Terms of Service
These Terms of Service (these “ToS”) govern the relationship between the Company (as defined below) and each of the following:
- (1) Each subscriber organization (a “Subscriber”) pursuant to an order (“Order”) for a subscription to the Services (defined below), into which these ToS are incorporated by reference; and
Each Subscriber and the Operator are collectively referred to herein as “You.”
AS USED IN THE TOS, “SERVICES” MEANS EITHER (1) THE PROPOSALPATH ONLINE SERVICE AND/OR (2) THE STS CLOUD ONLINE SERVICE OR BOTH, AS APPLICABLE, AS SPECIFIED IN THE SUBSCRIBER’S ORDER; AND “WE”, “US”, OR THE “COMPANY” MEANS EITHER BLUEBUZZARD TECHNOLOGY GROUP, INC., OR SALESANDCATERING.COM LLC, WHICHEVER ONE HAS ENTERED INTO THE ORDER WITH SUBSCRIBER. SOLELY THE COMPANY (AS DEFINED ABOVE) IS A PARTY TO THE TOS, THE OTHER ENTITY BEING EXPRESSLY EXCLUDED. YOUR RIGHTS TO ACCESS AND USE THE SERVICES ARE LIMITED TO THE SPECIFIC SERVICES TO WHICH A SUBSCRIPTION IS GRANTED PURSUANT TO THE APPLICABLE ORDER.
1. Contractual relationship; Other applicable documents
Welcome to the Services. Everyone who subscribes to or uses the Services – even on a trial basis – is subject to the ToS. The Company owns and/or operates the website through which the Services are accessed, and related mobile sites, websites, mobile or desktop applications, content, and products and services, through which the Services may be provided, including without limitation your Subscriber Site (as applicable), as defined below (collectively, the “Website”).
The Company may amend the ToS from time to time, effective upon posting of such updated ToS at this URL, and each of you and the Subscriber are responsible to check for amendments hereto. All use subsequent to any such amendment is subject to the amended ToS.
Each Subscriber is responsible for all use of the Services under such Subscriber’s account and for the activities of each of its respective Operators, including without limitation that any breach of the ToS by any Operator shall be deemed a breach by the respective Subscriber.
Except as otherwise provided by the applicable purchase order or another document manually executed (by application of an actual signature) by an authorized representative of the Company, you may not resell or redistribute the Services or any Materials, use the same in a service bureau fashion, or reproduce, duplicate, or copy any portion of the Services.
2. Description of services; access; consent to communications
The Company provides each Subscriber to the Services and each Subscriber’s Operators with a set of website pages within the Website (each a ” Subscriber Site”). A Subscriber Site includes tools that enable the creation and formatting of electronic documents (“Proposals”) to be conveyed by electronic mail to potential customers. Unless explicitly stated otherwise, any new features that augment or enhance the current Services, including the release of new tools and resources, shall be subject to the ToS.
You (or as applicable the Subscriber) are responsible for obtaining any data network access necessary to use the Services. Internet usage, mobile data and messaging rates and fees may apply if you access or use the Services from your device or if you sign up to receive messages or reminders via mobile messaging services. You (or as applicable the Subscriber) are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Services and any updates thereto. The Company does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications, for which the Company shall have no responsibility or liability.
The Company reserves the right, in its sole and absolute discretion, to (a) modify, suspend, or discontinue all or any portion of the Website or the Services, or anything offered on or through the Website, including but not limited to the features, look and feel, functional elements and related items or (b) terminate your access to the Website or Services, each of the foregoing at any time and for any reason, with or without prior notice (provided that the Subscriber may be due a prorated refund if such termination did not arise out of your or the Subscriber’s breach of applicable legal terms or related events).
3. Login credentials and related information
In order for you to use the Service, we must provision a Subscriber account, after which the Subscriber may provision login credentials for each Operator or user of the Service, including without limitation by providing an email address as a user name, and you will then select an associated password. The information pertaining to your access credentials and all other information provided pertaining to your access to the Services (“User Information”) must be accurate and kept up to date.
In addition, each Subscriber must provide payment card information (as applicable, subject to other payment methods permitted by the Company, and not required for trial/evaluation access) and related subscriber account information, including without limitation billing information, purchase order number, admin/Subscriber email address, legal business name, and other required information (“Subscriber Information,” and, collectively with the User Information, “Registration Data”). All Subscriber Information must be accurate and kept up to date. Each Subscriber is responsible to assure that each of its respective Operators or other users have agreed to the ToS and that all of its User Information is accurate and kept up to date.
You are responsible for maintaining the confidentiality of your respective login credentials, and are fully responsible for all activities that occur under such credentials. You agree to (a) immediately notify the Company of any unauthorized use of your login credentials any other actual or suspected breach of security, and (b) ensure that you log out from the Services at the end of each session. The Company is not liable for any injury, loss, or damage of any kind arising from or relating to any failure to comply herewith or for any acts or omissions by you or someone else using your login credentials.
As a condition to your use of the Services, you agree to: (a) provide true, accurate, current and complete Registration Data as prompted by the Service’s forms and templates, and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you violate any of the foregoing or the Company has reasonable grounds to suspect such a violation, the Company may suspend or terminate your account and refuse any and all current or future use of the Services (or any portion thereof).
4. Payment and billing terms
Except as otherwise expressly provided on the applicable purchase order, the Company invoices and collects on a prepaid basis for use of the Services. All currency references are in U.S. dollars. Unless the applicable purchase order expressly provides to the contrary, payment for the Services is invoiced and due on a recurring basis through the term of your subscription (as indicated on the applicable purchase order) and all payments are non-refundable, and there are no credits for partial periods of usage. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and the Subscriber shall be responsible for payment of all such taxes, levies, or duties, excluding any taxes assessed on the net income of the Company.
If Subscriber is paying by payment card, and if such payment card is invalid, we will notify the Subscriber and attempt to change the card again in 72 hours. If it is invalid again, the Subscriber will have 72 hours to provide a new card. If that one is invalid, the Services may be suspended. At anytime payment has not been received within fifteen (15) days of its due date, Services will be suspended until such time as all past due amounts have been paid.
5. Term and termination
After any cancellation, termination, or expiration of a subscription term, except a termination arising out of a breach by Subscriber or you (upon which your access to the Services and the Subscriber Site may be immediately deactivated): (a) Subscriber will maintain read-only access to the Services for a period of sixty (60) days thereafter, after which all access to the Services and the Registration Data, and all login credentials under such subscription shall be deactivated; and (b) the Company will maintain Subscriber’s usage data for six months after cancellation, termination, or expiration, after which all applicable information, content, and data, including Registration Data, shall be permanently deleted and inaccessible.
Without limitation to the foregoing, the Company may, without prior notice, immediately terminate or suspend access to the Services upon (a) any breach or violation of the Applicable Agreements by you, (b) a request by law enforcement or other government agencies. In addition, the Company may suspend or discontinue the Services, at any time, and without cause, provided that if the Company discontinues a Subscriber’s access to the Services without a breach of the TOS, the Subscriber may have a right to a refund of a prorated portion of fees paid for any unfulfilled subscription period, as reasonably determined by the Company.
All rights of the Company hereunder are without limitation as to remedies available. Further, all determinations as to cause for termination or suspension shall be made in good faith and in the Company’s sole discretion and the Company shall not be liable to you or any third-party for any suspension or termination of any login credentials, accounts or any access to the Services.
6. Legal compliance
Subscriber is responsible for all activity occurring under its subscription and each set of login credentials issued or provisioned thereunder, and you are responsible for all activity occurring under your login credentials. You shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Services, including those related to data privacy and security. Without limitation to the foregoing, you shall comply with (a) local laws and rules regarding online conduct and acceptable Content (defined below), and (b) laws regarding the transmission or other export of data (whether personal, technical, or otherwise) from the United States or the country from which you access the Services.
The Website and Services, and all rights therein, and all material on or available from the Services, including without limitation all data, text, photos, videos, graphics, logos, software, or other content (collectively, “Materials”), except for content uploaded or input by you or Subscriber, are and shall remain the property of the Company or its licensors. No Materials may be copied, republished, uploaded, posted, transmitted, distributed in any way, or modified. The Website, Services, and Materials are protected by copyright, trademark, trade dress, patent, trade secret, international treaties, or other proprietary rights and laws of the United States and other countries. The Company enforces its intellectual property rights to the fullest extent under law. Except as expressly provided herein or in the Subscriber’s purchase order for the Services, no license of any rights is granted to you in or to the Website, Services, or Materials; or to use the Company‘s or its licensors’ name, brands, logos, product or service names, trademarks, or services marks.
You acknowledge and agree that the Services and any software used to provide, or otherwise used in connection with, the Services contains proprietary and confidential information of the Company or its licensors which is protected by applicable intellectual property and other laws.
Without limitation to the foregoing, you may not (a) remove any copyright, trademark or other proprietary notices from any portion of the Website, Services, or Materials; reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Website, Services or Materials; decompile, reverse engineer or disassemble the Website, Services or Materials or otherwise reduce any executable code to a human-perceivable form for any purpose, including without limitation to build a product or service competitive with the Services; or link to, mirror or frame any portion of the Website, Services, or Materials; cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Website, Services, or Materials or unduly burdening or hindering the operation or functionality of any aspect of the Website, Services, or Materials, or performing any of the same manually, other than for bona fide search engine operation for the purpose of linking search engine operators to the Website.
8. Content and conduct; Rules and obligations
All information, data, text, software, music, sound, photographs, graphics, video, messages, goods, products, services or other materials provided or posted by Subscriber or you (“Content”) are the sole responsibility of Subscriber or you, respectively, and accordingly you, and not the Company, are entirely responsible for all Content that you upload, post, transmit or otherwise make available via the Services. Without limitation to the foregoing, while the Company may provide functions and features relating to the creation and distribution of proposals, contracts, or other documents for approval or signature (including sample content therefor), use thereof is solely at your risk and at the risk of the Subscriber, and you acknowledge that the Company provides the same solely for convenience and is not providing legal, accounting, or other professional services. You must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content.
The Company does not guarantee the accuracy, integrity or quality of any Content, any Materials, or any other materials or information available on or through the Services, or any accurate or uninterrupted transmission thereof, and under no circumstances will the Company be liable in any way for any Content, any Materials, or any other materials or information available on or through, or transmitted by, the Services, including, but not limited to, for any errors or omissions in any Content or the transmission thereof, or for any loss or damage of any kind incurred as a result of the use or transmission of any Content or any Materials. You acknowledge that provision of the Services, including processing and transmission of content, may involve transmission over various networks; and changes to Content to conform to technical requirements of connecting networks or devices.
The Company does not pre-screen Content, but shall have the right (but not the obligation) in its sole discretion to refuse or remove any Content within the Service, including without limitation any Content that violates the ToS or is otherwise objectionable. The Company may preserve Content and may also disclose Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process; (b) enforce the ToS; (c) respond to claims that any Content violates the rights of third-parties; or (d) protect the rights, property, or personal safety of the Company, its operators, or the public.
You will not:
- (a) upload, post, transmit or otherwise make available any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
- (b) harm minors or any other person in any way;
- (c) impersonate any person or entity, including, but not limited to, a Company official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- (d) forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content;
- (e) upload, post or otherwise transmit any Content that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
- (f) upload, post or otherwise transmit any Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party;
- (g) upload, post, or transmit unsolicited commercial email or “spam”. This includes unethical marketing, advertising, or any other practice that is in any way connected with “spam”, such as (1) sending mass email to recipients who have not requested the same or with a fake return address, (2) promoting a site with inappropriate links, titles, descriptions, or (3) promoting your site by posting multiple submissions in public forums that are identical;
- (h) upload, post or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
- (i) interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
- (j) violate any applicable local, state, national or international law;
- (k) “stalk” or otherwise harass another;
- (l) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals;
- (m) offer for sale or sell any item, good or service that (1) violates any applicable federal, state, or local law or regulation, (2) you do not have full power and authority under all relevant laws and regulations to offer and sell, including all necessary licenses and authorizations, or (c) the Company determines in good faith, in its sole discretion, is inappropriate for sale through the Services;
- (n) exceed the scope of the Services applicable to your or Subscriber’s subscription for Services;
- (m) attempt to gain unauthorized access to or impair any aspect of the Website, Services, or Materials or related systems or networks; or
- (o) combine the Website, Services, or Materials with any other data or information for the purpose, or with the result, of determining the identity or other personal information of any person who provided information or data which was then anonymized, or otherwise violating the letter or spirit of the ToS.
In addition to features pertaining to the transmission of proposals and agreements, the Services may include payment card or other payment processing via third-party processors; the Subscriber is solely responsible for the provisioning and control of administrative access to the Services which may include the ability to see or determine payment card numbers or similar financial information, and the Subscriber is solely responsible for any breach or other unauthorized availability of such payment card or other financial information of Subscriber’s clients and other trading partners. Without limitation to the foregoing, Subscriber must maintain as current, with extreme prudence and caution, all administrative privileges with access to financial information, and immediately terminate such access if applicable users are no longer with Subscriber’s organization or their roles are modified such that such access is no longer appropriate or required.
9. Additional software and materials
With respect to any additional software or other materials that may be made available by the Company in connection with the Services, if you elect to download or access such additional material, you understand that you may have to agree to additional terms and conditions applicable thereto.
You agree to indemnify and hold the Company and its parents, subsidiaries, and affiliates, andits and their respective directors, managers, owners, officers, agents, co-branders or other partners, and employees, harmless from and against any and all claims, allegations, demands, suits, and proceedings (collectively, “Claims”), and from and against any liability, judgments, awards, damages, settlements, fees and costs (including attorney’s fees) incurred in connection with any such Claims, brought or asserted by any third party due to or arising out of your Content, your use of the Service, your activities or those of any of your invitees or other users on your behalf or through you, your network connection to the Service, your violation of the ToS or applicable law, your negligence, or your violation of any rights of another.
12. Disclaimers; Limitation of liability
THE SERVICES, WEBSITE, ALL DATA, AND SOFTWARE, AND OTHER MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY AND ITS SUPPLIERS DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THE TOS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE ACCURATE, UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SERVICES, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU.
IN NO EVENT SHALL THE COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DIRECT, SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY ADVANTAGE) ARISING OUT OF THE SERVICES, THE TOS, OR THE USE OF OR INABILITY TO USE THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF RECOVERY. YOU ARE SOLELY RESPONSIBLE FOR THE BACKUP OF YOUR DATA AND CONTENT. THE COMPANY SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY, OR LOSSES ARISING OUT OF: (A) YOUR USE OF OR RELIANCE ON THE SERVICES OR ANY DATA OR YOUR INABILITY TO ACCESS OR USE THE SERVICES; (B) ANY INACCURACY IN ANY DATA OR INFORMATION AVAILABLE THROUGH THE SERVICES; OR (C) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER, OR BETWEEN YOU AND ANY THIRD PARTY YOU CONTACT AS A RESULT OF YOUR USE OF THE SERVICES, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF ANY PART OF THIS LIMITATION ON LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, THEN THE AGGREGATE LIABILITY OF THE COMPANY UNDER SUCH CIRCUMSTANCES FOR LIABILITIES THAT OTHERWISE WOULD HAVE BEEN LIMITED SHALL NOT EXCEED THE LOWEST LIMITATION OF LIABILITY ALLOWED BY LAW, OR, IN THE EVENT SUCH AMOUNT IS NOT PRESCRIBED BY LAW, ONE HUNDRED DOLLARS ($100).
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM THE SERVICES SHALL CREATE ANY REPRESENTATION, WARRANTY, OR PROMISE OF THE COMPANY NOT EXPRESSLY STATED IN THE TOS OR APPLICABLE ORDER.
13. Choice of law
The ToS and all orders for Services subscriptions are governed by the laws of the State of Illinois, without reference to its conflicts of laws or choice of law principles. Any legal suit, action or proceeding arising out of or related to the ToS shall be instituted exclusively in the federal courts of the United States or the courts of Illinois, in each case located in Chicago, Illinois, and each party irrevocably submits to the consent to the exclusive jurisdiction of such courts, agrees to accept service of process by mail, and waives any jurisdictional or venue defenses otherwise available; provided that actions for equitable relief, specific performance, or the like may be brought where necessary for enforcement. If any action at law or in equity is necessary to enforce or interpret the rights arising out of or relating to the ToS, the prevailing party shall be entitled to recover reasonable attorney’s fees, costs, and necessary disbursements in addition to any other relief to which it may be entitled. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the ToS must be filed within one (1) year after such claim or cause of action arose or be forever barred.
Notices to you may be made either via email or by transmission through your Subscriber Site. The Services may also provide notices of changes to the ToS or other matters by displaying notices or links to notices to you via the Services. You may not assign the ToS. Any purported assignment in violation of the foregoing shall be void. The Company may assign the ToS, including any portion of or all of the rights set forth herein, without your consent. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, the Company or any third-party as a result of the ToS, or use of the Services. If any provision of the ToS is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. The Company’s failure to enforce any right or provision in the ToS shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. In the ToS, the singular shall include the plural, and the plural shall include the singular; the neuter gender shall include male and female, a corporation or other entity, all as the context and meaning of the ToS may require; “includes” means “includes without limitation”.
Please report any violations of the ToS to support [@] salesandcatering.com.
The Website and Services are (a) with respect to Proposalpath, copyright 2004-2022 Bluebuzzard Technology Group, Inc., and (b) with respect to STS Cloud, copyright 2017-2022, SalesandCatering.com, LLC. All rights reserved.