The following User Agreement (the "User Agreement") for SalesPositive, LLC., its subsidiaries and affiliates, (collectively "SalesPositive"), describes the terms on which you may access and use our services.
Nothing in this User Agreement shall be deemed to confer any third-party rights or benefits. If you do not agree to be bound by the terms of this User Agreement, you may not use nor access our services.
We reserve the right to modify this User Agreement at any time, and without prior notice, by posting amended terms on this website. Your continued use of the SalesPositive Service indicates your acceptance of the amended User Agreement.
Definitions and Interpretation
- Client – Means a user that signs up for an Advertiser Profile, an “Client”
- Online Advertisement – Means any ad promoting the products and/or services of the Client. May be in several forms including, but not limited to: banner ads, text ads, pre-roll video ads, contextual ads, email, lead generation pages or social media.
- SalesPositive Account – means the creation of one or more user accounts on the SalesPositive platform.
- SalesPositive Network – means a network of publishers, ad networks, ad exchanges and any combination thereof which SalesPositive uses for the display of online advertisements.
- SalesPositive Technology – Means technology that allows SalesPositive to execute the desired actions relating to the fulfilment of the Client provided Online Advertisements.
- Client’s Content – Means images, graphics, text, data, link or other objects supplied by the Client to SalesPositive for inclusion in the Online Advertisments.
- SalesPositive Platform – Means the SalesPositive website and all the tools and capabilities the Client has access to including: creating, launching, monitoring, pausing, stopping, targeting and reporting a campaign.
- Insertion Order – Means each service ordered by the Client (that was not launched by the Client themselves using the SalesPositive Platform) indicates the type of service chosen, the duration of the service, the budget, the price and any other particular condition.
Setting up the Service
The Client acknowledges and accepts the technical requirements and he specificity of the service prior to accepting the User Agreement. The Client commits to implement (and continually comply with) the technical requirements for use of the SalesPositive Technology. In case of delay in these operations due to the Client, SalesPositive does not warrant the dates stated in the Insertion Order. Client shall not modify or attempt to modify the codes or any other program of the SalesPositive Technology.
Display of the Online Advertisements
The Client acknowledges and accepts that the Online Advertisements are displayed on websites (accessialbe on any supported web browser) in accordance with the results of the SalesPositive Technology and that SalesPositive has an absolute discretion as to where, and frequency the Online Advertisements will be displayed within the SalesPositive Network.
SalesPositive reserves the right to make changes to the SalesPositive Technology without notice or compensation to the Client and for any reason to cease the display of Online Advertisements. SalesPositive uses best efforts not to display Online Advertisements on websites that are of pornographic, defamatory, obscene or illegal nature, and in the event Client notifies SalesPositive in writing that the Online Advertisements are being displayed on such website, SalesPositive will promptly remove the Online Advertisements.
Client Adjustments, Measurements and Performance
SalesPositive measures, through its servers, the number of impressions and/or clicks and/or opens and/or other indicators necessary for calculating the charges under this Agreement. Though an online interface, Client may access those statistics on a daily basis. The statistics are updated within a maximum delay of 48-hours. To access these measurements, SalesPositive grants the Client access to the SalesPositive Platform. The Client chooses its password and ID that are personal and confidential. The Client is responsible for the safeguard, use and storage of its password and ID. Any loss or involuntary disclosure must be immediately notified in writing to SalesPositive.
The SalesPositive Platform provides the Client with a great deal of transparency and control into making adjustments to their account and campaigns. Any modifications the Client makes in setting up, budget adjustment, launching, pausing or stopping a campaign are the sole responsibility for the Client. Any charges or costs that are a result of changes made by the Client will be included in the Client's regular bill and/or invoice from SalesPositive.
Client assumes any and all liability relating to the setup, management, and activitity of any campaigns within the SalesPositive Platform, whether intentional or unintentional, and holds SalesPositive and its affiliates harmless.
Invoicing and Payment
Setting up an Account with SalesPositive is free of charge. SalesPositive has no required minimum spend for the use of the SalesPositive Technology, though more advanced products may come with additional costs and minimums as set forth within the SalesPositive Pricing page.
All charges and invoices will be based on SalesPositive’s measurements and tracking and not based upon those of Client or any other party. For accounts that have been setup using a credit card, SalesPositive pre-charges the Client on a weekly basis for the weekly budget costs (determined or set by the Client). Prior to the start of a new week, SalesPositive will charge the Clients credit card for the amount necessary in order to begin the week with a balance equal to the desired weekly campaign spend. Should a Client pause a campaign or choose to close their account with SalesPositive, the client may request a refund of any unused funds residing within the account that remains after the campaign is paused. Requests for such funds must be made within 90-days of the pausing or closing of an account with SalesPositive to be eligible for refund. SalesPositive will credit or refund any amounts remaining on deposit if Client has met all commitments under this Agreement including complete payment for all Services.
For Clients that have utilized an Insertion Order with SalesPositive, SalesPositive shall send the Client invoices reflecting the amount owed by the Client to SalesPositive. The Client acknowledges and accepts that SalesPositive does not guarantee the budget set up in the Insertion Order will be reached. The Client shall pay the amounts set out in the invoices within 30-days of the date of the invoice. All payments to SalesPositive shall be made in United States Dollars and are quoted exclusive or any value added tax, which shall be payable at the time and in the manner required by law. SalesPositive shall be entitled to charge interest on overdue amounts, from the due date up to the date of actual payment, at the annual rate of 12%, whether before or after any judgment. Any claim on the invoice can only be raised within one month of receipt.
Neither Party shall acquire any intellectual property right as a result of the Online Advertisements and each Party remains sole owner of the intellectual property rights it owned prior to the conclusion of the Agreement. SalesPositive is sole owner of the data collected from the Online Advertisementsas a result of its Technology. The Client acknowledges that SalesPositive has the right to use and disclose data derived from Client's use of the SalesPositive Service (i) as part of its business operations, as long as the use/disclosure of the aggregated data do not individually identify the Client and/or users, (ii) to operate, manage, test, maintain and enhance the SalesPositive Service, SalesPositive Technology and other SalesPositive products, programs and/or services, and (iii) if required by court order or law. For the whole duration of the Agreement, the Client grants SalesPositive a worldwide, royalty-free, transferable license to use, reproduce and represent the Client trademarks and logos, to display, reproduce, represent the Client Content and any other creative elements of the Online Advertisement (i) on all supports of the SalesPositive Network, (ii) on all documentation promoting the SalesPositive service. SalesPositive shall seek prior authorization from the Client for any press release.
SalesPositive gives no warranty or condition, express or implied, with respect to any matter and, in particular, but without limitation, expressly disclaims any warranties or conditions of non-infringement or the quality or fitness for any particular purpose of the SalesPositive Technology, the SalesPositive Network or any service provided under this Agreement. The Client warrants and represents to SalesPositive that: (i) it has the right, power and authority to enter into this agreement and perform its obligations as set out herein; (ii) it has the right to provide the Client Content of the Online Advertisement to SalesPositive for publication, without infringing any rights of any third party including, without limitation, intellectual property rights; (iii) the Client Content complies with the Interactive Advertising Bureau Guidelines Standards & Best Practices and all other applicable law, guidelines and industry codes of practice and any other regulations or statutes which may apply; (iv) the Client Content complies at all times with all applicable laws, statutes, statutory instruments, contracts, or regulations, advertising and marketing codes of practice in any of the jurisdictions where the banner is displayed; (v) the Client Content does not give access via hyperlinks to any website containing material that is obscene, defamatory or contrary to any applicable law or regulation; The Client shall defend, indemnify, and hold SalesPositive harmless from and against any suit, proceeding, assertions, damage (direct or indirect), cost, liability, and expenses (including court costs and legal fees), incurred as a result of any breach of this clause or of any claim which if true would be a breach of clause.
SalesPositive shall not be liable for any special, indirect, incidental, consequential, punitive or exemplary damages in connection with this Agreement, even if the Client has been advised of the possibility of such damages. SalesPositive shall have no liability, for any failure or delay resulting from any event beyond the reasonable control of SalesPositive including without limitation fire, flood, insurrection, war, terrorism, earthquake, power failure, riot, explosion, embargo. To the maximum extent permitted by the law, SalesPositive's liability under these Terms, for whatever cause, whether in contract or in tort, or otherwise, will be limited to general money damages and shall not exceed the amount corresponding to the last month invoiced to the Client.
Term and Termination
This Agreement shall apply as from the date of the creation of an SalesPositive Account and shall expire i) upon the cancellation of the Clients SalesPositive account either at the clients request or by SalesPositive ii) on the date on which the total amount which the Client will pay to SalesPositive for the SalesPositive Technology as stated in an Insertion Order is exhausted. The Client may terminate the agreement with immediate effect by written notice to SalesPositive: (i) if the other commits a material breach of any of its obligations under this agreement and in the case of a remediable breach, fails to remedy it within seven (7) days of the date of receipt of notice from the other specifying the breach and requiring it to be remedied; or (ii) on the occurrence of a Force Majeure Event that has continued for a minimum period of two months. SalesPositive reserves the right to terminate the agreement with immediate effect at any time and for any reason. Expiration or termination (for any reason) of this Agreement shall not affect any accrued rights or liabilities which either party may then have nor shall it affect any clause which is expressly or by implication intended to continue in force after expiration or termination.
Each party undertakes that it will not at any time hereafter divulge or communicate to any person, except its professional representatives or advisers or as may be required by law or any legal or regulatory authority, the terms and conditions of his contract or any confidential information concerning the business.
The Client shall not without SalesPositive's prior written consent assign at law or in equity, sub-license or deal in any other manner with this contract or any rights under this contract, or sub-contract any or all of its obligations under this contract or purport to do any of the same.
This User Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to conflict of laws principles.
- - This Agreement may be amended only by a written agreement executed by an authorized representative of each party.
- - The parties acknowledge and accept that electronic format shall be deemed an acceptable means of communication for the execution or sending of an Insertion Order or to modify the terms of an Insertion Order including its renewal.
- - This Agreement constitutes the complete and entire agreement between the parties and shall supersede any and all other prior understandings, commitments, representations or agreements, whether written or oral, between the parties.
- - If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or enforceability shall no effect the other provisions of this agreement which shall remain in full force an effect.
- - In no event will any delay, failure or omission (in whole or in part) in enforcing, exercising or pursuing any right, power, privilege, claim or remedy conferred by or arising under this agreement or by law, be deemed to be or construed as a waiver of that or any other right, so as to bar the enforcement of that, or any other right, power privilege, claim or remedy, in any other instance at any time or times subsequently.
SalesPositive, SalesPositive.com, the SalesPositive logo, and other SalesPositive logos and names are trademarks of SalesPositive, LLC. You agree not to display or use these trademarks in any manner without SalesPositive's prior, written permission. The section titles of this User Agreement are displayed for convenience only and have no legal effect. Please send any questions or comments, or report violations of this User Agreement to:
1080 Indiantown Rd, 202F
Jupiter, FL 33458
This User Agreement constitutes the entire agreement between you and SalesPositive and governs your use of the SalesPositive Service, superseding any prior agreements between you and SalesPositive.