Terms of Use

Thanks for your interest in Saleswhale.

These Terms of Service, together with any amendments, order forms, and any additional agreements you enter into with Saleswhale in connection with the Service (collectively, "Terms" or “Agreement”), govern your access to and use of Saleswhale ("Saleswhale", "we" or "our") websites, services, and applications (collectively, the "Services"). This Agreement is effective between You and Saleswhale, Inc., on behalf of itself and its affiliates (together referred to herein as “Saleswhale”) as of the earlier of the date both You and Saleswhale executed the Order Form referencing these Terms of Service or the date You clicked your acceptance (“Effective Date”) and may be amended only as set forth herein.

These Terms apply to all Saleswhale customers and users of the Service. Please read them carefully before using the Service.

By accessing or using the Service you agree to be bound by these Terms. If you are using the Service on behalf of an organization or entity ("Organization"), then you are agreeing to these Terms on behalf of that Organization, and you represent and warrant that you have the authority to bind the Organization to these Terms. In that case, "you" and "your" refers to you and that Organization.


Your Data

In order to use our Services you must link a 3rd party email account to your Saleswhale Services account. With your permission (which you are granting by using the Services), we will, within the Services, create, modify, and update email content that will be delivered to you through your email systems. You will also have the option to import lists of your leads through the Services. This data, along with any electronic data and information submitted by or for you to the Services, including electronic data and information submitted by or for you through your use of third party applications, or collected and processed by or for you using the Services (excluding information obtained by the Company from our content licensors or publicly available sources and provided to you, or otherwise provided by the Company to you in connection with the Saleswhale Services) is referred to as "Your Data." You retain full ownership of Your Data. You are responsible for obtaining all approvals necessary for Saleswhale to use Your Data to provide the Services as authorized under these Terms. Saleswhale may use Your Data to provide the Services to you. In addition, we may (i) process usage and performance data with respect to the use and performance of the Services, and (ii) use and analyze Your Data on a de-identified/aggregated basis for our internal business purposes, including improving, testing and providing our services. Saleswhale may only disclose usage and performance related data in a de-identified and aggregated form (e.g., not specifically identifying Customer, or any customer or prospect of Customer), for example, to describe best practices or publish general information and statistics regarding the services.

Saleswhale will respond to requests to transfer or delete Your Data only to the extent such requests are addressed to Saleswhale from an email address from the email domain that is the same as the domain associated with your Saleswhale account or from the in-app support chat with an authenticated account. To the extent the request does not originate from the specific email address associated with your Saleswhale account (the “Authorized Email“), Saleswhale will notify you of the request at the Authorized Email, and Saleswhale will deem such request valid unless it receives a response within 5 business days from the Authorized Email objecting to the request. Saleswhale will deem valid any request addressed to Saleswhale from the Authorized Email, and you are solely responsible for the validity of all requests or communications addressed to Saleswhale from the Authorized Email.

We will maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of Your Data as described in our Privacy Policy. You are solely responsible for protecting your passwords, limiting access to your computers and devices, and signing out of the Saleswhale Services when you are not using them.


Pricing & Payment

The fees for the Service shall be paid in accordance with the terms set forth on the applicable Services Order Form.


Privacy

We care about the privacy of our users. We may collect, use and share Your Data that includes personally identifiable information as described in our  Privacy Policy and the Saleswhale Data Processing Addendum ("Saleswhale DPA"). Except as may be otherwise identified in the Privacy Policy and the Saleswhale DPA, , we won’t share such personal information with others unless: (a) you have given us permission to do so; (b) we are required to by law or by valid legal process; (c) we need to do so in order to provide you the Service; or (d) one of the other exceptions described in the Terms, Privacy Policy, or Saleswhale DPA applies. To the extent that in connection with the performance of the Services, Saleswhale processes on your behalf any Personal Data subject to the Applicable Laws (as defined in the Saleswhale DPA) contained in Your Data, the terms of the Saleswhale DPA (or such other DPA executed by both parties that references this Agreement), shall apply and the parties agree to comply with such terms. The DPA may be updated by Saleswhale if required by applicable law.


Access & Data Security

You give us permission to access your computer, or other telecommunications or information systems ("Systems") in order to provide the Service. This permission is limited to those Systems, time periods, and personnel as are reasonably needed to provide the Service. Access is subject to business control and information protection policies, standards, and guidelines designed to ensure that access granted hereunder will not impair the integrity and availability of your Systems.

We shall implement and maintain reasonable administrative, physical and technical safeguards that are designed to prevent any unauthorized use, access, processing, destruction, loss, alteration, or disclosure of Your Data (including any applicant or employee data furnished by you as may be held or accessed by us). And we shall notify you as soon as reasonably possible following discovery of any breach or compromise of the security, confidentiality, or integrity of Your Data.


Responsible Disclosure Policy

Saleswhale aims to keep its Services safe for everyone, and we consider data security to be of the utmost importance. If you are a security researcher and have discovered a security vulnerability in the Services, we appreciate your help in disclosing it to us in a responsible manner at security@saleswhale.com.


Limitation of Liability

To the fullest extent allowed by applicable law, you agree to indemnify and hold Saleswhale, its affiliates, officers, agents, employees, suppliers, licensors and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including attorneys’ fees) arising from any third party claims relating to (a) your use of the Service (including any actions taken by a third party using your account), or (b) your violation of these Terms. In the event of such a claim, suit, or action ("Claim"), we will attempt to provide notice of the Claim to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

LIMITATION OF LIABILITY. EXCEPT IN THE EVENT OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY’S AND ITS SUPPLIERS BE LIABLE TO THE OTHER PARTY, ITS AFFILIATES, USERS OR ANY OTHER THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF GOODWILL, LOSS OF CUSTOMER DATA OR CUSTOMER’S SOFTWARE (OR ANY DATA RELATED THERETO) OR ANY INTERRUPTION OF BUSINESS, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL SALESWHALE AND ITS SUPPLIERS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE SUBSCRIPTION FEES PAID BY YOU TO SALESWHALE DURING THE TWELVE (12) MONTHS PRECEDING THE INITIAL CLAIM. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THE FOREGOING DISCLAIMER WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.


Miscellaneous

These Terms shall be governed, construed and enforced in accordance with the laws of the State of California, without regard to its conflict of laws provisions. The parties irrevocably consent to the exclusive jurisdiction of the state and federal courts in Santa Clara County, California for the resolution of any disputes or conflicts arising out of or related to this Agreement.

Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by You, including in connection with a corporate reorganization, merger, acquisition or other change in control, without the prior written consent of Saleswhale. Saleswhale may assign this Agreement, including to its affiliates or in connection with a corporate reorganization, merger, acquisition or other change in control. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns.

These Terms, together with each Order Form, is the entire agreement of the parties regarding the subject matter hereof, superseding all other agreements between them, whether oral or written. Saleswhale may update or revise these Terms from time to time in its sole discretion without notice to you, and Saleswhale recommends that you review these Terms on a regular basis to stay abreast of the most current version. The most current version will be posted on the site. Your continued use of the Services after any update or revision to these Terms constitutes your acceptance of the updates or revisions. Except as expressly stated in these Terms, no terms or conditions stated in a Customer purchase order or other Customer ordering document (other than with respect to duration, service and pricing that are consistent with the applicable executed Order Form) shall be incorporated into or form any part of these Terms (notwithstanding any language to the contrary therein), and all such terms or conditions shall be null and void. Order Forms governed by these Terms may be executed in one or more counterparts, each of which when so executed and delivered or transmitted by facsimile, e-mail or other electronic means, shall be deemed to be an original and all of which taken together shall constitute but one and the same instrument. A facsimile or electronic signature is deemed an original signature for all purposes under these Terms. All headings contained in this Agreement are inserted for identification and convenience and will not be deemed part of this Agreement for purposes of interpretation. All remedies set forth in this Agreement are cumulative.