End User License Agreement

Notice to User: Please read the following End User License Agreement (“EULA”) carefully because it will apply to your access to and use of the SalesAccountability® web application (the “App”), and constitute a legally binding agreement between you and Sandler Systems, Inc. (“Sandler”). By downloading the App, you agree to the terms of this EULA. If you do not accept the terms of this EULA, do not access the App.

1. DESCRIPTION OF THE APP. This EULA governs your use of the App, including, without limitation, the use of all content such as text, information, images, and audio.

2. LICENSE GRANT. Subject to the terms of this EULA, Sandler hereby grants to you a limited, nonexclusive, nontransferable license to access and use the App solely for your personal use. You may not rent, lease, sell, sublicense, assign, reverse engineer, disassemble, modify, loan, distribute, export or otherwise transfer, or allow others to use the App, technology or other information, including any printed materials of the same, nor may you create derivative works of or otherwise modify the same. This license will automatically terminate without any refund of your license fee if you do not comply with the terms of this EULA. You may not use, download, or export the App in violation of any applicable laws or regulations. You agree that you will not export or re-export the App in any form in violation of the laws of the United States or any foreign jurisdiction. By using the App, you represent and warrant that you are not (a) a national or resident of any country to which the United States has embargoed goods, or (b) on the United States Treasury Department's list of Specially Designated Nationals or the United States Commerce Department's Table of Denial and Prohibition Orders.

3. ACCESS. In order to use the App, you will need access to the World Wide Web, either directly or through devices that access web-based content, and that such access may not be available if you do not have an internet connection or for other reasons. You acknowledge and agree that by using the internet to use the App, you may incur charges from your wireless carrier, internet service provider or other method of internet access, depending upon your contract or plan with your provider. You acknowledge that payment of any such charges or any service fees associated therewith are solely your responsibility. In addition, you must provide all equipment necessary to make such a connection to the World Wide Web. You agree that your use of the App will be in accordance with all requirements of your wireless carrier, internet service provider or other method of internet access.

4. CONDUCT AND CONTENT. As a condition of your continuing use of the App, you promise that you will not use the App for any purpose that is unlawful or prohibited by this EULA. Any unauthorized use of the App is expressly prohibited, and we reserve the right to delete inappropriate material and to suspend or terminate the license of any person who uses the App for an unauthorized purpose.

You should understand that all messages, data, text, photographs, graphics, and other materials or information transmitted via the App (except information that we post) ("User Content"), are the sole responsibility of the person from which an item of User Content originated. If you upload, post, send a message or otherwise transmit any User Content, you are responsible for its compliance with this EULA. Although we have the right to, we do not screen, edit or control User Content. We do not accept responsibility for the truthfulness, accuracy or suitability of User Content. Under no circumstances will we be liable in any way for any User Content, including errors or omissions in any User Content, or for any loss or damage of any kind incurred as a result of the use of any User Content posted, sent in a message or otherwise transmitted via the App.  

You agree not to use the App to:

1. upload, post, send in a message or otherwise transmit any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise offensive;

2. impersonate any person or entity;

3. disguise the authorship or origin of any User Content you transmit;

4. upload, post, send in a message or otherwise transmit any User Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary information and confidential information);

5. upload, post, send in a message or otherwise transmit any User Content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

6. upload, post, send in a message or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," or any other form of solicitation;

7. upload, post, send in a message or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

8. disrupt the normal flow of dialogue, cause a screen to "scroll" faster than normal, or otherwise act in a manner that negatively affects other users’ ability to engage in orderly exchanges;

9. interfere with or disrupt servers or networks connected to the App;

10. "stalk" or otherwise harass another; or

11. collect, store or share personal information about other users.

We reserve the right, in our sole discretion, to block or remove any objectionable User Content that you transmit or make available via the App. Without limiting the breadth of our right, you are advised that we have the right to remove any User Content that violates this EULA or is otherwise objectionable (in our sole determination).

We store and preserve User Content in accordance with established policy and may disclose it if required by law or in the good faith belief that such disclosure is reasonably necessary (a) to comply with legal process, (b) to enforce this EULA, (c) to respond to claims that any User Content violates the rights of third parties, or (d) to protect the rights, property and personal safety of Sandler, its employees, and its licensed trainers.

We may transmit and store your User Content over various networks, computer servers and other technological means, and we may modify your User Content to conform and adapt it to technical requirements of connecting networks or devices.

We will immediately suspend or terminate the rights of any user license that we believe, in our sole discretion, is being used to disseminate spam or other unsolicited bulk messages. In addition, because damages are difficult to quantify, you agree to immediately pay us liquidated damages of U.S.$5.00 for each piece of spam or unsolicited bulk messages transmitted under, or otherwise associated with, your user license.

5. PRIVACY AND DATA COLLECTION. See the Privacy Policy for SalesAccountability Web App for our practices regarding the collection, use and disclosure of information we collect from you. All information collected or processed via the App is transferred to and stored in the United States and other jurisdictions where Sandler or its franchises, affiliates and service providers operate. If you use the App to collect, store, access, receive, manage, share, transfer, use or otherwise process (collectively, “process”) any personal information of a third party, you are solely responsible for ensuring that such processing complies with applicable privacy, data protection, data security and marketing laws, and other laws applicable to the processing of personal information, including any requirements to provide notice to and obtain consent from such third parties. You will not use the App to collect or otherwise process any personal information that is sensitive or otherwise restricted from being collected or processed.

You represent and warrant that (i) you will comply with all applicable privacy, data protection, data security and marketing laws, and any other laws applicable to the processing of personal information; (ii) to the extent you provide us personal information of another person, you represent and warrant that you have permission to do so and have provided any required notice and obtained any required consent to do so; and (iii) to the extent you process any personal information received through the App, you are authorized to do so and you will only process such information within the scope of your authority, in compliance with applicable laws, and subject to any required data subject notice and consent, and other data subject rights. If you are accepting these Terms and Conditions on behalf of your company or in your capacity as a representative of your company, you represent and warrant that you have the full authority to do so and to bind your company to these Terms and Conditions.

6. DATA TRANSFER. Sandler Systems, Inc. is a U.S. company, and the systems and servers used to provide the App are located in the United States, which may not have equivalent data protection laws as your home jurisdiction. We have instituted policies and procedures to safeguard your personal information that is transferred to the United States. When you use the App, the personal information we collect from you will be transferred to Sandler in the United States for the purposes described in our Privacy Policy. As discussed in this Privacy Policy, we may make your personal information available to our trainers, franchisees, and service providers located in the United States and other jurisdictions where we operate. In accordance with our legal obligations and subject to a lawful request, we may disclose your personal information to public authorities for law enforcement or national security purposes.

EU Users. For users located in the EU, you acknowledge that your personal data is transferred to the United States and other jurisdictions as set out above, and that such transfer is necessary for the performance of our contractual obligations to our customers and users of the App.

Non-EU Users. If you are located outside the EU, you expressly consent to the transfer of personal information to Sandler in the United States, which may not provide equivalent levels of data protection as your home jurisdiction. If you do not consent to the transfer of your personal information, we will not be able to provide the App to you. You may withdraw your consent to further transfers at any time by emailing us at legal@sandler.com; to accommodate your request we will terminate your account.   

7. SURVIVAL. The provisions of Sections 5, 6, 7, 8, 9, 10, 11, 12, 14, 15, 16, 17 and 18 shall survive any termination or expiration of these Terms and Conditions.

8. CHANGES. Sandler may choose to provide updates to this App from time to time in its sole discretion. To the extent that you choose to download or use any such updates to this App, you acknowledge that you will be bound by the version of this EULA which is applicable as of the time you download and use any such update to the App.

9. LINKS. In this App, Sandler may provide, or third parties may provide, links to other World Wide Web sites or resources (each a "Linked Site"). Sandler does not endorse and is not responsible for any data, software or other content available from non-Sandler sites or resources and you acknowledge and agree that Sandler shall not be liable, directly or indirectly, for any damage or loss relating to your use of or reliance on such data, software or other content. You are responsible for viewing and abiding by the privacy statements and terms of use posted at a Linked Site. YOU AGREE THAT SANDLER HAS NO RESPONSIBILITY FOR ANY INFORMATION, SOFTWARE, OR MATERIALS FOUND AT ANY LINKED SITE.

10. DISCLAIMER OF WARRANTIES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

1. YOUR USE OF THE APP IS AT YOUR SOLE RISK. THE APP IS PROVIDED ON AN "AS-IS" AND "AS AVAILABLE" BASIS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

2. WE MAKE NO WARRANTY THAT (i) THE APP WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (ii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APP WILL BE ACCURATE OR RELIABLE, OR (iii) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

11. LIMITATION OF LIABILITY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT NEITHER WE NOR OUR OFFICERS, DIRECTORS, EMPLOYEES, LICENSED TRAINERS, AFFILIATES, CONTRACTORS, VENDORS OR LICENSORS SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (i) YOUR USE OF OR INABILITY TO USE THE APP; (ii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS, DATA OR OTHER USER CONTENT; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE APP; OR (iv) ANY OTHER MATTER RELATING TO THE APP.

 

12. INDEMNIFICATION. You agree to indemnify, defend and hold harmless Sandler, its affiliates, officers, directors, employees and suppliers from any claim or demand, including reasonable attorneys' fees, made by any third party due to or allegedly arising out of your use of the App, User Content, breach of this EULA, or violation of any rights of another.

13. TERMINATION. Your rights under this license will terminate automatically without notice from Sandler and without refund of your license fee if you fail to comply with any term(s) of this EULA.

14. PROPRIETARY RIGHTS. You acknowledge that (a) the App contains proprietary and confidential information that is protected by applicable intellectual property and other laws, and (b) Sandler and/or third parties own and retain all right, title and interest in and to the App and software provided through or in conjunction with the App, including without limitation all Intellectual Property Rights therein and thereto. "Intellectual Property Rights" means any and all rights existing from time to time under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide. You agree that you will not, and will not allow any third party to, (i) copy, sell, license, distribute, transfer, modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code or algorithms from the App, unless otherwise permitted, (ii) take any action to circumvent or defeat the security or content usage rules provided, deployed or enforced by any functionality (including without limitation digital rights management functionality) contained in the App, (iii) use the App to access, copy, transfer, transcode or retransmit content in violation of any law or third party rights, or (iv) remove, obscure, or alter Sandler’s or any third party's copyright notices, trademarks, or other proprietary rights notices affixed to or contained within or accessed in conjunction with or through the App. Ownership of all trademarks and the goodwill associated therewith remains with Sandler.

15. PROHIBITED USES OF APP. You agree not to resell the App or use of or access to the App. You agree not to reverse engineer, decompile, disassemble or otherwise attempt to discern the source code of the components of the App.

16. ASSIGNMENT. You may not assign or transfer your rights under this EULA without the prior written consent of Sandler. Sandler may assign all rights and liabilities under this EULA to a subsidiary, affiliate or successor to all or a substantial part of its business and assets without your consent. Subject to the foregoing, this EULA will inure to the benefit of and be binding upon the successors and permitted assigns of the parties. Any assignment contrary to this section shall be null and void.

17. CUSTOMER AGREEMENT. You hereby represent and warrant that you are legally bound by this EULA when you access or use the App.

18. GENERAL. This EULA constitutes the entire agreement between you and us relating to your use of the App and governs your use of the App, superseding any prior agreements between you and us, or you and our licensed trainer(s). You also may be subject to additional terms and conditions that may apply when you use affiliate services, third-party content or third-party software. This EULA and the relationship between you and us shall be governed by the laws of the State of Maryland, U.S.A. without regard to its conflict of law provisions. You and we agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within or applicable to Baltimore County, Maryland, U.S.A. Regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the App or this EULA must be filed within one year after such claim of action arose or be forever barred.

Any unauthorized access, modification or change of any information, or any interference with the availability of or access to the App is strictly prohibited. We reserve all legal rights and remedies available to us and this disclaimer shall in no way be deemed a limitation or waiver of any other rights we may have.

Our failure to exercise or enforce any right or provision of this EULA shall not constitute a waiver of such right or provision. If any provision of this EULA is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this EULA remains in full force and effect. The Section titles in this EULA are for convenience only and have no legal or contractual effect.

19. SYSTEM ADMINISTRATOR. Please report any violations of this EULA to the system administrator:

General Counsel
Sandler Systems, Inc.
300 Red Brook Boulevard, Suite 400
Owings Mills, MD 21117, U.S.A.
Phone Number: (410) 559-2020
Fax Number: (410) 653-6467
Email: legal@sandler.com