These Terms of Use ("Terms") describe the terms under which Copico Tech Solutions ("SalesHQ" "Us", "We", "Our") provides a subscriber ("You", "Your", "Yourself") access to and use of Our Services.
By accessing and/or using Our Service
1.1. Account means any accounts or instances created by You or on Your behalf for access and use of the Services.
1.2. API means the application programming interfaces developed, enabled by, or licensed to SalesHQ that permit certain functionalities provided by the Services.
1.3. Customer Data means all electronic data, text, messages, personal data, or other materials, including without limitation Personal Data of Users and End Users, submitted to the Services by You through Your Account in connection with Your use of the Services.
1.4. Confidential Information means all information disclosed by one Party to the other Party which is in tangible form and labeled "confidential" (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. Notwithstanding the foregoing, Confidential Information shall not include any information which (a) was publicly known and made generally available in the public domain prior to the time of disclosure by the disclosing party; (b) becomes publicly known and made generally available after disclosure by the disclosing party to the receiving party through no action or inaction of the receiving party; (c) is already in the possession of the receiving party at the time of disclosure by the disclosing party as shown by the receiving party's files and records prior to the time of disclosure; (d) is obtained by the receiving party from a third-party without a breach of such third-party's obligations of confidentiality; (e) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information, as shown by documents and other competent evidence in the receiving party's possession; or (f) is required by law to be disclosed by the receiving party, provided that the receiving party shall, to the extent legally permitted, give the disclosing party written notice of such requirement prior to disclosing so that the disclosing party may seek a protective order or other appropriate relief.
1.5. Documentation means any written or electronic documentation, images, video, text, or sounds specifying the functionalities of the Services provided or made available by SalesHQ to You or Your Users through the Services or otherwise.
1.6. DPA means the Data Processing Agreement at https://www.saleshq.ai/legal/data-processing-agreement
1.7. End User means any person or entity other than You or Your Users with whom You interact using the Service(s).
1.8. Order Form means any service order form specifying the Services provided, particular features, and functionalities in the Services that You wish to avail.
1.9. Personal Data means any information relating to an identified or identifiable natural person that is submitted by You to the Services as part of Customer Data.
1.10. Process means any operation or set of operations that is performed on Personal Data or on sets of Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
1.11. Sensitive Personal Information means information that relates to an individual's racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, biometric data for the purpose of uniquely identifying a natural person, data concerning health, or data concerning a natural person's sex life or sexual orientation. It also includes information about an individual's criminal offenses or convictions, as well as any other information deemed sensitive under applicable data protection laws.
1.12. Services means the cloud-based proprietary collaborative customer onboarding platform of SalesHQ and any new services that SalesHQ may introduce as a Service to which You may subscribe, and any updates, modifications, or improvements thereto, including individually and collectively, the API, Software and any Documentation.
1.13. Software means any software provided by SalesHQ (either by download or access through the internet) that allows You to use any functionality in connection with the Service(s).
1.14. Subscription Charges means all charges associated with Your Account and use of the Services.
1.15. Subscription Plan means the pricing plan and any limitations for the Services that You have subscribed to.
1.16. Subscription Term means the period during which You have agreed to subscribe to the Services as specified in the relevant Order Form or as mentioned in a relevant Subscription Plan.
1.17. Third-Party Services shall mean third-party application(s) or service(s) integrating with the Services through APIs or otherwise enabled through the Services.
1.18. User means a designated user within the Services, including an Account administrator, employee, shareholder, auditor, lawyer, founder, and other designated users.
1.19. Website(s) shall mean the websites owned and operated by SalesHQ including saleshq.ai
Subject to Your compliance with these Terms and solely during the Subscription Term, You have the limited, non-exclusive, revocable right to access and use the Services for your internal business purposes in accordance with the Subscription Plan set forth in an Order Form.
Your access and use of the Service(s) is restricted to the specified number of individual Users mentioned in the relevant Order Form executed between Yourself and SalesHQ. Each User shall be identified using unique login information such as usernames and passwords ("User Login") and such User Login shall be used only by one individual.
You agree not to:
You acknowledge and agree that Your use of Third-Party Services will be subject to the terms and conditions and privacy policies of such third-party and that SalesHQ shall not be liable for Your enablement, access, or use of such Third-Party Services, including for the processing of Customer Data by such third-party. You should contact that Third-Party Service provider for any issues arising in connection with the use of such Third-Party Service.
Unless otherwise mentioned in an Order Form, the Subscription Charges are due in full and payable at the end of the month, in accordance with clause 7.2, when You subscribe to the Services. The Subscription Charges shall be specified on Our Website(s) or in an Order Form.
You hereby authorize SalesHQ or SalesHQ's authorized agents, as applicable, to bill You upon Your subscription to the Services (and any renewal thereof). Unless otherwise stated in an Order Form, Your payment is due within thirty (30) days of SalesHQ's invoice date.
Unless otherwise specified in these Terms, all Subscription Charges are non-refundable. No refunds shall be issued for partial use or non-use of the Services by You.
SalesHQ will notify You if SalesHQ does not receive payment towards the Subscription Charges within the due date for Your Account. SalesHQ must receive payments within a maximum of ten (10) days from the date of SalesHQ's notice. If SalesHQ does not receive a payment within the foregoing time period, in addition to its right to other remedies available under law, SalesHQ may (i) charge interest for late payment @ 1.5% per month and/or; (ii) suspend Your access to and use of the Services until SalesHQ receives Your payment towards the Subscription Charges as specified herein and/or; (iii) terminate Your Account.
Unless otherwise stated, the Subscription Charges do not include any taxes, levies, duties, or similar governmental assessments, including value-added, sales, use, or withholding taxes assessable by any local, state, provincial, or foreign jurisdiction (collectively "Taxes").
The Subscription Term shall be as set forth in the relevant Order Form.
You may terminate your Account and subscription to the Services at any time, but will remain liable for all Subscription Charges for the Subscription Term. Unless Your Account and subscription to the Services are terminated, Your subscription to the Services will renew for a Subscription Term equivalent in length to the then-expiring Subscription Term at SalesHQ's then-prevailing Subscription Charges.
In addition to suspension for late payment or non-payment of Subscription Charges, SalesHQ may at its discretion, suspend or terminate Your access to and use of the Your Account or the Services if You are in violation of the terms of these Terms. SalesHQ will notify You of activities that violate these Terms and provide You with a period of thirty (30) days to cure or cease such activities ("Cure Period"). If You do not cure or cease such activities within the said Cure Period or if SalesHQ believes that Your breach of these Terms cannot be cured, Your Account shall be terminated immediately. Further, SalesHQ also reserves the right to terminate Your Account at any time by written notice due to business reasons which shall include discontinuation of the Services.
Notwithstanding anything contained herein, either Party may terminate these Terms with notice if the other Party becomes insolvent, makes or has made an assignment for the benefit of creditors, is the subject of proceedings in voluntary or involuntary bankruptcy instituted on behalf of or against such Party (except for involuntary bankruptcies) which are dismissed within sixty (60) days, or has a receiver or trustee appointed for substantially all of its property.
Following the termination of Your Account either by You or SalesHQ, You may request us to reinstate your Account within thirty (30) days of the effective termination of Your Account ("Data Retention Period"). Beyond the Data Retention Period, SalesHQ reserves the right to delete all the Customer Data in its possession.
Each of the Parties will protect the other's Confidential Information from unauthorized use, access, or disclosure in the same manner as each of the Parties protects its own Confidential Information, and in any event, no less than reasonable care. Except as otherwise expressly permitted under these Terms, each of the Parties may use the other's Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse such Confidential Information. The provisions of this sub-section shall supersede any non-disclosure agreement by and between the Parties entered prior to these Terms that would purport to address the confidentiality of any Confidential Information and such agreement shall have no further force or effect with respect to the Confidential Information.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST SALES, LOST GOODWILL, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY, NEGLIGENCE OR OTHERWISE, EXCEPT PAYMENT OBLIGATIONS OF YOU EVEN IF EITHER PARTY HAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SalesHQ'S AGGREGATE LIABILITY AND THAT OF ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE SERVICES, WILL BE LIMITED TO AN AMOUNT EQUAL TO TWELVE MONTHS OF THE SUBSCRIPTION CHARGES PAID FOR THE SERVICES PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.
You will indemnify and hold SalesHQ harmless against any claim brought by a third party against SalesHQ, and its respective employees, officers, directors, and agents arising from Your acts or omissions in connection with clause 3 of these Terms provided that (a) SalesHQ promptly notifies You of the threat or notice of such a claim, (b) You have or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such claim; and (c) SalesHQ fully cooperates with You in connection therewith. You will have no obligation or liability with respect to any such claim arising out of the gross negligence or wilful misconduct of SalesHQ.
Subject to the Customer's compliance with this Agreement, SalesHQ will indemnify and hold the Customer harmless, from and against any claim brought against the Customer by a third-party alleging that the Services subscribed to infringes or misappropriates such third-party's valid patent, copyright, or trademark (an "IP Claim"). SalesHQ shall, at its expense, defend such IP Claim and pay damages finally awarded against the Customer in connection therewith, including the reasonable fees and expenses of the attorneys, provided that (a) the Customer promptly notifies SalesHQ of the threat or notice of such IP Claim; (b) SalesHQ has or will have the sole and exclusive control and authority to select defense attorneys, defend and/or settle any such IP Claim; and (c) Customer fully cooperates with SalesHQ in connection therewith. SalesHQ will have no liability or obligation with respect to any IP Claim if such claim is caused by (i) compliance with designs, data, instructions, or specifications provided by the Customer; (ii) modification of the Services by anyone other than SalesHQ; or (iii) the combination, operation or use of the Services with other hardware or software where the Services would not by themselves be infringing. If the use of the Services by the Customer has become, or in SalesHQ's opinion is likely to become, the subject of any IP Claim, SalesHQ may at its own option and expense (a) procure for the Customer the right to continue using the Services as set forth hereunder; (b) replace or modify the Services to make it non-infringing; or (c) if options (a) or (b) are not commercially and reasonably practicable as determined by SalesHQ, terminate the Customer's subscription to the Services and repay the Customer, on a pro-rated basis, any Subscription Charges the Customer has previously paid SalesHQ for the corresponding unused portion. This clause states SalesHQ's sole, exclusive and entire liability to the Customer and constitutes the Customer's sole remedy with respect to an IP Claim brought by reason of access to or use of the Services.
Any rights or obligations hereunder may be assigned by SalesHQ without the prior written consent of the other Party. However, You shall not assign any rights or obligations hereunder without the prior written consent of SalesHQ. These Terms bind, and inure to the benefit of, the Parties and their respective successors and permitted assigns.
These Terms together with any supplementary terms, constitute the entire agreement, and supersede any and all prior agreements between You and SalesHQ with regard to the subject matter hereof. These Terms shall prevail over the terms or conditions in any purchase order or other order documentation You or any entity that You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either Party with respect to the subject matter hereof. In case of a conflict between these Terms and an Order Form, these Terms shall prevail. In case of a conflict between two Order Forms, the Order Form later in date shall prevail.
We may amend these Terms from time to time, in which case the new Terms will supersede prior versions. We will notify You of any material revisions not less than ten (10) days prior to the effective date of any amendments to these Terms and Your continued use of the Services following the effective date of any such amendment may be relied upon by Us as Your acceptance of any such amendment. You can review the most current version of the Terms at any time by visiting this page.
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. SalesHQ's non-exercise of any right under any provision of these Terms does not constitute a waiver of that right or provision of these Terms.
The Parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship among the Parties.
All clauses which, by their nature are intended to survive, including without limitation clauses 1 (Definitions), 5 (Intellectual Property Rights), 7 (Charges and Payment), 9 (Confidentiality), 11 (Disclaimer of Warranties), 12 (Limitation of Liability), 13 (Indemnification), 14 (Miscellaneous) shall survive any termination of SalesHQ's agreement with respect to use of the Services by You. Termination shall not limit either Party's liability for obligations accrued as of or prior to such termination or for any breach of these Terms.
All notices to be provided by SalesHQ to You under these Terms may be delivered in writing (i) by a nationally recognized overnight delivery service ("Courier") or to the contact mailing address provided by You on any Order Form while subscribing to the Services; or (ii) electronic mail to the e-mail address provided for Your Account. SalesHQ's address for a notice to SalesHQ in writing by Courier is M-6, Krishna Nagar, Dagania, Raipur, Chhattisgarh, 492001 with a CC to [email protected] for electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
You hereby grant SalesHQ the right to identify Yourself as SalesHQ's customer on SalesHQ's websites and/or marketing collateral and to include Your use of the Services in case studies.
This Agreement shall be governed by the laws of the State of Chhattisgarh, India without regard to its conflict of laws provisions, and the civil courts of Raipur, India have exclusive jurisdiction over any and all disputes that may arise from this Agreement. Any disputes or differences arising under, relating to, or connected with these Terms shall be resolved by mediation first, failing which they shall be resolved by final and binding arbitration administered by the Indian Arbitration Association, in accordance with its commercial arbitration rules for the time being in force. The arbitration shall be presided over by a sole arbitrator appointed mutually by the Parties.