ACCESS TO THE SERVICES

1.1 Service. SalesNest will make the Services and Service Data available pursuant to this Agreement and the applicable Service Order(s) and Documentation in accordance with Subscriber’s Service Plan. SalesNest will use commercially reasonable efforts to make the Services available twenty-four (24) hours a day, seven (7) days a week, except during (a) Planned Downtime (of which SalesNest will give advance notice via the Site or to the Account owner); and (b) Force Majeure Events.

1.2 Support. SalesNest will, at no additional charge, provide Subscriber standard customer support for the Services as detailed on the applicable Site and Documentation. If purchased by Subscriber, SalesNest will provide upgraded support or support that includes service level agreements.

1.3 Professional Services. Upon Subscriber’s request, SalesNest may provide Professional Services subject to the terms and conditions.

1.4 Modifications. Subscriber acknowledges that SalesNest may modify the features and functionality of the Services during the Subscription Term. SalesNest shall provide Subscriber with thirty (30) days’ advance notice of any deprecation of any material feature or functionality. SalesNest will not materially decrease the overall functionality of the Services purchased by Subscriber during the Subscription Term.

1.5 Additional Features. SalesNest will notify Subscriber of applicable Supplemental Terms or alternate terms and conditions prior to Subscriber’s activation of any Additional Features. Subscriber’s activation of any Additional Features in Subscriber’s Account will be considered acceptance of the applicable Supplemental Terms or alternate terms and conditions where applicable.

1.6 Extension of Rights to Affiliates. Subscriber may extend its rights, benefits and protections provided herein to its Affiliates and to contractors or service providers acting on Subscriber’s or Subscriber’s Affiliates’ behalf, provided that Subscriber remains responsible for their compliance hereunder. An Affiliate may also directly purchase Services or Professional Services pursuant to the terms of this Agreement provided that such Affiliate (i) executes a Service Order or Statement of Work for such Services or Professional Services; and (ii) agrees to be bound by the terms of this Agreement as if it were an original party hereto. Subscriber also agrees that it will be responsible for its Affiliates’ compliance with this Agreement. Subscriber hereby authorizes SalesNest to share the content of this Agreement with Subscriber’s Affiliates.

SECTION 2. USE OF THE SERVICES

2.1 Login Management. Access to and use of certain Services is restricted, such as to the specified number of individual Agents permitted under Subscriber’s subscription to the applicable Service, as detailed in the Documentation. For Services that are Agent-based, Subscriber agrees and acknowledges that an Agent Login cannot be shared or used by more than one (1) individual per Account. However, Agent Logins may be reassigned to new individuals replacing former individuals who no longer require ongoing use of the Services. Subscriber and Agents are responsible for maintaining the confidentiality of all Agent Login information for an Account. Absent a written license from SalesNest expressly stating otherwise, Subscriber agrees and acknowledges that Subscriber may not use the Services, including but not limited to the API, to circumvent the requirement for an individual Agent Login for each individual who (a) leverages the Services to interact with End-Users; (b) processes data related to interactions with End-Users; or (c) processes data related to interactions originating from a Non-SalesNest Service that provides functionality similar to functionality provided by the Services and which would, pursuant to this Agreement, require an individual Agent Login, if utilizing the Services for such interaction. Further, Subscriber shall not use the API or any Software in such a way to circumvent applicable Service Plan restrictions or Agent licensing restrictions that are enforced in the Service user interface. SalesNest reserves the right to charge Subscriber, and Subscriber hereby agrees to pay, for any overuse of a Service in violation of this Agreement or the Service Plan features and limitations on the Site or Documentation, in addition to other remedies available to SalesNest.

2.2 Compliance. As between Subscriber and SalesNest, Subscriber is responsible for compliance with the provisions of this Agreement by Agents and End-Users and for any and all activities that occur under an Account, which SalesNest may verify from time to time. Without limiting the foregoing, Subscriber will ensure that its use of the Services is compliant with all applicable laws and regulations as well as any and all privacy notices, agreements or other obligations Subscriber may maintain or enter into with Agents or End-Users.

2.3 Content and Conduct. Subscriber agrees to comply with the SalesNest User Content and Conduct Policy (as defined below) which is hereby incorporated into this Agreement. Further, in Subscriber’s use of the Services Subscriber agrees not to (a) modify, adapt, or hack the Services or otherwise attempt to gain unauthorized access to the Services or related systems or networks; (b) attempt to bypass or break any security or rate limiting mechanism on any of the Services or use the Services in any manner that interferes with or disrupts the integrity, security or performance of the Services and its components; (c) attempt to decipher, decompile, reverse engineer or otherwise discover the source code of any Software making up the Services; or (d) to the extent Subscriber is subject to the US Health Insurance Portability and Accountability Act of 1996, and its implementing regulations (HIPAA), use the Services to store or transmit any “protected health information” as defined by HIPAA, unless expressly agreed to otherwise in writing by SalesNest.

2.4 System Requirements. A high-speed Internet connection is required for proper transmission of the Services. Subscriber is responsible for procuring and maintaining the network connections that connect Subscriber’s network to the Services including, but not limited to, browser software that supports protocols used by SalesNest, including the Transport Layer Security (TLS) protocol or other protocols accepted by SalesNest, and to follow procedures for accessing services that support such protocols. SalesNest is not responsible for notifying Subscriber, Agents or End-Users of any upgrades, fixes or enhancements to any such software or for any compromise of data, including Service Data, transmitted across computer networks or telecommunications facilities (including but not limited to the Internet) which are not owned, operated or controlled by SalesNest. SalesNest assumes no responsibility for the reliability or performance of any connections as described in this Section.

2.5 Internal Business Purposes Only. Unless otherwise authorized by SalesNest in this Agreement or expressly agreed to otherwise in writing by SalesNest, Subscriber may not use the Services in any manner where Subscriber acts as a service bureau or provides any outsourced business process services on behalf of more than one (1) third party (other than Affiliates) through a single Account. This provision is not intended to prevent or inhibit the use of the Services to provide business support to multiple End-Users; however, Subscriber agrees not to license, sublicense, sell, outsource, rent, lease, transfer, assign, distribute, time-share or otherwise commercially exploit or resell the Services to any third party, other than authorized Agents and End-Users in furtherance of Subscriber’s internal business purposes as expressly permitted by this Agreement, unless expressly agreed to otherwise in writing by SalesNest. Without limiting the foregoing, Subscriber’s right to access and use the API is also subject to the restrictions and policies implemented by SalesNest from time to time with respect to the API as set forth in the Documentation or otherwise communicated to Subscriber in accordance with this Agreement.

2.6 No Competitive Access. Subscriber may not access the Services for competitive purposes or if Subscriber is a competitor of the SalesNest Group.

2.7 The provision and use of certain Services are subject to SalesNest’s Service-Specific Terms.

2.8 Region-Specific Supplemental Terms. The provision and use of the Services in certain jurisdictions are subject to SalesNest’s Region-Specific Terms.

2.9 In-Product Cookies. Whenever Subscriber, its Agents or End-Users interact with the Services, SalesNest’s In-Product Cookie Policy applies.