Section 1

Who may use Salesy

You must be at least 18 years old and able to form a binding contract. If you are using the Service on behalf of a business or other organization, you represent that you have authority to bind that organization, and "you" refers to both you individually and that organization.

You are responsible for keeping your login credentials secure and for all activity that occurs under your account. Notify us promptly at help@besalesy.com if you believe your account has been accessed without your permission.

Section 2

Subscriptions, trials, and billing

2.1 Licenses and terms

The Service is sold as an annual license per seat. Your subscription term, price, and included features are shown at checkout and in your customer portal.

2.2 Free trial

If you begin a free trial, you will be asked to provide a valid payment method at signup. Your card will not be charged during the trial period. At the end of the trial, your subscription begins automatically and your payment method is charged the then applicable price, unless you cancel before the trial ends. You may cancel at any time during the trial through your customer portal.

2.3 Automatic renewal and cancellation

Your subscription renews automatically at the end of each term at the then current price for your plan, and the payment method on file will be charged, unless you cancel before the renewal date.

You may cancel at any time through your customer portal, or by contacting us at help@besalesy.com. Cancellation stops future billing. Your access continues through the end of the period you have already paid for, and then ends.

We will send you a renewal reminder by email in advance of each renewal, stating the renewal date, the amount, and how to cancel.

2.4 Fees are nonrefundable

All fees are nonrefundable, including for partial periods, unused time, and subscriptions cancelled during a term. This does not limit any right you may have that cannot be waived under applicable law.

The sole exception is Section 12.3. If we discontinue the Service entirely during a term you have paid for, we will refund the unused portion of that term on a prorated basis.

2.5 Locked pricing

If your plan was sold to you as price locked, we will not increase the recurring price of that subscription for as long as you maintain continuous, uninterrupted paid access and the Service remains available. If your subscription lapses, is cancelled, or fails to renew for any reason, the locked rate ends, and any new subscription is priced at the then current rate.

2.6 Taxes and failed payments

Fees exclude applicable taxes, which will be added where required. Failure to make timely payment is a material breach of these Terms. If a payment fails, we may retry the charge and may suspend access until payment is resolved. Past due amounts may accrue interest at one and one half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.

Section 3

Acceptable use

You agree not to:

• Share, resell, sublicense, or transfer your account or seat to another person
• Use the Service to send unsolicited or unlawful communications
• Upload content you do not have the right to upload, including confidential information you are contractually barred from sharing
• Attempt to access accounts, data, or systems that are not yours
• Reverse engineer, decompile, scrape, or attempt to derive the source code, structure, or underlying methodology of the Service
• Use the Service, its outputs, or its methodology to build, train, or improve a competing product or service
• Interfere with the operation, security, or integrity of the Service

We may suspend or terminate access for conduct that violates this section.

Section 4

Your data and content

4.1 You own your content

You retain all rights to the information you enter into or upload to the Service, including your contacts, relationship notes, offers, goals, documents, and messaging ("Your Content"). We do not claim ownership of Your Content.

4.2 License to operate the Service

You grant us a limited, worldwide, royalty free license to host, store, process, transmit, and display Your Content solely as necessary to provide, secure, support, and improve the Service for you. This license ends when Your Content is deleted, except for copies retained in routine backups for a limited period.

4.3 Responsibility for Your Content

You are responsible for the accuracy and legality of Your Content, including any personal information about third parties that you enter. You represent that you have the necessary rights and, where required, consents or another lawful basis to provide that information to us and to have it processed as described in these Terms and our Privacy Policy.

4.4 Confidentiality of Your Content

We will treat Your Content as confidential. We will not use or disclose it for any purpose other than providing the Service to you, and we will take reasonable steps to restrict access to it and to prevent its misappropriation or disclosure. Personnel and vendors with access are bound by written obligations of confidentiality.

This obligation does not apply to information that is or becomes public other than through our breach, was lawfully in our possession without an obligation of confidentiality, or is lawfully obtained from a source not bound to confidentiality.

If we are legally compelled to disclose Your Content by subpoena, court order, or similar process, we will give you prompt notice where legally permitted, so that you may seek a protective order, and will disclose only the portion we are required to disclose.

4.5 Export and deletion

You may export Your Content at any time while your subscription is active. Following termination, you may request export or deletion by contacting help@besalesy.com. We retain terminated account data for thirty (30) days and then delete or anonymize it, except where a longer period is required by law.

Section 5

Privacy and security

Our collection and use of personal information is described in our Privacy Policy, which forms part of these Terms.

In summary:

• We use Your Content to operate the Service for you. We do not sell your personal information.
• We use vendors ("subprocessors") for hosting, payment processing, email, analytics, and AI features. A current list is available at [SUBPROCESSOR LIST URL]. These vendors are bound by contractual obligations to protect your information.
• We maintain administrative, technical, and physical safeguards designed to protect your information. No system is completely secure, and we cannot guarantee absolute security.
• If we become aware of a breach affecting your personal information, we will notify you as required by applicable law.
• Depending on where you live, you may have rights to access, correct, delete, or port your personal information, or to object to certain processing. Contact help@besalesy.com to exercise those rights.

Payment card details are collected and stored by our payment processor. We do not store full card numbers.

Section 6

AI features

The Service includes AI powered features, including Sage, which generate suggestions, drafts, scores, and analysis based on information you provide.

• AI outputs are suggestions, not professional advice, and may be inaccurate, incomplete, or unsuitable for your situation. You are responsible for reviewing any output before relying on it or sending it.
• You retain ownership of the inputs you provide. As between you and us, you may use the outputs generated for your account for your own business purposes.
• Outputs are generated and may not be unique. Similar inputs from other users may produce similar outputs.
• We do not use Your Content to train general purpose AI models made available to other customers, except where you have given explicit permission or the data has been aggregated and deidentified so that it no longer identifies you or any individual.
• AI features depend on third party model providers and may change, degrade, or become unavailable.

Section 7

Our intellectual property

The Service, including the software, interface, design, documentation, course materials, templates, newsletters, and all related content, is owned by us or our licensors and is protected by copyright, trademark, trade secret, and other laws.

This includes our proprietary methodologies and frameworks, including the 6A Framework, the Expand, Protect, and Win segmentation system, the Definitive Next Step discipline, and the scoring models used in the Service.

Subject to these Terms and your payment of applicable fees, we grant you a limited, nonexclusive, nontransferable, revocable license to access and use the Service for your own internal business purposes during your subscription term.

You may not:

• Copy, reproduce, republish, distribute, or publicly display our materials outside your organization
• Use our frameworks, templates, or materials to deliver training, coaching, or consulting to third parties without a separate written license from us
• Remove or obscure any proprietary notices
• Use our names, logos, or trademarks without our prior written permission

All rights not expressly granted are reserved.

7.1 Feedback

If you send us ideas, suggestions, or feedback about the Service, you grant us an unrestricted, perpetual, royalty free right to use them without obligation or compensation to you.

7.2 Use of your name

If you are using the Service on behalf of a business or organization, we may identify that organization by name and logo as a customer in case studies, marketing materials, and promotional materials, unless you request in writing that we not do so.

We will not use your individual name, likeness, or any testimonial you provide in marketing without your prior written permission.

7.3 Copyright claims

If you believe content on the Service infringes your copyright, contact help@besalesy.com with the information required under applicable law, including identification of the work, the location of the material, your contact details, and a statement of good faith belief.

Section 8

Third party services

The Service may integrate with or link to third party products and websites. We do not control those services and are not responsible for their content, availability, terms, or privacy practices. Your use of a third party service is governed by that provider's terms.

Section 9

Errors, omissions, and availability

We work to keep the Service accurate and available, but we do not warrant that it will be uninterrupted, error free, or free of defects.

You acknowledge that:

• The Service may contain bugs, errors, inaccuracies, or omissions in software, data, calculations, scores, content, or documentation
• Features may be modified, suspended, or discontinued
• Scheduled and unscheduled downtime may occur, including for maintenance and for outages affecting our hosting or third party providers
• Data loss can occur despite reasonable safeguards, and you are responsible for maintaining your own copies of critical information

We will use commercially reasonable efforts to correct material errors reported to us, but we do not guarantee any specific response or resolution time unless you have a separate written service level agreement with us.

9.1 No guarantee of results

The Service provides sales education, tools, frameworks, and suggestions. It does not guarantee revenue, sales, leads, clients, or any other business outcome.

Any examples, case studies, testimonials, projections, or figures presented in connection with the Service are illustrative only and are not a promise of your results. Results depend on many factors outside our control, including your market, your offer, your effort, and your execution.

The Service is not legal, tax, accounting, financial, or employment advice. Consult qualified professionals for those matters.

Section 10

Disclaimer of warranties

Some jurisdictions do not allow the exclusion of certain warranties, so some of these exclusions may not apply to you.

Section 11

Limitation of liability

11.1 Cap

To the fullest extent permitted by law, our total liability to you for any and all injuries, claims, losses, expenses, or damages arising out of or in any way related to these Terms or the Service, from any cause or causes, including our negligence, errors, omissions, strict liability, breach of contract, or breach of warranty, shall not exceed the total amount of fees you paid us in the twelve months immediately preceding the event giving rise to the claim.

11.2 Excluded damages

11.3 Time limit on claims

Failure to bring a claim against the other party within one (1) year after the date on which the claiming party becomes aware of the existence of a potential claim constitutes a waiver of that claim.

These limits apply regardless of the legal theory and even if a limited remedy fails of its essential purpose. Nothing in these Terms limits liability that cannot be limited under applicable law. Some jurisdictions do not allow certain limitations, so some of these may not apply to you.

Section 12

Term, suspension, and termination

12.1 These Terms apply for as long as you use the Service.

12.2 We may suspend or terminate your access if you materially breach these Terms and fail to cure the breach within ten (10) business days following written notice, or immediately if your payment fails, if required by law, or if we reasonably believe your use creates risk to us or to other users.

12.3 We may discontinue the Service as a whole with reasonable advance notice to active subscribers. If we discontinue the Service entirely during a term you have paid for, we will provide a prorated refund for the remaining unused portion of that term.

12.4 Sections that by their nature should survive termination will survive, including Sections 4.3, 4.4, 7, 9 through 13, and 15.

Section 13

Indemnification

You agree to defend, indemnify, and hold harmless Salesy, LLC and its members, officers, employees, and contractors from and against all claims, suits, and proceedings, and any related liabilities, losses, expenses, damages, and costs, including reasonable attorneys' fees, arising out of your use of the Service, Your Content, your breach of these Terms, or your violation of any law or the rights of a third party.

We will promptly notify you of any claim for which indemnity is sought, cooperate reasonably at your expense, and allow you to control the defense or settlement. We may participate in the defense with counsel of our own choosing at our own expense.

Section 14

Force majeure

Neither party is liable for any failure or delay in performance caused by any major event or catastrophe beyond its reasonable control, including acts of God, war, riot, national emergency, government order or regulation, public health crisis, acts of terrorism, civil disorder, fire, casualty, flood, earthquake, disaster, or any similar occurrence, provided that reasonable measures are taken to continue performance and prompt notice is given.

Section 15

Governing law and disputes

These Terms are construed and interpreted according to the laws of the State of Illinois, excluding any choice of law rules.

15.1 Informal resolution first

Before filing a claim, you agree to contact us at help@besalesy.com and attempt to resolve the dispute informally for at least thirty (30) days.

15.2 Arbitration

Any dispute or claim arising out of these Terms that is not resolved informally shall be settled by arbitration administered in Chicago, Illinois, before a single arbitrator, administered by the American Arbitration Association under its applicable rules, including its Consumer Arbitration Rules where those apply. The arbitrator's decision shall be final and binding, and judgment may be entered on it.

If you are an individual using the Service primarily for personal or small business purposes, we will pay all AAA filing, administration, and arbitrator fees beyond the amount you would have paid to file the same claim in court. You may choose to participate in the arbitration by telephone or video rather than in person.

Either party may instead bring an individual claim in small claims court.

15.3 Individual claims only

Claims must be brought individually. Neither you nor we may bring a claim as a plaintiff or class member in a class, collective, consolidated, or representative proceeding, and the arbitrator may not consolidate claims or preside over any form of representative proceeding. If this paragraph is found unenforceable as to a particular claim, that claim shall proceed in court and all other claims remain in arbitration.

15.4 Your right to opt out

You may opt out of Sections 15.2 and 15.3 by emailing help@besalesy.com within thirty (30) days of first accepting these Terms, with your name and the email address on your account. Opting out has no effect on your subscription or on any other part of these Terms. If you opt out, disputes will be brought exclusively in the state or federal courts located in Cook County, Illinois, and both parties consent to personal jurisdiction there.

15.5 Fees on noncompliance

If a party fails to proceed with arbitration, unsuccessfully challenges the arbitrator's award, or fails to comply with the award, the other party is entitled to costs of suit including reasonable attorneys' fees for having to compel arbitration or defend or enforce the award.

Section 16

Changes to these Terms

We may update these Terms. If we make material changes, we will notify active subscribers by email or through the Service at least thirty (30) days before the changes take effect. Continued use after the effective date means you accept the updated Terms. If you do not accept them, your remedy is to stop using the Service and cancel.

The date at the top of this page reflects the most recent version.

Section 17

General

Entire agreement

These Terms, together with the Privacy Policy and any order form or written agreement signed by both parties, constitute the entire understanding between the parties with respect to the subject matter.

Assignment

You may not assign these Terms without our prior written consent. We may assign them in connection with a merger, acquisition, or sale of assets.

Severability

These Terms are severable, and the invalidity or unenforceability of any term shall not affect the validity or enforceability of any other term.

Waiver

No course of conduct, and no failure or delay in strictly enforcing any provision, affects the validity, binding effect, or enforceability of that or any other provision.

Construction

The rule requiring construction or interpretation against the drafter is waived.

Headings and summaries

Section headings, and the plain language summaries shown alongside each section, are for convenience of reference only. They do not form part of these Terms and do not limit or affect any provision. Where a summary differs from the text of a section, the text of the section controls.

Relationship of the parties

Nothing in these Terms creates a partnership, joint venture, employment, or agency relationship.

Notices

We will send notices to the email address on your account, and you are responsible for keeping it current. Notices to us must be in writing and are effective only if delivered personally, by overnight courier, by certified mail with return receipt requested, or by email with written confirmation of successful transmission, addressed as below.

Section 18

Contact