Sales Assembly Terms & Conditions

Effective Date: 11/30/2021

Welcome! Sales Assembly, LLC (“Sales Assembly” or “we”, “us” or “our”) provides various services, information, and assistance to companies and individuals in the tech industry through various offerings, including, without limitation, the Sales Assembly Scale-as-a-Service platform (our “Platform”), Sales Assembly’s Fast Start Program (our “Program”) and Sales Assembly hosted events (our “Events”) (all such services, information and assistance, including, without limitation, our Platform, Program and Events, are collectively referred to in these Terms as our “Services”). By accessing, using or participating in our Services or visiting our websites, including, but not limited to, https://www.salesassembly.com, along with the features, functionalities, browser extensions and other services available through our websites (collectively, our “Websites”) (collectively, our Services and Websites are collectively referred to in these Terms as our “Offerings”), you agree to read, comply with and be legally bound by: (1) these Terms; (2) any additional terms and conditions, agreements and policies published on our Websites or otherwise made available to you that are applicable to your access to, use of or participation in our Offerings (collectively, the “Rules”); (3) any other agreements applicable to your access to, use of or participation in our Offerings as we may enter into with you, or a third party on whose behalf you access, participate in or use our Offerings (collectively, the “Additional Agreements”). These Terms, the Rules and any and all Additional Agreements are collectively referred to in these Terms as the “Agreements”.

REVIEW THESE TERMS CAREFULLY. BY ACCESSING, PARTICIPATING IN OR USING OUR OFFERINGS (IN WHOLE OR IN PART), YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE WITH THESE TERMS YOU ARE NOT ELIGIBLE TO ACCESS, PARTICIPATE IN OR USE OUR OFFERINGS (IN WHOLE OR IN PART). FURTHER IF YOU ARE NOT ELIGIBLE TO ACCESS, PARTICIPATE IN OR USE OUR OFFERINGS PURSUANT TO ANY OF THE AGREEMENTS, YOU ARE NOT PERMITTED TO ACCESS, PARTICIPATE IN OR USE OUR OFFERINGS AS PROHIBITED UNDER SUCH AGREEMENTS.

THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN COURT OR JURY TRIALS OR CLASS ACTIONS AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE. CAREFULLY REVIEW THE DISPUTE RESOLUTION SECTION OF THESE TERMS BEFORE YOU ACCESS, PARTICIPATE IN OR USE OUR OFFERINGS.

  1. ACCEPTANCE AND APPLICABILITY OF AGREEMENTS
    • Acceptance of Agreements. These Terms are a legally binding agreement between you and Sales Assembly. By accessing, participating in or using any of our Offerings, you expressly acknowledge and agree that you understand the terms set forth in the applicable Agreement, including, without limitation, those set forth in these Terms and that you agree to be legally bound by all terms and conditions set forth in the applicable Agreements.
    • Your Representations and Warranties. Without limiting anything set forth in the Agreements, by accessing, participating in or using our Offerings, you represent to us that: (1) you are 18 years of age or older; (2) you are legally able to enter into contracts; (3) you are not a person barred from accessing, participating in or using our Offerings under federal, state, local or other laws; and (4) you have not previously been suspended or prohibited from accessing, participating in or using our Offerings for any reason other than your cancellation of your access, participation in or use of our Offerings in accordance with the applicable Agreements.
    • Changes to Terms. We may update or modify these Terms from time to time without providing notice to you by posting a revised version of these Terms on our Websites. You can review the most current version of these Terms at any time by clicking the Terms of Use on our Websites. By accessing, participating in or using our Offerings after any modification of these Terms, you agree to be bound by such modifications.
    • Our Rights. We have the right, but not the obligation, to take any of the following actions in our sole discretion without providing any prior notice to you and without liability to you or any third party:
      • change or terminate all or any part of our Offerings;
      • restrict or terminate your access to, or ability to participate in or use all or any part of our Offerings;
      • refuse, move or remove anything that is available on or through our Offerings; or
      • deny access to or the ability to participate in or use our Offerings to anyone at any time in our sole and absolute discretion.
    • In the event of any conflict between these Terms and any other Agreement, unless otherwise expressly specified in such other Agreement, these Terms shall control.
  2. ACCESS TO, PARTICIPATION IN AND USE OF OUR OFFERINGS
    • Acceptable Use. In addition to, and not in lieu of, any restrictions or requirements set forth in any of the Agreements, your access to, participation in and use of our Offerings must comply with the following (the “Acceptable Use Restrictions”):
      • You are only allowed to access, participate in and use our Offerings for their intended purposes, as determined by us in our sole discretion.
      • Without limitation, you are not allowed to access, participate in or use our Offerings to: (1) publish, post, distribute or disseminate any content which is or could reasonably be viewed as: (a) hate speech, obscene, harassing, threatening, pornographic, abusive or defamatory to an individual or group of individuals on the basis of religious belief, race, gender, age, disability or otherwise; (b) inciting violence, or containing graphic or gratuitous violence; (c) an unauthorized commercial communication of any kind (including, without limitation, spam); (d) fraudulent, inaccurate or misleading, or otherwise objectionable content of any kind; (e) infringing or violating someone else’s rights or otherwise violating the law; or (f) identifying any person without their consent or disclosing anyone else’s personal contact details or invading their privacy; (2) violate any laws; (3) transmit or upload any software or other materials that contain any viruses, worms, trojan horses, defects, time bombs or other items of a destructive nature; or (4) engage in commercial activity except as expressly permitted under the applicable Agreements.
      • You are also prohibited from: (1) reformatting or framing any portion of our Offerings; (2) using any device, software, or procedure that interferes with, or attempts to interfere with, the normal operation of our Offerings; (3) taking any action that imposes, or may impose, as determined by us in our sole discretion, an unreasonable or disproportionately large load on our information technology infrastructure; (4) modifying, adapting, translating, disassembling, decompiling, translating or reverse engineering any portion of our Offerings or otherwise attempting to reconstruct or discover any source code or underlying ideas, algorithms, file formats, or programming interoperability interfaces of our Offerings; (5) disrupting or otherwise interfering with our Offerings or the networks or servers we use; (6) impersonating any person or entity or misrepresenting your connection or affiliation with a person or entity; (7) collecting or storing, or attempting to collect or store, personal information about other users of our Offerings, except as expressly permitted under the applicable Agreements; (8) engaging in any activity that is illegal under federal, state, local, or other laws; (9) creating a false identity in connection with your access to, participation in or use of our Offerings; (10) creating an account to access, participate in or use our Offerings for anyone else; (11) releasing to any third party information related to your access to, participation in or use of our Offerings for purposes of monitoring our Offerings’ availability, performance, or functionality, or for any other benchmarking or competitive purposes without our prior written approval; (12) copying our Offerings, except as expressly permitted under the applicable Agreements; (13) accessing or using our Offerings in a service bureau or time-sharing environment (including, without limitation, accessing our Offerings to provide third parties a service consisting solely of the collection and entry of data and other information on, or available through, our Offerings); (14) selling, assigning, transferring, sublicensing, pledging, renting, or otherwise sharing your rights under the Agreements; (15) creating any derivative works based on our Offerings; and (16) modifying, obscuring, or removing any proprietary notices on our Offerings or copies thereof.
    • Program Eligibility. The Program is only available to individuals who are not currently employed by a current Sales Assembly member. The list of current Sales Assembly members is available at https://www.salesassembly.com/members/. By completing registration for the Program, you represent and warrant to Sales Assembly that: (1) you have verified your current employer (if you are currently employed) is not a current Sales Assembly member; (2) you understand, acknowledge and agree that Sales Assembly is not a staffing/recruiting firm and Sales Assembly does not guarantee any job placement, salary, benefits or employment through or in connection with the Program; and (3) you understand, acknowledge and agree that any information you provide to Sales Assembly through or in connection with your participation in or use of the Program, including without limitation, information pertaining to your employment history and pertaining to your employment and other personal information related to your use may be provided by Sales Assembly to current Sales Assembly members or other third parties in accordance with our Privacy Policy, available at https://www.salesassembly.com/privacy-policy/.
    • Required Equipment. Access to, participation in and use of some of our Offerings require access to the Internet. You are responsible for providing all equipment necessary to establish a connection to the Internet and otherwise necessary to access, participate in and use the applicable Offerings, along with any telephone, wireless or other connection and services fees associated with such connection. Accessing, participating in or using our Offerings may allow you to receive content on your mobile phone or wireless device. The manner in which that content is delivered to your mobile phone or wireless device may cause you to incur extra data, text messaging or other charges from your wireless carrier, which are your sole responsibility.
    • Compliance with Applicable Laws. You certify that you will comply with all applicable laws (g., federal, state, local and other laws) and the applicable Agreements when accessing, participating in or using our Offerings. Without limiting the foregoing, by accessing, participating in or using our Offerings, you represent and warrant that: (1) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (2) you are not listed on any U.S. Government list or prohibited or restricted parties. If you access, participate in or use our Offerings outside the United States, you are solely responsible for ensuring that your access to, participation in and use of our Offerings in such country, territory or jurisdiction does not violate any applicable laws. We reserve the right, but have no obligation to, in our sole discretion, monitor where users who access, participate in or use Offerings are located, and the right, but not the obligation, to block or otherwise restrict access to, participation in or use of our Offerings, in whole or in part, from any geographic location.
    • Mistakes or Errors. Without limiting anything set forth in the applicable Agreements, you acknowledge and agree that under no circumstances will we or any of our licensors or suppliers be responsible for any loss, damage or liability arising out of any mistakes or other errors made by you as a result of your access to, participation in or use of our Offerings.
  3. ACCOUNTS
    • You may be required to open an account or register with us in order to access, participate in or use some of our Offerings, including, but not limited to, the Services. When opening an account or registering with us, you must provide true, accurate, current and complete information about yourself as may be prompted by any account creation or registration form. If any information you previously provided to us changes, you must promptly update the relevant information.
    • Account Security and Responsibility. You are responsible for maintaining the confidentiality of your password and account and are fully responsible for all activities that occur under your password and account. You agree to: (1) notify us immediately of any unauthorized use of your account or any breach of the security of your account; and (2) ensure that you fully logout of your account at the end of each session. You must set up your account in your own name. You further agree not to access or use anyone else’s account on or in connection with our Offerings. We cannot and will not be liable for any loss or damage arising from your failure to comply with this provision or any of the applicable Agreements. If we suspend or terminate your account, you acknowledge that all information and content associated with such account will no longer be available to you.
    • Our Termination or Suspension of Your Account. Without limiting any other rights we have under the applicable Agreements, in the event we determine, in our sole discretion, that your account or information associated with your account may be compromised due to your personal device being infected with a virus, malware, other malicious code or due to other theft of your account login credentials or other account information, we reserve the right, but do not have the obligation, to invalidate, delete, or otherwise modify your account and the associated account information in order to protect your account, the accounts of other users, and our systems from further damage or exposure. This may include proactively changing your password. If we need to do this, we will make reasonable efforts to inform you of any modifications made via the email address listed on your account or other viable means of communication.
    • Account Cancellation. Subject to restrictions and other obligations set forth in the applicable Agreements, you may close your account by contacting us at [email protected] and following the instructions we provide. If you cancel your account, these Terms will be terminated and your license to access and use our Offerings shall immediately terminate and you must discontinue your access to, participation in and use of our Offerings. Please note, in some circumstances, we may not permit you to close your account, including in situations where: (1) you are not permitted to close your account pursuant to the terms of an applicable Agreement; (2) you have an open dispute or claim; (3) if your account is subject to a hold; and/or (4) you are cancelling your account in an attempt to evade any investigation.
  4. OWNERSHIP
    • All right, title and interest in and to our Offerings, including, but not limited to, the software and code that comprise and operate our Offerings, and all of the text, photographs, illustrations, images, graphics, audio, video, URLs and other materials provided through or contained in our Offerings are owned by us or third parties who have licensed their content to us. Our Offerings are protected under trademark, service mark, trade dress, copyright, patent, trade secret and other intellectual property laws. In addition, each Offering, individually, is a collective work under U.S. and international copyright laws and treaties, and we own the copyright in the selection, coordination, arrangement and enhancement of each Offering.
    • The Sales Assembly names and logos, all product and service names, all graphics, all button icons and all trademarks, service marks and logos appearing on or used in connection with our Offerings, unless otherwise noted, are trademarks (whether registered or not), service marks and/or trade dress of Sales Assembly (collectively, “Our Marks”). All other trademarks, products names, company names, logos, services marks and/or trade dress (collectively, “Other Marks”) mentioned, displayed, cited or otherwise indicated within our Offerings are the property of their respective owners. You are not authorized to display or use Our Marks in any manner without our prior written permission. You are not authorized to display or use any Other Marks that appear on or are used in connection with our Offerings without the prior written permission of the applicable third party.
    • Limited License. Subject to your acceptance of, and compliance with, the applicable Agreements, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access, participate in and use our Offerings in a manner that is consistent with the applicable Agreements and the intended purposes of our Offerings. You obtain no rights in our Offerings except to access, participate in and use them in accordance with the applicable Agreements. Without limiting the generality of the foregoing, you shall not access, participate in or use our Offerings in violation of the terms set forth in any of the applicable Agreements, including, without limitation, the Acceptable Use Restrictions set forth in these Terms (collectively, the “Prohibited Activities”). You will be solely liable for any damages, costs or expenses arising out of or in connection with your commission of any Prohibited Activity. You shall notify us immediately upon becoming aware of the commission by any person of a Prohibited Activity and shall provide us with reasonable assistance upon our request with any investigations we may conduct in connection with any such Prohibited Activity.
  5. USER CONTENT AND INFORMATION
    • User Content. Our Offerings may provide users with the ability to add, create, upload, submit, distribute, post or share content on or through our Offerings, including, without limitation, website links, opinions, information, posts, profiles, pictures, videos and audio clips (collectively, “User Content”). Reliance on User Content is at your own risk. You acknowledge and agree that we are not responsible or liable for any User Content that appears on, or is otherwise provided through, our Offerings.
    • Your Content. If you provide any User Content (“Your Content”), unless otherwise specified in an applicable Agreement, you expressly grant, and represent and warrant that you have the right to grant, us a non-exclusive, irrevocable, worldwide, transferable, royalty-free, perpetual license to publicly display, publicly perform, reproduce, distribute, create derivative works of, and sublicense Your Content in any manner or through any media now known or later developed without any payment obligation to you. Without limiting the foregoing, you acknowledge and agree that Your Content may be viewable by any other users of our Offerings (whether registered or unregistered). Further, you understand and agree that we have the right, but not the obligation, to pre-screen, edit, refuse, move, or remove any User Content, including, without limitation, Your Content, posted to or otherwise provided through our Offerings.
    • Private Messages. Some of our Offerings may include features and functionalities that provide you with the ability to send private messages to other users of our Offerings (“Private Messages”). Private Messages are not considered User Content and we will not intentionally make any such Private Messages available to any party other than the intended recipient. However, you should remain mindful that there is an inherent risk in the use of the internet. Private Messages may be intercepted without our knowledge or consent, collected illegally, and/or forwarded by recipients to others. We cannot guarantee the security of any information, including Private Messages, that you disclose online, and you do so at your own risk.
    • Abusive and Offensive Language. Abusive and offensive language will not be tolerated, including, without limitation, on our social media sites, with our personnel, or on or in connection with your access, participation in or use of our Offerings. You are not entitled to make untrue, malicious and/or damaging comments with regard to our operations in any media or forum.
    • Personal Information. By accessing, participating in or using our Offerings, you are consenting to the collection, use, disclosure, transfer and sharing of your personal information, including, without limitation, sharing such information with third parties as described in our Privacy Policy, available at https://www.salesassembly.com/privacy-policy/. Our Privacy Policy may be updated from time to time, so please review it regularly. If you do not want us to collect and use your personal information in the ways described in our Privacy Policy, please discontinue all access to, participation in and use of our Offerings.
    • By submitting ideas, suggestions, documents, proposals, products, and/or technologies (“Ideas” or “Innovations”) to us in any way, you acknowledge and agree that: (1) your Ideas and/or Innovations do not contain confidential or proprietary information; (2) we are not under any obligation of confidentiality, express or implied, with respect to the Ideas and Innovations; (3) we shall be entitled to disclose (or choose not to disclose) such Ideas and Innovations for any purpose and in any way; (4) we may have something similar to the Ideas and Innovations already under consideration or in development; (5) your Ideas and Innovations which are not subject to a patent, automatically become our property without any obligation to you; and (6) you are not entitled to any compensation or reimbursement of any kind from us under any circumstances.
    • Links to Third Party Websites. Our Offerings may include links to other websites or services solely as a convenience to you. You acknowledge and agree that we are not responsible for the availability of such external websites or services and that we do not endorse and are not responsible or liable for any such linked websites or services or any information, material, products or services contained on or accessible through other websites or services. Furthermore, we make no express or implied warranties with regard to the information, material, products or services that are contained on or accessible through linked websites or services. Your access to and use of linked websites or services, including, without limitation, any information, material, products and services on or accessible through other websites or services is solely at your own risk.
  6. TERMINATION
    • Right to Terminate. Subject to the terms set forth in the applicable Agreements, in addition to, and not in lieu of, any of our other rights set forth in these Terms, we reserve the right, with or without notice and in our sole discretion, to terminate these Terms, your account and/or your ability to access, participate in and use our Offerings (in whole or in part) for any reason, including, without limitation, for lack of use or if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms, or, in the case of any activity by you that may harm us or other users, including, but not limited to, fraud, abuse of privileges or misuse of our Offerings. You agree that we will not be liable to you or any third party for any such termination.
    • Effects of Termination. If we exercise our termination rights available under the applicable Agreements, your license to access, participate in and use our Offerings shall immediately terminate and you must discontinue all access to, participation in and use of our Offerings affected by such termination.
    • Fraudulent Activity. If we suspect that you are engaging in, or have engaged in, any fraudulent, abusive or illegal activity, we may refer such matter to appropriate law enforcement authorities.
    • The provisions of these Terms which by their nature are intended to survive the termination or cancellation of these Terms shall continue as valid and enforceable obligations notwithstanding any such termination or cancellation. Without limiting the foregoing, the provisions of these Terms regarding indemnity and limitations of liability shall survive the termination or cancellation of these Terms.
  7. DISCLAIMERS
    • Disclaimer of all Warranties. In addition to, and not in lieu of, any warranty disclaimers set forth in any applicable Agreement:
      • OUR OFFERINGS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND RELATING TO OUR OFFERINGS (INCLUDING, WITHOUT LIMITATION, ANY SOFTWARE COMPRISING ANY PORTION OF OUR OFFERINGS), WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, RESULTS ARISING FROM THE ACCESS TO, PARTICIPATION IN OR USE OF OUR OFFERINGS OR THAT OUR OFFERINGS WILL BE WITHOUT ERROR OR INVULNERABLE TO VIRUSES, WORMS OR OTHER HARMFUL SOFTWARE OR HARDWARE.
      • YOU HEREBY ACKNOWLEDGE THAT OUR OFFERINGS MAY NOT BE AVAILABLE DUE TO ANY NUMBER OF FACTORS, INCLUDING, WITHOUT LIMITATION, PERIODIC SYSTEM MAINTENANCE, SCHEDULED OR UNSCHEDULED, ACTS OF GOD, UNAUTHORIZED ACCESS, VIRUSES, DENIAL OF SERVICE OR OTHER ATTACKS, TECHNICAL FAILURE OF OUR OFFERINGS AND/OR TELECOMMUNICATIONS INFRASTRUCTURE OR DISRUPTION, AND, THEREFORE, WE EXPRESSLY DISCLAIM ANY EXPRESS OR IMPLIED WARRANTY REGARDING THE USE AND/OR AVAILABILITY, ACCESSIBILITY, SECURITY OR PERFORMANCE OF OUR OFFERINGS CAUSED BY SUCH FACTORS.
      • WE DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AGAINST THE POSSIBILITY OF DELETION, MISDELIVERY OR FAILURE TO STORE COMMUNICATIONS, PERSONALIZED SETTINGS OR OTHER DATA, INCLUDING, WITHOUT LIMITATION, ANY INFORMATION YOU SUBMIT THROUGH OR IN CONNECTION WITH OUR OFFERINGS, INCLUDING, WITHOUT LIMITATION, ANY OF YOUR CONTENT.
      • WE ARE NOT RESPONSIBLE OR LIABLE FOR, NOR DO WE REPRESENT OR OTHERWISE WARRANT THE PERFORMANCE OF ANY DEVICE YOU USE TO ACCESS, PARTICIPATE IN OR USE OUR OFFERINGS, INCLUDING, WITHOUT LIMITATION, THE CONTINUING COMPATIBILITY OF ANY DEVICE WITH OUR OFFERINGS.
      • SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF WARRANTIES MAY NOT APPLY TO YOU.
    • Use of Offerings at Your Sole Risk. YOUR ACCESS TO, PARTICIPATION IN AND USE OF OUR OFFERINGS, DOWNLOAD OF ANY SOFTWARE RELATING TO OUR OFFERINGS AND USE OF ANY INFORMATION WE MAY PROVIDE, OR RESULTS GENERATED, THROUGH OR IN CONNECTION WITH YOUR ACCESS TO, PARTICIPATION IN OR USE OF OUR OFFERINGS IS AT YOUR SOLE OPTION, DISCRETION AND RISK. WE SHALL NOT BE LIABLE FOR ANY MALFUNCTIONS OF OUR OFFERINGS OR ANY SOFTWARE COMPRISING ANY PORTION OF OUR OFFERINGS, BUGS OR VIRUSES RESULTING IN LOST DATA OR ANY OTHER DAMAGE TO YOUR SOFTWARE, COMPUTER EQUIPMENT, MOBILE PHONE OR MOBILE DEVICE OR ANY OTHER EQUIPMENT YOU USE TO ACCESS, PARTICIPATE IN OR USE, OR IN CONNECTION WITH, OUR OFFERINGS. FURTHERMORE, WE SHALL NOT BE LIABLE FOR ANY ATTEMPTS BY YOU TO ACCESS, PARTICIPATE IN OR USE OUR OFFERINGS BY METHODS, MEANS OR WAYS NOT INTENDED BY US. WE ARE NOT REQUIRED TO PROVIDE REDUNDANT OR BACKUP NETWORKS AND/OR SYSTEMS.
    • No Creation of Warranty. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM US OR OTHERWISE THROUGH OR IN CONNECTION WITH YOUR ACCESS TO, PARTICIPATION IN OR USE OF OUR OFFERINGS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
    • Third Party Statements. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR THE STATEMENTS, ADVICE OR OPINIONS MADE BY ANYONE OTHER THAN AUTHORIZED SALES ASSEMBLY SPOKESPERSONS. WE DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR ANY STATEMENTS, ADVICE OR OPINIONS PROVIDED BY ANY THIRD PARTIES, AND SUCH STATEMENTS, ADVICE OR OPINIONS DO NOT IN ANY WAY REFLECT THE STATEMENTS, ADVICE OR OPINIONS OF SALES ASSEMBLY.
  8. YOUR LIABILITY
    • Agreement to Indemnify. YOU AGREE THAT YOU WILL ONLY ACCESS, PARTICIPATE IN AND USE OUR OFFERINGS IN ACCORDANCE WITH THE APPLICABLE AGREEMENTS. YOU WILL COMPENSATE US IN FULL FOR ANY LOSSES OR COSTS (INCLUDING REASONABLE ATTORNEYS’ FEES) WHICH WE (OR ANY OF OUR SUBSIDIARIES OR AFFILIATED COMPANIES) INCUR ARISING FROM ANY BREACH BY YOU OF THESE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US, OUR SUBSIDIARIES AND AFFILIATES AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND OTHER REPRESENTATIVES (THE “RELEASED PARTIES”) HARMLESS FROM AND AGAINST ANY CLAIM OR DEMAND, INCLUDING REASONABLE ATTORNEYS’ FEES, MADE BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR ACCESS TO, PARTICIPATION IN OR USE OF OUR OFFERINGS, YOUR CONNECTION TO OUR OFFERINGS, YOUR VIOLATION OF THE APPLICABLE AGREEMENTS OR YOUR VIOLATION OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY OTHER PERSON OR ENTITY.
    • Additional Remedies. The Released Parties reserve the right to seek all remedies available at law and in equity for your violation of the applicable Agreements, including, without limitation, the right to block access from a particular Internet address to our Offerings and report misuses to law enforcement.
  9. LIMITATION OF LIABILITY
    • Maximum Liability. EXCEPT AS OTHERWISE SET FORTH IN THE APPLICABLE AGREEMENTS AND WITHOUT LIMITING ANYTHING SET FORTH IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, WITH RESPECT TO YOUR ACCESS TO, PARTICIPATION IN AND USE OF OUR OFFERINGS SHALL BE THE AMOUNT OF $100.
    • No Liability for Incidental Damages. IN NO EVENT WILL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM YOUR ACCESS TO, PARTICIPATION IN OR USE OF OUR OFFERINGS OR FOR ANY OTHER CLAIM RELATED IN ANY WAY TO YOUR ACCESS TO, PARTICIPATION IN OR USE OF OUR OFFERINGS.
    • Applicability of Limitations. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU. IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
    • Notice to California Residents. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
  10. DISPUTE RESOLUTION

          PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS.

  • Waiver of Rights. YOU AGREE THAT BY ACCESSING, PARTICIPATING IN OR USING OUR OFFERINGS, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST THE RELEASED PARTIES ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR COLLECTIVE PROCEEDING. ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED.
  • Agreement to Arbitrate.
    • YOU AGREE THAT ANY AND ALL CLAIMS AND DISPUTES ARISING FROM OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THE APPLICABLE AGREEMENTS, YOUR ACCESS TO, PARTICIPATION IN OR USE OF OUR OFFERINGS, OR YOUR DEALINGS WITH THE RELEASED PARTIES SHALL BE FINALLY SETTLED AND RESOLVED THROUGH BINDING INDIVIDUAL ARBITRATION AS DESCRIBED IN THIS SECTION.
    • THIS AGREEMENT TO ARBITRATE INVOLVES INTERSTATE COMMERCE, AND, THEREFORE, SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT, 9 U.S.C. 1-16 (“FAA”), AND NOT BY STATE LAW.
    • THIS AGREEMENT TO ARBITRATE IS INTENDED TO BE INTERPRETED BROADLY PURSUANT TO THE FAA.
    • THE ARBITRATION WILL BE GOVERNED BY THE COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES OF THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), AS MODIFIED BY THIS SECTION.
    • THE ARBITRATION WILL BE CONDUCTED USING ONE ARBITRATOR WITH SUBSTANTIAL EXPERIENCE IN RESOLVING COMMERCIAL CONTRACT DISPUTES, WHO SHALL BE SELECTED FROM THE APPROPRIATE LIST OF ARBITRATORS IN ACCORDANCE WITH THE ARBITRATION RULES AND PROCEDURES OF ANY ARBITRATION ORGANIZATION OR ARBITRATOR THAT YOU AND THE RELEASED PARTIES AGREE UPON IN WRITING OR THAT IS APPOINTED PURSUANT TO SECTION 5 OF THE FAA.
    • FOR ANY CLAIM WHERE THE TOTAL AMOUNT OF THE AWARD SOUGHT IS $10,000 OR LESS, YOU MUST ABIDE BY THE FOLLOWING RULES: (1) THE ARBITRATION SHALL BE CONDUCTED SOLELY BASED ON TELEPHONE OR ONLINE APPEARANCES AND/OR WRITTEN SUBMISSIONS AND (2) THE ARBITRATION SHALL NOT INVOLVE ANY PERSONAL APPEARANCE BY THE PARTIES OR WITNESSES UNLESS OTHERWISE MUTUALLY AGREED BY THE PARTIES. IF THE CLAIM EXCEEDS $10,0000, THE RIGHT TO A HEARING WILL BE DETERMINED BY THE AAA RULES, AND THE HEARING (IF ANY) MUST TAKE PLACE IN CHICAGO, ILLINOIS.
    • THE ARBITRATOR IS BOUND BY THE TERMS OF THIS AGREEMENT TO ARBITRATE. YOU ACKNOWLEDGE AND AGREE THAT, IN ANY ARBITRATION PROCEEDING, NO DEPOSITIONS WILL BE TAKEN, AND ALL OTHER FORMS OF DISCOVER OF FACTS WILL BE LIMITED TO THOSE THINGS THAT THE ARBITRATOR DETERMINES, IN ITS SOLE DISCRETION, TO BE NECESSARY. FURTHER, IN ANY ARBITRATION PROCEEDING: (1) THERE SHALL BE NO AWARD OF PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL OR OTHER SPECIAL DAMAGES; (2) ALL DAMAGES, CLAIMS, AND AWARDS WILL BE GOVERNED BY ILLINOIS LAW; (3) THE PARTIES WILL CONDUCT THE ARBITRATION CONFIDENTIALLY AND EXPEDITIOUSLY AND WILL PAY THEIR OWN COSTS AND EXPENSES OF ARBITRATION, INCLUDING THEIR OWN ATTORNEYS’ FEES. IF YOU PROVE THAT YOU ARE UNABLE TO AFFORD THE AAA FEE, YOU AGREE TO NOTIFY ALL PERSONS AGAINST WHOM YOU HAVE AN ARBITRABLE CLAIM AND GIVE SUCH PERSONS THE OPPORTUNITY, INDIVIDUALLY AND AS A GROUP, TO PAY SUCH FEE. THE PROCEEDING AND THE DECISION SHALL BE KEPT CONFIDENTIAL BY THE ARBITRATOR AND THE PARTIES.
    • THE ARBITRATOR MAY AWARD DECLARATORY OR INJUNCTIVE RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
    • THE ARBITRATOR’S RULING IS BINDING AND MAY BE ENTERED AS A JUDGMENT IN ANY COURT OF COMPETENT JURISDICTION, OR APPLICATION MAY BE MADE TO SUCH COURT FOR JUDICIAL ACCEPTANCE OF ANY AWARD AND AN ORDER OF ENFORCEMENT, AS THE CASE MAY BE.
    • EXCEPT IN THE EVENT YOU OPT OUT OF THIS AGREEMENT TO ARBITRATE IN ACCORDANCE WITH SECTION 10.5, THIS AGREEMENT TO ARBITRATE WILL SURVIVE TERMINATION OF YOUR ACCESS TO, PARTICIPATION IN OR USE OF OUR OFFERINGS AND YOUR RELATIONSHIP WITH THE RELEASED PARTIES.
  • Information About Arbitration. INFORMATION ON AAA AND HOW TO START ARBITRATION CAN BE FOUND AT ADR.ORG. THERE IS NO JUDGE OR JURY IN ARBITRATION. ARBITRATION PROCEDURES ARE SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT AND REVIEW BY A COURT IS LIMITED. YOU WILL NOT BE ABLE TO HAVE A COURT OR JURY TRIAL OR PARTICIPATE IN A CLASS ACTION OR CLASS ARBITRATION. YOU UNDERSTAND AND AGREE THAT BY AGREEING TO RESOLVE ANY DISPUTE THROUGH INDIVIDUAL ARBITRATION, YOU ARE WAIVING THE RIGHT TO A COURT OR JURY TRIAL. ANY DISPUTE SHALL BE ARBITRATED ON AN INDIVIDUAL BASIS, AND NOT AS A CLASS ACTION, REPRESENTATIVE ACTION, CLASS ARBITRATION, OR SIMILAR PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MULTIPLE PARTIES.
  • Challenges to Validity of Agreement to Arbitrate. YOU AGREE THAT ALL CHALLENGES TO THE VALIDITY AND APPLICABILITY OF THIS AGREEMENT TO ARBITRATE (e., WHETHER A PARTICULAR CLAIM OR DISPUTE IS SUBJECT TO ARBITRATION) SHALL BE DETERMINED BY THE ARBITRATOR. NOTWITHSTANDING ANY PROVISION IN THE APPLICABLE AGREEMENTS TO THE CONTRARY, IF THE CLASS ACTION WAIVER ABOVE IS DEEMED INVALID OR UNENFORCEABLE, YOU AGREE THE YOU SHALL NOT SEEK TO, AND WAIVE ANY RIGHT TO, ARBITRATE CLASS OR COLLECTIVE CLAIMS.
  • Opt-Out of Agreement to Arbitrate. IF YOU WISH TO OPT OUT OF THE AGREEMENT TO ARBITRATE, WITHIN 45 DAYS OF 11/30/2021 OR THE DATE WHEN YOU FIRST ACCESS, PARTICIPATE IN OR USE OUR OFFERINGS, WHICHEVER IS LATER, YOU MUST SEND US A LETTER STATING: “REQUEST TO OPT-OUT OF AGREEMENT TO ARBITRATE” TO:

           Sales Assembly, LLC

           222 W. Merchandise Mart Plaza, #1212

           Chicago, Il 60654

  • Venue for Litigation. IF THE AGREEMENT TO ARBITRATE IS FOUND UNENFORCEABLE OR TO NOT APPLY FOR A GIVEN DISPUTE, OR IF YOU OPT OUT OF THE AGREEMENT TO ARBITRATE IN ACCORDANCE WITH SECTION 10.5, THEN THE PROCEEDINGS MUST BE BROUGHT EXCLUSIVELY IN THE SATE AND FEDERAL COURTS COVERING CHICAGO, ILLINOIS, AS APPROPRIATE, AND YOU AGREE TO SUBMIT TO THE PERSONAL JURISDICTION OF EACH OF THESE COURTS FOR THE PURPOSES OF LITIGATING SUCH CLAIMS OR DISPUTES, AND YOU STILL WAIVE YOUR RIGHT TO A JURY TRIAL, WAIVE YOUR RIGHT TO INITIATE OR PARTICIPATE IN A CLASS OR COLLECTIVE ACTION AND REMAIN BOUND BY ANY AND ALL LIMITATIONS OF LIABILITY AND DAMAGES INCLUDED IN THE APPLICABLE AGREEMENTS.
  • Time to Bring Claim. ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING IN ANY WAY TO THE AGREEMENTS, YOUR ACCESS TO, PARTICIPATION IN OR USE OF OUR OFFERINGS, OR YOUR DEALINGS WITH THE RELEASED PARTIES MUST BE COMMENCED IN ARBITRATION OR LITIGATION (AS APPLICABLE) WITHIN TWO (2) YEARS AFTER THE CAUSE OF ACTION ACCRUES. AFTER THAT TWO (2) YEAR PERIOD, SUCH CAUSE OF ACTION OR CLAIMS IS PERMANENTLY BARRED. SOME JURISDICTIONS DO NOT ALLOW TIME LIMITATIONS OTHER THAN THOSE SET FORTH IN SUCH STATE’S STATUTE OF LIMITATIONS. IN SUCH CASES, THE APPLICABLE STATUTE OF LIMITATIONS PROVIDED FOR UNDER THE LAWS OF SUCH STATE SHALL APPLY.
  • Prevailing Party. IN ANY ARBITRATION PROCEEDING OR LITIGATION (AS APPLICABLE) BETWEEN YOU AND THE RELEASED PARTIES IN CONNECTION WITH ANY OF THE AGREEMENTS, YOUR ACCESS TO, PARTICIPATION IN OR USE OF OUR OFFERINGS, OR YOUR DEALINGS WITH THE RELEASED PARTIES, THE PREVAILING PARTY WILL BE ENTITLED TO RECOVER ITS REASONABLE ATTORNEYS’ FEES AND COSTS IN SUCH ARBITRATION OR LITIGATION (AS APPLICABLE) FROM THE OTHER PARTY.
  1. NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
    • Sales Assembly Policy. Sales Assembly respects the intellectual property rights of others. You must ensure that Your Content does not infringe any third party’s copyright. We will remove Your Content and other materials on or available through our Offerings in accordance with the Digital Millennium Copyright Act (“DMCA”) upon receipt of proper notices that Your Content or other materials on or available through our Offerings infringe a third party’s copyright. Additionally, subject to Section 11.4 below, we will terminate your account if you are a repeat infringer.
    • Notice of Infringement. If you are a copyright owner or an agent thereof and believe that any user submission or other content on or available through our Offerings infringes upon your copyrights, you may submit a notification pursuant to the DMCA to the address provided below. Such notification must contain the following:
      • a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
      • identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
      • identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit us to locate the material;
      • information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
      • a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
      • a statement that the information in the notification is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Sales Assembly may disclose DMCA notices to affected users and third party databases that collect information about copyright takedown notices.

  • Counter Notifications. If Your Content is removed pursuant to a notice of copyright infringement and you want to challenge the removal, you must provide us a counter notification to the address provided below. Such counter-notification must contain the following:
    • information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an electronic mail address;
    • a description of the material that was removed and where the material previously appeared on or through our Offerings reasonably sufficient to permit us to identify the material;
    • a statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification;
    • a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located, or, if your address is outside the United States, any judicial district in which Sales Assembly may be found (the United States District Court for the Northern District of Illinois) and that you will accept service of process from the person who provided the original DMCA notice or an agent of that person; and
    • your physical or electronic signature.

We will forward any complete counter-notification to the person who provided the initial DMCA notice. The copyright owner(s) may elect to file a lawsuit against you for copyright infringement. If we do not receive notice that such a lawsuit has been filed within ten (10) business days after we provide notice of your counter-notification, we may, but are not obligated to, restore Your Content and other materials. Until that time, Your Content and other materials will remain removed.

  • Repeat Infringers. Without limiting anything else in the Agreements, we will terminate your account if you receive three (3) DMCA Takedown Actions. A “DMCA Takedown Action” occurs each time Your Content or other materials are removed due to a DMCA notice. We may group multiple DMCA notices received in a short period of time as a single DMCA Takedown Action. We may remove a DMCA Takedown Action in appropriate circumstances, such as where: (1) the material is restored due to a DMCA counter-notification; or (2) the party who provided the DMCA notice withdraws their complaint.
  • Address for Notices. DMCA notices and counter-notifications may be sent to our designated agent, Jeff Rosset at the following addresses:

By email to: [email protected]

By mail to: Jeff Rosset

Attn: Sales Assembly, LLC

222 W. Merchandise Mart Plaza, #1212

Chicago, IL 60654

  1. ADDITIONAL TERMS
    • Governing Law. These Terms are governed by the laws of the state of Illinois, without giving effect to any principles of conflicts of laws.
    • Electronic Communications. The communications between you and Sales Assembly use electronic means, whether you access, participate in or use our Offerings or send us emails, or whether we post notices on our Websites or communicate with you via email. For contractual purposes, you: (1) consent to receive communications from us in electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically, including, but not limited to, the Rules, satisfy any legal requirement that such communications would satisfy if they were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.
    • If any part of these Terms are determined to be invalid or unenforceable pursuant to applicable law, including, without limitation, any warranty disclaimers set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the applicable Terms shall continue in effect.
    • Our failure to enforce any provision of these Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.
    • Admissibility of Terms. A printed version of these Terms and of any notice given in electronic form shall be admissible in arbitration, judicial and administrative proceedings based upon or relating to these Terms to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
    • We reserve the right to transfer, assign, sublicense or pledge these Terms, in whole or in part, to any person without notice, provided that any such assignment will be on the same terms or terms that are no less advantageous to you. You may not assign, sublicense or otherwise transfer in any manner whatsoever any of your rights or obligations under these Terms.
    • The section headings and sub-headings contained in these Terms are for convenience only and have no legal or contractual effect.
    • If you have any questions or concerns about our Offerings or these Terms, please email us at [email protected]