“Account” means your account profile and associated Log-in Credentials.
“Admin” means the Customer designated representative who administers access to the Services for Customer’s Sales Agents and Sales Managers.
“Log-In Credentials” means user identification and password for an Account holder which is assigned by the Customer’s Admin.
“Reports” means any of the reporting and presentation features available through our App.
“App” means the iOS App access point to the Services.
“Sales Agent” means an individual sales representative who accesses the App to obtain Reports on such person’s commissions and is considered a Basic User under the ASP Agreement.
“Sales Manager” means an individual sales manager representative who accesses the App to obtain Reports on such person’s commissions as well as track commissions on all Sales Agents that work for him or her.
2. Access to Services
(a) Any User may access the Services through the App if they have valid Log-In Credentials.
(b) Our App contains a variety of commission reporting and tracking tools and Apps for Users. We make no warranty regarding the quality or availability of the App, and we reserve the right to suspend, modify or terminate access to the App at any time and without notice. You agree that Company will not be liable to you or any third party for any modification, suspension or termination of the App, including, without limitation, loss of data, commission information, personal settings or other foreseeable or unforeseeable damages related thereto.
(c) We are not responsible for any errors to commission data as all data related to your commissions is based upon data imported by the Customer’s Admin. If there are any discrepancies in commission calculations, you should consult with the appropriate Customer representative.
(d) You shall not share your Log-In Credentials with anyone. If you learn that your Log-In Credentials have been comprised, please contact your Admin immediately to reset your Log-In Credentials. Company shall not have any responsibility for lost or stolen Log-In Credentials.
(a) You acknowledge that you are solely responsible for any Content contained in any Report you access through the App. If you are accessing any Content of a third party (i.e. Sales Managers accessing the commission reports of their Sales Agents), you shall maintain the confidentiality of such Content in accordance with the Customer’s policies. Company shall not have any obligation or duty to police your use or dissemination of Content supplied by Customer.
(b) If you are an Admin, you warrant that you are solely responsible for all Content you upload into the Service for access by Users. Company does not validate nor check any Content supplied by you.
(c) As a condition of using the App, you hereby license to us a non-exclusive, irrevocable, worldwide, royalty-free right and license to use such Content solely to render the Service. Your access and use of this App shall be construed as sufficient consideration for such license.
(d) You shall not input or use any Content through this App which violates or infringes upon any third party Intellectual Property Rights or privacy rights.
You may use the App and access the Reports lawfully and only for Permitted Uses. No other use of the Content or App is permitted. Permission to reprint or electronically reproduce any document or graphic in whole or in part for any other purpose is expressly prohibited, unless prior written consent is obtained from the respective copyright holder(s).
5. Representations and Warranties
(a) You represent and warrant to us that:
(ii) the Reports generated by you will be used only by you, and that no part of any Report is or will be used by any third party.
(b) You agree that you will provide accurate and complete information when prompted to do so, and that you will maintain and update such information so it remains accurate and complete.
(c) You agree that we may use the e-mail address on your Account to send you notices concerning the App and your use thereof. These notices may include information on updates to the App that may be made available from time to time on the App or information pertaining to your Account. You agree to accept all electronic communications from us at the e-mail address you provide in your Account. If your e-mail address changes, you are solely responsible for updating your Account information.
(e) COMPANY MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE APP, SERVICES, TECHNOLOGY OR CONTENT PROVIDED BY COMPANY HEREUNDER, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, TITLE, OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF PERFORMANCE, DEALING OR TRADE USAGE. IN ADDITION, COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OR USE OF THE APP, SERVICES, TECHNOLOGY OR CONTENT PROVIDED BY COMPANY HEREUNDER WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, AND COMPANY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS, ERRORS, OR BREACHES OF SECURITY. COMPANY MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO ANY THIRD PARTY SOFTWARE, TOOLS, HARDWARE, OR OTHER MATERIALS OR CONTENT WHICH MAY BE USED OR PROVIDED BY COMPANY IN THE PERFORMANCE OF SERVICES HEREUNDER, INCLUDING, WITHOUT LIMITATION THE DYNAMICS CRM LICENSE.
All of the Trademarks are Company’s registered and unregistered trademarks, its affiliates, or third parties. Nothing in this App should be construed as granting, by implication, estoppel, or otherwise, any license or right in and to the Company Marks without our express written permission or the express written permission of the applicable third party.
7. Usage Rules
We reserve the right to deny you access to any and all parts of this App and suspend or terminate your Account, for any reason or no reason, and at our sole discretion. The following rules shall govern your conduct regarding the use of the App.
(d) Interference with Other’s Use. You shall not interfere with other person’s use of the App, including, without limitation, disrupting, spamming or otherwise using abusive tactics to deter others from using the App or any of its features.
(e) Harmful Code. You may not post or transmit any file to this App or the Service or to any other User which contains viruses, worms, time bombs, Trojan horses or any other contaminating or destructive code.
(f) Content You shall not upload, enter or use any Content that would violate or infringe upon any third party’s Proprietary Rights or privacy rights, unless you have the permission of the owner of such rights.
(g) Other Prohibited Activities. You agree not to use the App (or assist or encourage others to use the App) in order to:
- Solicit personal information from any other person;
- Solicit passwords or personal identifying information for commercial or unlawful purposes from others;
- Impersonate another person or entity, whether or not a User of the App;
- Upload, post, email, transmit or otherwise make available restricted or password only access pages or hidden pages or images (those not linked to or from another accessible page);
- Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels stating the origin or source of software or other Content contained on the App;
- vi. Attempt to sell, modify, reverse engineer, disassemble, decompile, frame, decrypt, decompile, create derivative works of or otherwise exploit for any commercial purpose the App or Service, any portions thereof (including the Content), or any of our or our affiliated organizations without our prior written consent;
- Do anything that may interfere with the operation of the App, including, but not limited to, hacking, spamming and flood attacking;
- Remove any copyright, Company Marks or other proprietary rights notices contained in or on the App;
- Interfere with or disrupt the App, the App or servers or networks connected to either, or disobey any requirements, procedures, policies or regulations of networks connected to the App;
- Attempt to harvest, scrape, copy or otherwise collect information, or Content from the App, to retrieve or index any portion of the App or collect information about other users for any purpose not expressly authorized by Company, including, without limitation, republishing the same on a third party web sites, either manually or through any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars, search/retrieval application, intelligent agents or other device);
- Access Content or data not intended for you, or log onto a server or Account that you are not authorized to access;
- Create Accounts by automated means, or under false or fraudulent pretenses; or provide false, misleading or inaccurate information to Company or any other user;
- Impersonate, or otherwise misrepresent affiliation, connection or association with, any person or entity;
- Harvest or otherwise collect information about Users including email addresses, Log-In Credentials, or any other information; or
- xv. Use the App or App to solicit or recruit other persons to another product or service.
Any violation of this section may subject you to civil and/or criminal liability. Additionally, if you commit any of the above, Company may, in its sole discretion, and without limiting any of their other remedies, terminate your Account and ability to access and/or use the App and/or Service.
Although Company cannot monitor the conduct of its users off the App, it is also a violation of these rules to use any information obtained from the App in order to harass, abuse, or harm another person, or in order to contact, advertise to, solicit, or sell to any User without their prior explicit consent.
(b) General Disclaimer. The Content on this App is presented in a summary fashion, and is intended to be used for informational purposes based upon Content uploaded by the Customer’s Admin. AS SUCH, COMPANY DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OF ANY COMMISSIONS GENERATED BY THE APP.
(c) WARRANTY DISCLAIMER. THIS APP, THE SERVICE AND THE CONTENT CONTAINED THEREIN ARE PROVIDED “AS IS”, WITHOUT ANY WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE., TITLE, AND NON-INFRINGEMENT, WITH REGARD TO ANY REPORTS, RESULTS, COMMISSIONS, ANALYSIS, AND ALL OTHER INFORMATION CONTAINED ON AND/OR MADE AVAILABLE THROUGH THIS APP, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY OF THIS APP AND/OR SERVICE, LACK OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES, OR ANY FAILURE TO PROVIDE THE APP AND/OR SERVICE OR ACCESS THERETO BY USERS. WE DO NOT GUARANTEE THE TIMELINESS, VALIDITY, COMPLETENESS OR ACCURACY OF THE CONTENT. ALTHOUGH THE CUSTOMER’S ADMIN MAY UPDATE THE CONTENT ON THIS APP AND/OR APP FROM TIME TO TIME, PLEASE NOTE THAT INFORMATION CONTAINED HEREIN MAY BE OUT OF DATE AND/OR MAY CONTAIN INACCURACIES OR TYPOGRAPHICAL ERRORS. BECAUSE SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, THESE EXCLUSIONS MAY NOT APPLY TO YOU.
9. Data Back-up
11. WAIVER, RELEASE AND LIMITATION OF LIABILITY
YOU AGREE THAT NONE OF THE PROTECTED PARTIES SHALL HAVE ANY LIABILITY TO YOU UNDER ANY THEORY OF LIABILITY OR INDEMNITY IN CONNECTION WITH YOUR USE OF THE APP AND/OR APP. YOU HEREBY RELEASE AND FOREVER WAIVE ANY AND ALL CLAIMS YOU MAY HAVE AGAINST THE PROTECTED PARTIES (INCLUDING BUT NOT LIMITED TO CLAIMS BASED UPON THE NEGLIGENCE OF ANY OF THE PROTECTED PARTIES) FOR LOSSES OR DAMAGES YOU SUSTAIN IN CONNECTION WITH YOUR USE OF THE APP AND/OR THE SERVICE.
NOTWITHSTANDING THE FOREGOING PARAGRAPH, THE TOTAL LIABILITY OF THE PROTECTED PARTIES, IF ANY, FOR LOSSES OR DAMAGES SUSTAINED BY YOU SHALL NOT EXCEED THE LESSER OF: (A) THE AGGREGATE OF SUBSCRIPTION FEES PAID BY CUSTOMER FOR YOUR ACCOUNT FOR THE TWO (2) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE WHEN LIABILITY AROSE; OR (B) ONE HUNDRED DOLLARS ($100.00) (USD). IN NO EVENT SHALL ANY OF THE PROTECTED PARTIES BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE ARISING FROM ANY USE OF THIS APP OR THE CONTENT EVEN IF THE PROTECTED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
NONE OF PROTECTED PARTIES WILL BE LIABLE OR HAVE ANY RESPONSIBILITY OF ANY KIND FOR ANY LOSSES, DAMAGE OR DESTRUCTION OF DATA, THAT AND DAMAGES OR LOSSES YOU INCUR IN THE EVENT OF ANY FAILURE OR INTERRUPTION OF THIS APP, THE APP OR OUR EQUIPMENT, OR RESULTING FROM THE ACT OR OMISSION OF ANY OTHER PARTY INVOLVED IN MAKING THIS APP AVAILABLE TO YOU OR COLLECTING THE DATA CONTAINED THEREIN, OR FROM ANY OTHER CAUSE RELATING TO YOUR ACCESS TO OR YOUR INABILITY TO ACCESS THE APP, OR THE CONTENT WHETHER OR NOT THE CIRCUMSTANCES GIVING RISE TO SUCH CAUSE MAY HAVE BEEN WITHIN THE CONTROL OF ANY OF THE PROTECTED PARTIES.
SOME STATES DO NOT ALLOW THE EXCLUSION OF DAMAGES OR LIMITATION OF LIABILITY AS SET FORTH ABOVE, SO THIS LIMITATION OF LIABILITY MAY NOT APPLY TO YOU. IF ANY PART OF THIS LIMITATION DOES NOT APPLY TO BE INVALID OR UNENFORCEABLE, FOR ANY REASON, THAN UNDER THOSE CIRCUMSTANCES, THE AGGREGATE LIABILITY AND DAMAGE EXCLUSION SHALL ONLY BE RESTRICTED OR DIMINISHED TO THE EXTENT NECESSARY TO BE LEGALLY ENFORCEABLE. IF ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE; ALL LIMITATIONS OF LIABILITY, DISCLAIMERS OF LIABILITY, AND EXCLUSIONS OF LIABILITY SHALL REMAIN IN EFFECT. The limitations of damages and exclusions of liability set forth above are fundamental elements of the basis of the bargain between you and us and we would not be able to have provided you the App at the prescribed Fees without such limitations.
12. Third Party Rights
The provisions of paragraphs 10 (Indemnification) and 11 (Waiver, Release and Limitation of Liability) are for the benefit of the Protected Parties. Each of the Protected Parties shall have the right to assert and enforce those provisions directly against you on its own behalf.
750 B Street., Suite 3300
San Diego CA 92101
Last Updated August 21, 2017