses will be charged at the current license fee per user rate and shall be billed during the next Customer billing cycle, and that decreases in the number of user licenses will become effective during the next Customer billing cycle
A billable user shall constitute any and all user IDs setup in the Customer’s account
The Customer also acknowledges that it has the responsibility to adjust decreases in the number of user licenses in the Service setup area, prior to the Customer’s next billing cycle

12
LOCAL AND STATE TAXES
Billing amounts are exclusive of all taxes, levies, or duties that may be imposed by taxing authorities having jurisdiction over the Customer’s access location
Due to the mobility of access to the Service, the Customer acknowledges, and agrees, to be responsible for the payment of such taxes, levies, or duties, if any

The Customer must contact SalesJunction in writing within 30 days of receiving an invoice or billing receipt containing the amount in question in order to be eligible to receive a credit or adjustment

14
SERVICE AGREEMENT RENEWAL
The Customer acknowledges, and agrees, that this Service Agreement is a monthly, bi-annual, annual or other agreed duration, and shall automatically renew each month, bi-annually, annually or other agreed duration unless either party requests a change to the Agreement or its termination at least 30 days in advance of its renewal date
In the absence of 30 days notice from either party, the agreement will remain in effect and payment will be due

In the event the Customer account becomes overdue, SalesJunction reserves the right to suspend the Service provided to the Customer
The Customer acknowledges, and agrees, that suspension of the account will deny the Customer, and all users accessing the Service under the Customer account, access to the Service until delinquent accounts are paid in full
In addition to the rights granted herein, SalesJunction reserves the right to terminate this Agreement in accordance with the terms and conditions of this Agreement
Any damages or disruption due to non-payment shall be the responsibility of Customer and SalesJunction shall have no liability therefor

16
TERMINATION OF SERVICE AGREEMENT
The Customer may terminate this agreement by cancelling the Service
Upon termination of the Agreement for any reason, the Customer, and all users accessing the Service under the Customer account, will immediately cease all use of the Service
After termination, SalesJunction will remove all data in the Customer account
SalesJunction will make a file of the Customer data available to the Customer for a fee if the Customer makes such a request in the Service Setup area prior to cancelling Service
The Customer acknowledges, and agrees, that SalesJunction is not obligated to retain the Customer data after termination, and will delete the data after such time
SalesJunction reserves the right to (i) modify or discontinue, temporarily or permanently, the Service (or any part thereof) and (ii) refuse any and all current and future use of the Service, suspend, or terminate the account (any part thereof) or use of the Service and remove and discard any Customer content in the Service, for any reason
SalesJunction will use its reasonable efforts to publish on the Site or notify Customer about any planned downtime of the Service, and will use reasonable efforts to contact Customer directly via email prior to suspension or termination
Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of Customer’s use of Service, may be referred to appropriate law enforcement authorities
SalesJunction shall not be liable to Customer or any third party for any modification, suspension or discontinuation of the Service

17
ACCURATE CUSTOMER INFORMATION
The Customer agrees to update the billing information area of the Service with accurate billing and contact information, including legal name, company name (if applicable), street address, telephone number, and Email address
Customer also agrees to update the Service with any changes to this information within a period not to exceed 30 days
SalesJunction reserves the right to terminate Customer access to the Service, without any obligation to return Customer data, if the Customer provides false or fraudulent contact or billing information

18
CUSTOMER ACCOUNT SECURITY AND PASSWORDS
The Customer is responsible for any and all activities that occur within the Customer’s account, and where applicable, the activities that occur within additional accounts established by the Customer
The Customer will choose, or be temporarily assigned, all applicable passwords to use with the Service
The Customer shall be responsible for maintaining the confidentiality of their passwords and account data, and where applicable the passwords and accounts of each user accessing the Service
Any unauthorized use or breach of security of a Customer account, and where applicable other accounts established by the Customer, shall be reported immediately to SalesJunction

SalesJunction, or its designee(s), shall provide Email or telephone support during normal business hours (9:00am to 5:00pm Eastern Time Zone) Monday-Friday, except on holidays

20
CUSTOMER ACCOUNT DATA