SalesImpaq Inc. Privacy and User Agreements

Thank you for your consideration and / or use of the SalesImpaq Inc. (SalesImpaq or Company) product and services.  These agreements are the terms on which you may access information, and how you may use the SalesImpaq product,  services, and partner product and services.  It is required that all users thoroughly review and examine all terms and conditions within this agreement.  The SalesImpaq user agreement is the master agreement in case of any conflict between the user agreement and any other agreement.  Nothing in this agreement implies or confirms any third party rights or benefits.  You are bound to the terms of this agreement and if you do not agree to the terms in this agreement, please do not use or access SalesImpaq’s products or services.

SalesImpaq reserves the right to change, modify, and update this agreement at any time without prior notification by posting new and amended terms on the SalesImpaq website.  Your use of the SalesImpaq product and services demonstrates your acceptance of any amended terms within the SalesImpaq User Agreement.  SalesImpaq makes no implied or expressed guarantees that by becoming a user of SalesImpaq product and services will increase your personal or professional sales success, or increase your sales effectiveness.

Description of Service

SalesImpaq CRM is a desktop application and service that provides product and services enabling salespeople and small business owners to accelerate sales and revenue.  SalesImpaq CRM provides desktop software utilized by MS Outlook users to provide contact & opportunity management, and commission tracking with reporting.  The SalesImpaq service is an opt-in service with 6-months of free use that requires registration data and some personal information for validation.  SalesImpaq will also partner with third parties who may require additional information from SalesImpaq users.

Collection and Use of Information

You must complete a user profile in its entirety to become a SalesImpaq CRM user.  SalesImpaq treats all of your information with the highest level of care for your privacy and security.  SalesImpaq Inc. does not sell, trade, or otherwise disclose customer data to unaffiliated third parties without your written permission.  SalesImpaq reserves the right to re-format and re-purpose any data submitted by you.  You also grant SalesImpaq Inc. a royalty-free, perpetual, and irrevocable license to the data for the operation of the website.

Membership Eligibility

The SalesImpaq service is for adults, 21-years of age or older, and is not available to minors.  Members may not have more than one free active account and may not trade, sell, or barter information gained from utilizing the SalesImpaq service.  Members may be removed from the SalesImpaq service for any reason with or without cause, at any time, and without notice from SalesImpaq management.

SalesImpaq Partnership terms with Hoover’s, a D&B Company

REPRESENTATIONS; INDEMNIFICATION; EXCLUSION OF WARRANTIES; LIMITATIONS OF LIABILITY

(a)          User Representations and Warranties.  SalesImpaq CRM product user represents and warrants to HOOVER’S that (i) it has the right and power to enter into this Agreement and that there is no outstanding contract, commitment or legal impediment which may limit, restrict or impair its ability to perform its obligations hereunder, (ii) SalesImpaq CRM product user shall not cause any reformatting or transmission errors in connection with Licensed Content which result in the violation of any private, civil or property right, or the right of privacy, of any person, firm or corporation, (iii) the Internet-based access and all of its component parts, including all software and hardware, do not violate any intellectual property right or other right of any third party, and (iv) its use of any Licensed Content shall in all cases comply with all applicable federal, state and local laws and regulations, including those laws and regulations regarding telemarketing, customer solicitation (including fax and/or e-mail solicitation), data protection and privacy.

(b)          Indemnification.  SalesImpaq CRM product user shall indemnify, defend and hold harmless HOOVERS from and against any losses, claims, suits, costs and/or expenses of any kind, including attorney’s fees resulting from (a) the breach of any warranty or representation by COMPANY, (b) the use by any Customer of COMPANY’S products or services notwithstanding such products or services having included or merged Licensed Content, and (c) the failure by COMPANY to obtain a written agreement with each Customer which incorporates the End-User Agreement.

(c)          SalesImpaq CRM product user Acknowledgements. SALESIMPAQ CRM PRODUCT USER ACKNOWLEDGES THE FEES TO BE PAID TO SALESIMPAQ INC. FOR THE LICENSED CONTENT (i) WILL IN MOST INSTANCES REPRESENT A SMALL PORTION OF CUSTOMERS’ OVERALL COSTS OF THE PROJECT, TASK OR FUNCTION FOR WHICH THE LICENSED CONTENT WILL BE USED, AND (ii) ARE BASED, IN PART, UPON THE EXPECTATION THAT THE RISK OF ANY LOSS OR INJURY THAT MIGHT BE INCURRED BY COMPANY OR CUSTOMERS IN RELIANCE UPON THE LICENSED CONTENT WILL BE BORNE BY COMPANY OR CUSTOMERS, AS APPLICABLE.  SALESIMPAQ CRM PRODUCT USER ALSO ACKNOWLEDGES THAT THE TYPE OF LICENSED CONTENT TO BE PROVIDED BY HOOVER’S WILL CONTAIN A DEGREE OF ERROR.

(d)          HOOVER‘S Disclaimer of Warranty.  THE LICENSED CONTENT PROVIDED HEREUNDER IS PROVIDED ON AN AS-IS, AS-AVAILABLE BASIS AND HOOVER’S DOES NOT MAKE AND HEREBY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED CONTENT, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE LICENSED CONTENT OR OF THE MEDIA ON WHICH THE LICENSED CONTENT IS PROVIDED.

(e)          Limitation of Liability.  HOOVER’S SHALL NOT BE LIABLE TO SALESIMPAQ CRM PRODUCT USER, , NOR SHALL EITHER HOOVER’S OR SALESIMPAQ BE LIABLE TO ANY PERSON CLAIMING THROUGH SALESIMPAQ OR TO HOOVER’S OR TO WHOM COMPANY MAY HAVE PROVIDED THE LICENSED CONTENT FOR ANY LOSS OR INJURY ARISING OUT OF OR CAUSED, IN WHOLE OR IN PART, BY HOOVER’S ACTS OR OMISSIONS (INCLUDING NEGLIGENCE) IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE LICENSED CONTENT OR IN OTHERWISE PERFORMING ITS OBLIGATIONS UNDER THIS AGREEMENT.  IF, FOR ANY REASON THE PRIOR SENTENCE IS HELD TO BE INOPERATIVE, UNENFORCEABLE OR INVALID THEN COMPANY AGREES THAT HOOVER’S AGGREGATE LIABILITY, IF ANY, FOR ANY AND ALL LOSSES OR INJURIES ARISING OUT OF ANY ACTS OR OMISSIONS OF HOOVER’S IN CONNECTION WITH ANYTHING TO BE DONE OR ANY LICENSED CONTENT TO BE FURNISHED HEREUNDER, REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED ONE DOLLAR ($1.00) AND SALESIMPAQ CRM PRODUCT USER COVENANTS AND PROMISES THAT IT WILL NOT SUE HOOVER’S OR SALESIMPAQ INC. FOR AN AMOUNT GREATER THAN SUCH SUM AND THAT IT WILL NOT SEEK PUNITIVE DAMAGES IN ANY SUIT AGAINST HOOVER’S OR SALESIMPAQ INC..  THE SALESIMPAQ CRM PRODUCT USER ALSO AGREES THAT HOOVER’S AND SALESIMPAQ INC. WILL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(f)           Third Party Information Providers. The Licensed Content provided under this Agreement is compiled by HOOVER’S from a variety of public and private sources and is licensed by HOOVER’S to SALESIMPAQ CRM PRODUCT USER THROUGH SALESIMPAQ INC. on an as-available basis.  HOOVER’S gives no assurance that it will be able to maintain the availability of all third party data sourcing relationships during the entire term of this Agreement.  Third parties that provide information to HOOVER’S for use in providing the Licensed Content are intended third party beneficiaries

MISCELLANEOUS

(a)          Notices. All notices, requests and other communications hereunder shall be in writing and shall be delivered in person or sent by certified mail, return receipt requested, overnight courier service, or by telefax and sent to the address of the party set forth on the first page of this Agreement, or to such other addresses as may be stipulated in writing by the parties pursuant hereto. Unless otherwise provided, notice shall be effective on the date it is officially recorded as delivered by return receipt or equivalent or by telefax confirmation date.

(b)          Amendment. No waiver or amendment of this Agreement or any Exhibit shall be binding on either party unless it is in writing and is signed by an authorized official of HOOVER’S and SALESIMPAQ INC..

(c)           Assignment. This Agreement binds and inures to the benefit of both parties and their respective successors and permitted assigns.  SALESIMPAQ INC. may not assign this Agreement without  the prior written consent of HOOVER’S; however HOOVER’S may assign the Agreement (i) to an affiliate controlled by, controlling or under common control with HOOVER’S, or (ii) in connection with a merger or consolidation (so long as the assignment is to the newly merged or consolidated entity) or the sale of substantially all of its assets (so long as the assignment is to the acquirer of such assets).

(d)          Headings. The headings of sections and paragraphs herein are included for convenience of reference only and shall not control the meaning or interpretation of any of the provisions of this Agreement.

(e)          Survival of Certain Provisions. Notwithstanding the termination or expiration of this Agreement, the representations and warranties of the parties hereto and the rights and obligations in the sections pertaining to confidentiality, copyright protection, indemnification, record keeping requirements and of this Paragraph shall survive and continue and shall bind the parties and their legal representatives, successors and permitted assigns. Early termination of this Agreement shall not affect any obligations that have already accrued prior to such termination which shall be determined and paid as provided pursuant to ALL Paragraphs above.

(f)           Waiver. The failure of either party at any time to require performance by the other party of any provision hereof shall in no way affect the right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any succeeding breach of such provision or as a waiver of the provision itself.

(g)          Severability. If any provision of this Agreement or any Exhibit or the application thereof to any person or circumstance shall be to any extent held invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement or any Exhibit, or the application of such provision to persons or circumstances as to which it is not held to be invalid or unenforceable, shall not be affected thereby, and each provision shall be valid and be enforced to the fullest extent permitted by law.

(h)          Force Majeure.  Performance by either party under this Agreement shall be subject to and shall be excused to the extent that it shall be rendered impracticable or impossible by reason of fire, flood, accident, storm, war, riot, government interference, rationing, allocation, embargo, export and import control, currency control, strike, walkout, and other such occurrences, in each case subject to their being beyond the reasonable control of each party.

(i)            Entire Agreement. This Agreement, together with any Exhibit(s) attached hereto, constitutes the entire and only agreement between SALESIMPAQ CRM PRODUCT USER, SALESIMPAQ INC. and HOOVER’S regarding the subject matter hereof, and there are merged herein all prior and collateral representations, warranties, promises and conditions.  Any representation, warranty, promise, guarantee or condition not incorporated herein shall not be binding upon the parties unless in writing signed by an authorized official of HOOVER’S and COMPANY.  In the event of a conflict between the terms and conditions of the Agreement and the terms and conditions of any Exhibit, the terms and conditions of this Agreement shall control.

(j)           Relationship of Parties.  HOOVER’S and SALESIMPAQ INC. are independent contractors and neither HOOVER’S nor SALESIMPAQ INC. shall represent to any third party that it is the agent or representative of the other.  Neither party shall incur any obligation or liability in the name of or in behalf of the other party and each party shall have full responsibility for all its expenses of operation and for all obligations with respect to its employees, agents, or representatives.

(k)          Non-Exclusive Distributor.  This Agreement is non-exclusive.  Nothing herein will be deemed to limit or restrict the right of either party to independently develop or otherwise acquire for use, for itself and others, and to make available for access by its service subscribers, without obligation to the other party, products or services offerings similar in design, function, or performance, to the other party’s service.

HOOVER‘S END USER AGREEMENT

1.            You acknowledge that all information (the “Information”) furnished to you by Hoover’s, Inc. is licensed for the exclusive use of End-Users.  Regardless of the form or format in which the Information is furnished, none of the Information may be made available in whole or in part to any third party. You agree that the Information will not be reproduced, revealed or made available to anyone else, it being understood that the Information is licensed for your internal use only, except that you may make one copy solely for backup purposes.  You agree that you will use the Information solely as one factor in your credit, insurance, marketing or other business decisions and you are expressly prohibited from using the Information as a factor in establishing an individual’s eligibility for (i) credit or insurance to be used primarily for personal, family or household purposes, or (ii) employment.  You agree not to use the Information to engage in unfair or deceptive practices.

2.            Information furnished hereunder may be used throughout the term of this agreement.  Upon expiration or termination the license period, you shall immediately destroy all originals and copies of any HOOVER’S Information, unless you are otherwise instructed by HOOVER’S or SALESIMPAQ INC.; and upon request, provide HOOVER’S or SALESIMPAQ INC. with certification thereof. You represent and warrant that your use of any Information shall in all cases comply with all applicable federal, state and local laws and regulations.

3.            You agree to indemnify, defend and hold harmless HOOVER’S and SALESIMPAQ INC. from any claim or cause of action against HOOVER’S arising out of or relating to use of the Information by (i) individuals or entities which have not been authorized by this Agreement to have access to and/or use the Information and (ii) you, which use may be in violation of your license.

4.            YOU ACKNOWLEDGE THAT HOOVER’S, SALESIMPAQ INC. AND ITS THIRD PARTY INFORMATION PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY, COMPLETENESS, TIMELINESS, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE INFORMATION OR OF THE MEDIA ON WHICH THE INFORMATION IS PROVIDED. YOU ALSO ACKNOWLEDGE THAT EVERY BUSINESS DECISION INVOLVES THE ASSUMPTION OF A RISK AND THAT HOOVER’S, IN FURNISHING THE INFORMATION TO YOU, DOES NOT AND WILL NOT UNDERWRITE THAT RISK, IN ANY MANNER WHATSOEVER. YOU THEREFORE AGREE THAT HOOVER’S AND ITS THIRD PARTY INFORMATION PROVIDERS WILL NOT BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY HOOVER’S NEGLIGENT ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE INFORMATION.

5.            YOU AGREE THAT HOOVER’S, SALESIMPAQ INC. AND ITS THIRD PARTY INFORMATION PROVIDERS WILL NEVER BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR OTHER INDIRECT DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU ALSO AGREE THAT HOOVER’S, SALESIMPAQ INC. AND ITS THIRD PARTY INFORMATION PROVIDERS’ AGGREGATE LIABILITY, IF ANY, FOR ANY AND ALL LOSSES, DAMAGES OR INJURIES WHICH YOU SUFFER OR INCUR ARISING OUT OF ANY ACTS OR OMISSIONS OF HOOVER’S AND SALESIMPAQ INC. IN CONNECTION WITH ANYTHING TO BE DONE OR FURNISHED HEREUNDER, REGARDLESS OF THE CAUSE OF THE LOSS, DAMAGE OR INJURY (INCLUDING NEGLIGENCE) AND REGARDLESS OF THE NATURE OF THE LEGAL OR EQUITABLE RIGHT CLAIMED TO HAVE BEEN VIOLATED, SHALL NEVER EXCEED $1.00 AND YOU COVENANT AND PROMISE THAT YOU WILL NOT SUE HOOVER’S OR SALESIMPAQ INC. FOR A GREATER AMOUNT.  YOU ALSO AGREE TO GIVE HOOVER’S AND SALESIMPAQ INC. IMMEDIATE WRITTEN NOTICE OF ALL ACTIONS, CLAIMS, LOSSES OR DAMAGES ARISING OUT OF THE USE OF THE INFORMATION.

6.            You acknowledge and agree that the copyright to the Information is and shall remain with HOOVER’S. You acknowledge that the Information, regardless of form or format, is proprietary to HOOVER’S and comprises: (a) works of original authorship, including compiled information containing HOOVER’S selection, arrangement and coordination and expression of such information or pre-existing material it has created, gathered or assembled; (b) confidential and trade secret information; and (c) information that has been created, developed and maintained by HOOVER’S at great expense of time and money, such that misappropriation or unauthorized use by others for commercial gain would unfairly and irreparably harm HOOVER’S. You agree that you will not commit or permit any act or omission by your agents, employees or any third party that would impair HOOVER’S copyright or other proprietary and intellectual property rights in the Information. You agree to notify HOOVER’S immediately upon obtaining any information regarding a threatened or actual infringement of HOOVER’S rights.  You also agree that you will not use any HOOVER’S trade name, trademark, service mark, logo or copyrighted materials in listings or advertising in any manner without the prior written approval of HOOVER’S.  You shall reproduce HOOVER’S copyright notice and proprietary rights legend on all authorized copies of such Information.

7.            These Terms of Agreement are in addition to those found in any SALESIMPAQ INC. service agreement and HOOVER’S is a third party beneficiary hereof.  You agree that HOOVER’S may, in its own name or in SALESIMPAQ INC. name, enforce this Agreement against you; provided, however, that you agree that you will look only to SALESIMPAQ INC. and not to HOOVER’S for performance by SALESIMPAQ CRM PRODUCT USER of its obligations hereunder.   If there is a conflict between these Terms of Agreement and those found in any such service agreement, then these Terms of Agreement will apply.  This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, United States of America, without giving effect to its conflicts of laws provisions.  Any disputes arising hereunder will be brought in state or federal court located in Austin, Texas or Las Vegas, NV.

EU Safe Harbor

As set forth by the Unites States Department of Commerce, SalesImpaq Inc. abides by the Safe Harbor principals and framework for the collection, use, and retention of data from the European Union.

Use of Service

The User Agreement governs your personal use of the SalesImpaq CRM application and services for our worldwide users.  All members are responsible for maintaining, securing, and protecting your individual password and account information.  You are personally responsible for insuring your information is not breached by a third party using your account and password information and are not sharing your account with a third party.  SalesImpaq Inc., its’ management, employees, and partners shall not be liable to you or any third-parties with you removing any liability. By accepting this user agreement, you also agree to indemnify and provide “hold-harmless” status to SalesImpaq Inc., its’ management, employees, share holders, officers, partners, and affiliates directly or indirectly.  SalesImpaq has the right to monitor member activity and content associated with the product and services we provide.

Availability of Service

SalesImpaq makes no warranty, uptime claims, security, errorless access, availability of the SalesImpaq products and services or its’ effectiveness.  SalesImpaq’s best efforts will be afforded you  to provide a  consistent and reliable service but cannot guarantee  or warrantee our effectiveness.  If you are not satisfied with our service, you may terminate your membership at any time.

Members Behavior and Conduct

SalesImpaq’s expectation is you will conduct your self in a professional manner insuring you will not:

1.       Make false claims of any kind including who you are, education and degrees earned, colleges attended, employment history, salary earned, job title, length of employment.

2.       Upload, email, distribute, or post content that is not truthful and for the benefit of the members.

3.       Harass or stalk anyone or use information from the site to track someone.

4.       Interfere with the operation of the SalesImpaq website, our partners and affiliate websites.

5.       Knowingly introduce or activate a virus, Trojan, or anything else that could harm or disrupt the operation of SalesImpaq Inc., our services and products.

6.       Use any technology to “spider” or “crawl” the SalesImpaq website.

7.       Place an unreasonable of data to disrupt the operation of the website.

8.       Attempt to gain access to other member’s data.

9.       Use abusive, rude or offensive language; sexual, racial, religious or non-religious comments and on bulletin boards, chat rooms, and blog postings on the SalesImpaq website.

Sweepstakes and Contests

SalesImpaq may or may not offer SalesImpaq members the opportunity to enter a sweepstakes or contest.  Members will need to provide additional information through an on-line or survey registration process.  Sweepstakes and Contests information may be shared with third party affiliates and sweepstake administrators.

Communication from SalesImpaq

SalesImpaq will most likely need to communicate with you directly via email or mobile phone.  You agree to accept email and or mobile phone calls if needed for the operation of the SalesImpaq service and confirmation for the accuracy of your information you provided SalesImpaq.  SalesImpaq may or may not use action tags, cookies or web beacons to learn more about your visit in order to provide future products and services to SalesImpaq.  SalesImpaq CRM is an opt-in service.

Your IP Address

The eCommerce engine will use your IP address to collect demographic data to improve performance.  SalesImpaq will use your IP address as well as the website your visited prior for much of the same reason.  Our goal is to insure we are providing a high level of service throughout the world.

Your Financial Information

SalesImpaq Inc. as a policy does not keep or store your financial or credit card data.  SalesImpaq  utilizes a third party ecommerce engine with secure data transmission lines utilizing a  SSL certificate.  Co-branded sites with our partners have their own and separate ecommerce system from SalesImpaq.

Law Enforcement

By law, you understand and agree if law enforcement provides due process, SalesImpaq may disclose personally identifiable information if required in good faith believe that such disclosure is reasonably necessary to comply with the legal process, enforce this User Agreement, or protect the rights, property, or safety of SalesImpaq, it users and the general public.

Disclaimer of Warranties

You, the SalesImpaq product or service user, understand and agree:

1.       SalesImpaq does not assume any responsibility for prompt or proper delivery.

2.       SalesImpaq does not keep or store any information or communication between users.

3.       SalesImpaq assumes no responsibility for your success or failure utilizing our service.

4.       SalesImpaq makes no expressed or implied warranties or sales performance improvement.

5.       SalesImpaq makes no warranty that the SalesImpaq service will meet your requirements, be available when you need it, is free from error and accuracy or the quality of the product.

6.       SalesImpaq is notifying you there could be a loss of your data with the data lost forever.

7.       SalesImpaq has provided no advice or information, written or oral, obtained by you from SalesImpaq or through the SalesImpaq application or service shall create any warranty not expressly stated in this product and service user agreement.

Entire Agreement

The User Agreement constitutes the entire agreement between you and SalesImpaq Inc. and governs your use of the SalesImpaq service, superseding any prior agreements between you and SalesImpaq.

Limitation of Liability

YOU EXPRESSLY UNDERSTAND AND AGREE THAT SALESIMPAQ INC. SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTIAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SALESIMPAQ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) .  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF LIMITATION OR EXCLUSION OF LIABIITY FOR INCIDENTIAL OR CONSENQUENTIAL DAMAGES.  ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.  IN NO EVENT WILL SALESIMPAQ TOTAL CUMULATIVE DAMAGES EXCEED $1.00 USD.

Governing Law

This User Agreement between you and SalesImpaq Inc. will be governed by and construed in accordance with the laws of the State of Nevada with regard to conflict of laws principals.

General Information

SalesImpaq, the SalesImpaq logo, and other SalesImpaq logos and names are trademarks of SalesImpaq Inc.  You agree not to display or use these trademarks in any manner without SalesImpaq’s prior written permission.  Please send any questions or comments to:

SalesImpaq Inc.

Attention: Privacy and User Agreement

2840 Hwy 95 – Alternate South #7

Silver Springs, NV 89429