TERMS OF SUBSCRIPTION AGREEMENT

BY CLICKING THE "SIGN UP" BUTTON DISPLAYED AS PART OF THE ORDERING PROCESS, YOU AGREE TO THE FOLLOWING TERMS AND CONDITIONS GOVERNING YOUR USE OF THE SALESNOW SERVICE, INCLUDING OFFLINE COMPONENTS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST SELECT THE "I DECLINE" BUTTON AND MAY NOT USE THE SERVICE.

Welcome to the SalesNOW Service

As a SalesNOW Subscriber you get use of the SalesNOW Service, the industry leading customer contact and deal management tool designed for use on the Android®, BlackBerry®, iPhone® and iPad® devices and the internet. The SalesNOW Service includes an Internet browser portal to the SalesNOW website, an interface for the BlackBerry®, iPhone®, iPad® and Android® devices and data encryption, transmission, access and storage.

1. Subscription to Service

a) Subscription. Subscription for, or use of, the Service, is your agreement to abide by these terms of agreement, including all terms and conditions published on the SalesNOW Website, including but not limited to SalesNOW's privacy and security policies, all of which are hereby incorporated by reference.

b) Accounts. Each Subscriber will be allocated an account and the Service will be provided through that account. Subscriber may open additional accounts, subject to such terms and charges as SalesNOW determines from time to time and the terms of this agreement apply to each account.

c) Support. SalesNOW will provide the level of support purchased by its subscribers. SalesNOW reserves the right to modify any of the support levels offered and will provide notice of any changes to a level of support by posting notice of the changes on SalesNOW’s website.

2. Definitions

In this agreement:
BlackBerry® is a registered trade-mark of Research in Motion Limited and refers to the BlackBerry® device.
iPhone® is a registered trade-mark of Apple Inc. and refers to the iPhone® device.
SalesNOW means SalesNOW a division of Interchange Solutions Inc. and its successors and assigns, and is a trade-mark of Interchange Solutions Inc.
SalesNOW Content includes, but is not limited to the visual information, forms, documents, products and services made available or accessible by SalesNOW to the Subscriber in the course of setting up and using the Service.
SalesNOW Subscriber Website is the Website portal to access the SalesNOW Service using an Internet browser.
Service is the SalesNOW Service described above and includes the Solo Edition, Web Edition, Enterprise Edition and Business Edition.
Software means computer software supplied by SalesNOW to the Subscriber for installation on the Subscriber’s mobile device® device.
Subscriber means the individual or entity that has purchased the Service .
Subscriber Data is data entered into or filed in the SalesNOW database under the Subscriber’s account in the course of using the Service, including and not limited to customer, contact and deal information, and Subscriber’s e-mail messages processed through the Subscriber’s account.
Subscription Fees means all charges levied by SalesNOW for use of the Service, and all other charges incurred by Subscriber under this or any other agreement with SalesNOW.
Website is the Internet World Wide Web site "www.SalesNOW.com" and such other websites or domain names as SalesNOW may designate from time to time.

3. License Grant & Restrictions

a) Limited Single User License. Subject to payment of Subscription Fees and compliance with the terms and conditions of this agreement, SalesNOW hereby grants Subscriber for each account (1) a non-exclusive, non-transferable, worldwide right to access the SalesNOW Subscriber Website and use the Service for Subscriber's own internal business purposes, subject to the terms and conditions of this agreement; and (2) a non-exclusive, non-transferable, license to install, store (for back-up purposes only), and use one copy of the Software, subject to the terms and conditions of this agreement, on one Wireless device. As used herein, the term “Computer” means a single user personal computer connected to the internet, and the term “Wireless device” means a BlackBerry®/iPhone® device. In the event Subscriber intends to use or uses the Software on more than one Wireless device, or permits access to the SalesNOW Subscriber Website by someone other than the Subscriber, or any combination thereof, a separate subscription must be purchased and account opened and paid for each such multiple use. In the event of simultaneous use, a separate subscription must be purchased and account opened and paid for each instance of possible simultaneous execution. A subscriber license cannot be shared or used by more than one individual Subscriber. All rights not expressly granted to Subscriber are reserved by SalesNOW.

b) Prohibited Activities. Subscriber shall not (1) license, sub-license, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the SalesNOW Content in any way; (2) modify or make derivative works based upon the Service or the SalesNOW Content; (3) attempt to access or use or access or use the account or any data of other subscribers, or any other SalesNOW systems, programs or data that are not made available for Subscriber use; (4) create Internet "links" to the Service or "frame" or "mirror" any SalesNOW Content on any other server, networked device or Internet accessible device; or (5) reverse engineer or access the Service in order to build a competitive product or service, build a product using similar features, ideas, functions or graphics of the Service, or copy any features, ideas, functions or graphics of the Service; or (6) utilize or access the SalesNOW Subscriber Website, or use the Software, except in accordance with the limited license granted herein, or permit any other person to do so using a Wireless device or Computer under the control of the Subscriber.

The Subscriber may use the Service only for its internal business purposes and shall not: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights; (iii) send or store any information that Subscriber is not entitled to possess at law; (v) use the Service in the furtherance of, or to assist any person in conducting or planning, any illegal activity; (iv) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (v) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (vi) attempt to gain unauthorized access to the Service or its related systems or networks.

4. Subscriber Access and Security

a) Subscriber Identification and Access. Each Subscriber will be assigned a unique username, password and account identification (“ID information”) to identify the Subscriber in any contact with SalesNOW. The Username and password will be required to enter the SalesNOW Subscriber Website to access, retrieve and manipulate Subscriber Data. Subscriber shall be fully responsible for security of its ID information. SalesNOW may grant access to Subscriber Data and information concerning the Subscriber’s account to any person utilizing at least two pieces of information making up a Subscriber’s ID information, or providing such other identification as SalesNOW in its sole determination considers satisfactory, without obligation to make any further enquiry as to the identity or authority of such person.

b) Account Activity. Subscriber is responsible for all activity occurring under its account and shall abide by all applicable laws, treaties and regulations in connection with Subscriber's use of the Service, including those related to data privacy, international communications and the transmission of technical or personal information. Subscriber shall (1) notify SalesNOW immediately of any unauthorized use of any ID information or account or any other known or suspected breach of security; (2) report to SalesNOW immediately and use reasonable efforts to stop immediately any copying or distribution of data that is known or suspected by Subscriber; and (3) not impersonate another SalesNOW Subscriber or provide false identity information to gain access to or use the Service.

5. Account Information and Data

a) Ownership of Subscriber Data. SalesNOW has and will make no claim to any ownership rights in the Subscriber Data. All Subscriber Data belongs to Subscriber.

b) Data Integrity. Subscriber, not SalesNOW, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Subscriber Data. Subscriber will ensure that the collection, retention and use of the Subscriber Data complies with all applicable laws, including privacy laws, and Subscriber warrants that it has and will have all necessary authorizations and consents to collection, retention and use of the Subscriber Data. SalesNOW may delete any Subscriber Data that SalesNOW is not satisfied meets the terms and conditions of this agreement, but shall not be liable for failure to do so. SalesNOW shall not be responsible or liable for the deletion, correction, destruction, damage, loss or failure to store or back up any Subscriber Data.

c) Retention and Deletion of Subscriber Data. SalesNOW may establish policies and time periods respecting the retention and deletion of Subscriber Data, and may delete Subscriber Data in accordance with such policies. The policies will be supplied to a Subscriber on request or may be posted on the Website. Within 30 days of termination of a subscription, other than by SalesNOW by reason of non-payment or breach of this agreement by Subscriber, and provided all monies due SalesNOW are paid in full, Subscriber may (1) request may request that SalesNOW retain the Subscriber Data and enter into an agreement with SalesNOW for such purpose at such charges and on such terms as SalesNOW determines from time to time; or (2) request a file of the Subscriber Data. Subscriber agrees and acknowledges that SalesNOW has no obligation to retain or deliver any backup of the Subscriber Data otherwise, and may delete all Subscriber Data, 30 days after termination.

6. Subscriber Setup Data

a) Equipment and Internet Access. Subscriber is responsible at its own expense for arranging on line remote access to the Internet and the world-wide web, either directly or through devices that access web based content, and paying any associated service fees, and for the acquisition, installation and operation of all necessary hardware, software and communications configuration required for the proper utilization of the Website as User, including a computer, modem or other access device, a mobile® device, an Internet browser, all of which meet or exceed the minimum technical requirements specified by SalesNOW from time to time.

b) Security of Subscriber's System. To avoid dissemination of computer viruses, worms and similar foreign data or programs (viruses), Subscriber is required to acquire or establish and maintain industry standard security software and internal programs. SalesNOW may provide assistance to Subscriber without any responsibility and liability, and notwithstanding such assistance, Subscriber shall be responsible for any damage cause by viruses emanating from its system.

7. SalesNOW Intellectual Property

a) Definitions. In this section “Intellectual Property Rights” means inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, industrial design rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world; and “SalesNOW Technology” means all proprietary technology of SalesNOW, including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information, made available by SalesNOW in providing the Service.

b) SalesNOW Rights. SalesNOW owns the right, title and interest, including all related Intellectual Property Rights, and Subscriber shall have no ownership in and shall not infringe the rights of SalesNOW, in and to, the SalesNOW Technology, the SalesNOW Content and the Service, and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Subscriber or anyone else relating to the Service. The SalesNOW name, and all derivations thereof, and all graphic representations thereof and logos, and the product names associated with the Service, now or hereafter used by SalesNOW, are trademarks of SalesNOW or third parties; and Subscriber is granted no right or license to their use and will not infringe thereon.

c) Service Forms and Documents. Subscriber acknowledges that it has no rights in the forms and documents prepared using the SalesNOW Content and SalesNOW Technology. Subscriber will not copy or use such forms and documents outside of the Service.

8. Subscription Fees and Charges

The Subscription is a monthly subscription which will continue until terminated by the Subscriber or SalesNOW. Subscription Fees are payable monthly in advance in accordance with the rates established by SalesNOW and in effect at the time a fee or charge becomes chargeable. SalesNOW reserves the right to modify its Subscription Fees and other charges and to introduce new charges at any time, upon at least 30 days prior notice. All taxes, levies, or duties imposed by taxing authorities are in addition to Subscription Fees and shall be paid by Subscriber. Charges will be in Canadian currency in Canada, and in US currency in the United States of America and elsewhere.

9. Billing Information and Payment

All charges are due when charged. Subscriber agrees to provide SalesNOW with (1) complete and accurate billing and contact information, to include Subscriber’s legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact; and (2) a valid authorization to charge a valid credit card account for all Subscription Fees and other charges. Subscriber agrees to update all information within 30 days of any change and to keep the credit card information and authorization current and valid so as to assure payment is made when charged to the credit card account. All Subscription Fees and other charges will be considered accepted by the Subscriber and final unless Subscriber gives SalesNOW notice of objection with details within 30 days of the date the charge was made. Subscriber agrees to pay interest of 1.5% per month compounded monthly on any outstanding unpaid balance on Subscriber’s account, or the maximum permitted by law, whichever is less, plus all expenses of collection. Subscriber will be responsible for all costs and expenses incurred in connection with collection of past due amounts, including collection fees, attorneys fees, and court costs.

10. Excess Data Storage Fees

The maximum disk storage space provided to Subscriber at no additional charge is 5 MB per User license. If the amount of disk storage required exceeds these limits, Subscriber will be charged the then-current storage fees. SalesNOW will use reasonable efforts to notify Subscriber when the average storage used per license reaches approximately 95% of the maximum; however, any failure by SalesNOW to so notify Subscriber shall not affect Subscriber’s responsibility for such additional storage charges. SalesNOW reserves the right to establish or modify its general practices and limits relating to storage of Subscriber Data.

11. Suspension of Subscription

In addition to any other rights granted to SalesNOW herein and any other legal remedies, SalesNOW reserves the right to temporarily or permanently suspend a Subscriber’s access to the Service (1) if any contact information Subscriber provided is false or fraudulent; (2) if any credit card charge is refused or reversed; (3) if the Subscriber’s account falls into arrears; (4) Subscriber is in continuing default of any term of this agreement; or (5) any unauthorized use of the Service is undertaken or attempted through Subscriber’s account; until such issue is rectified. The determination of whether grounds exist for suspension and whether the suspension should be lifted shall be the right of SalesNOW in its sole discretion. The Subscriber will continue to be charged Subscription Fees during any period of suspension. SalesNOW reserves the right to impose a reconnection fee if the Subscriber requests access to the Service at the conclusion of the suspension.

12. Termination

Subscriber may terminate a subscription at any time on not less than 5 days notice prior to the next monthly billing date. SalesNOW may terminate a subscription (1) without cause or reason at any time on not less than 30 days notice to Subscriber; or (2) immediately in the event of breach of this agreement or default in payment by Subscriber. In the case of free trials or time-limited promotion subscriptions, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination; and SalesNOW may terminate a free trial subscription at any time in its sole discretion. If an account remains suspended more than 30 days, the subscription will be automatically terminated unless SalesNOW determines otherwise.

13. Service Matters

a) Changes and Upgrades. The Service is under constant review by SalesNOW. SalesNOW may make changes or additions to the Service, implement additional functions and features, and delete functions and features, as it determines are appropriate. New features and functions or additional services may be offered to the Subscriber as an optional add-on at an additional charge and not included in the basic Service.

b) Suspension and Discontinuance.
SalesNOW reserves the right in its sole discretion to temporarily or permanently suspend, limit access to or discontinue the whole or any part of the Service, (1) on 30 days notice to a Subscribe or (2) without notice and immediately for technical maintenance or problem resolution or in the event SalesNOW is subject to or threatened with any legal claim by third parties, court order, governmental or regulatory order or sanction in any jurisdiction related to the Service. SalesNOW shall not be liable for any direct or indirect losses or costs arising from the suspension or discontinuance.

c) Backup Limitations and Technical Access. Subscriber acknowledges that SalesNOW is backing up all information and data stored on the Service on a nightly basis, but that it shall only maintain old back up files for a period of 72 hours from the latest time of back up. SalesNOW has no other responsibility or liability for the deletion or failure to store any of the Subscriber's Data maintained or transmitted by the Service. In the event of an error or technical problem with the Service, a service technician shall be permitted to access the Subscriber's Data as necessary to resolve the problem. SalesNOW reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

d) Internet and Communications. THE SALESNOW SERVICE IS SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. SALESNOW IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.


14. Representations and Warranties

Each party represents and warrants that it has the legal power and authority to enter into this agreement. Subscriber represents and warrants that all information supplied by it concerning Subscriber and Subscriber's personnel is correct, and that, to the best of Subscriber's knowledge and belief, Subscriber's use of the Service does not, directly or indirectly, infringe the legal rights of any third party and is not restricted or prohibited under all agreements to which Subscriber is a party.

15. Disclaimers

a) General Disclaimer. SalesNOW makes no representation, warranty, or guaranty as to the reliability, timeliness, quality, suitability, truth, availability, accuracy or completeness of the Service or any content. SalesNOW does not represent or warrant that: (1) the use of the Service will be secure, timely, uninterrupted or error-free or operate in combination with any other hardware, software, system or data; (2) the Service will meet Subscriber's requirements or expectations; (3) any stored data will be accurate or reliable; (4) errors or defects will be corrected; or (5) the Service or the server(s) that make the service available are free of viruses or other harmful components. The Service and all content is provided to Subscriber strictly on an "as is" basis. All conditions, representations and warranties, whether express, implied, statutory or otherwise, including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, or non-infringement of third party rights (save as otherwise specifically expressed in this agreement), are hereby disclaimed by SalesNOW to the maximum extent permitted by applicable law.

b) Information and Advice. No advice or information, whether oral or written, obtained by Subscriber from SalesNOW or through or from the Service shall create any warranty not expressly stated in this agreement.

16. Limitation of Liability

a) Disclaimer of Damages. In no event and under no circumstances shall SalesNOW, its directors, officers employees, agents and suppliers shall be liable: (1) for any indirect, incidental, consequential, aggravated, punitive or exemplary damages in any amount and arising from any cause (even if SalesNOW has been advised of the possibility of such damages), including but not limited to, damages for the loss of customers, contracts or business opportunities; loss of profits, goodwill, use or data; or other intangible losses.

b) Specific Disclaimers. SalesNOW will not be liable for any: (1) interruption of business; (2) access delays or access interruptions to the Service or inability to use the Service for any reason; (3) data non delivery, mis-delivery, corruption, loss, destruction or other modification; (4) unauthorized access or alteration of Subscriber's transmissions or data; (5) fees and expenses of third parties retained by the Subscriber;(5) events beyond SalesNOW's reasonable control; (5) conduct of any third party using the Service.
c) Maximum Liability. In no event shall SalesNOW's maximum aggregate liability exceed the total amount actually paid by Subscriber to SalesNOW for use of the Service for the twelve months preceding the first event giving rise to the liability.

17. Privacy & Security; Disclosure

SalesNOW's Privacy Policy, as in force from time to time, is applicable to all information SalesNOW receives, and is incorporated into this agreement. The Privacy Policy may be viewed at www.SalesNOW.com. The Privacy Policy is subject to any specific term of this agreement and any other specific agreement between the Subscriber and SalesNOW.

Individual users, when they initially log in, may be asked whether or not they wish to receive marketing and other non-critical Service-related communications from SalesNOW from time to time. They may opt out of receiving such communications at that time or at any subsequent time by changing their preference under Options. Note that because the Service is a hosted, online application, SalesNOW occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important announcements regarding the operation of the Service. If the Subscriber becomes a paying customer of the Service, the Subscriber agrees that SalesNOW can disclose the fact that the Subscriber is a paying customer and the edition of the Service that the Subscriber is using.

18. Third Party Interactions
During use of the Service, Subscriber may enter into correspondence with, purchase goods and/or services from, or participate in promotions of advertisers or sponsors showing their goods and/or services through the Service. Any such activity, and any terms, conditions, warranties or representations associated with such activity are solely between Subscriber and the applicable third-party. SalesNOW and its licensors shall have no liability, obligation or responsibility for any such correspondence, purchase or promotion between Subscriber and any such third-party. SalesNOW does not endorse any sites on the Internet that are linked through the Service. SalesNOW provides these links to Subscriber only as a matter of convenience, and in no event shall SalesNOW or its licensors be responsible for any content, products, or other materials on or available from such sites. SalesNOW provides the Service to Subscriber pursuant to the terms and conditions of this agreement. Subscriber recognizes, however, that certain third-party providers of ancillary software, hardware or services may require Subscriber’s agreement to additional or different license or other terms prior to Subscriber’s use of or access to such software, hardware or services.

19. Indemnification

a) By SalesNOW. SalesNOW shall indemnify and hold Subscriber and as applicable its officers, directors, employees and agents, harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including legal fees and costs) arising out of or in connection with: (1) a claim alleging that the Service directly infringes a copyright, a patent, or a trademark of a third party; (2) a claim, which if true, would constitute a violation by SalesNOW of its representations or warranties in this agreement; or (3) a claim arising from breach of this agreement by SalesNOW; provided in each such case that Subscriber: (1) promptly gives written notice of the claim to SalesNOW and in any case no later than two years after the date of the first event giving rise to the claim or one year after termination of Subscriber's subscription, whichever is earlier; (2) gives SalesNOW sole control of the defense and settlement of the claim (provided that SalesNOW may not settle or defend any claim unless it releases Subscriber of all liability); (3) provides to SalesNOW all available information and assistance; and (4) has not compromised or settled such claim. SalesNOW shall have no indemnification obligation, and Subscriber shall indemnify SalesNOW pursuant to this agreement, for claims arising from any infringement arising from the combination of the Service with any of Subscriber's products, service, hardware or business process(s).

b) By Subscriber. Subscriber shall indemnify and hold SalesNOW, and its affiliates, officers, directors, employees, attorneys and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with: (1) a claim alleging that use of the Subscriber Data infringes the rights of, or has caused harm to, a third party; (2) a claim, which if true, would constitute a violation by Subscriber of its representations and warranties; or (3) a claim arising from the breach by Subscriber of this agreement; provided in any such case that SalesNOW: (1) gives written notice of the claim promptly to Subscriber and in any case no later than two years after the date of the first event giving rise to the claim; (2) gives Subscriber sole control of the defense and settlement of the claim, (provided that Subscriber may not settle or defend any claim unless SalesNOW is unconditionally released of all liability and such settlement does not affect SalesNOW's business or Service); (3) provides to Subscriber all available information and assistance; and (4) SalesNOW has not compromised or settled such claim. In such case Subscriber shall provide all information SalesNOW requests concerning the case and SalesNOW shall be entitled to be separately represented and participate at its own expense if is so chooses.

20. Modification of Agreement

SALESNOW RESERVES THE RIGHT TO MODIFY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ITS POLICIES RELATING TO THE SERVICE AT ANY TIME, EFFECTIVE UPON POSTING OF AN UPDATED VERSION OF THIS AGREEMENT ON THE WEBSITE. SALESNOW MAY NOTIFY SUBSCRIBER OF THE POSTING OF THE CHANGED AGREEMENT, BUT FAILURE TO DO SO OR NON-RECEIPT BY THE SUBSCRIBER WILL NOT AFFECT THE EFFECTIVENESS OR EFFECTIVE DATE OF THE CHANGES. SUBSCRIBER IS RESPONSIBLE FOR REGULARLY REVIEWING THIS AGREEMENT ON THE WEBSITE. CONTINUED USE OF THE SERVICE AFTER ANY SUCH CHANGES SHALL CONSTITUTE SUBSCRIBER'S CONSENT TO SUCH CHANGES.

21. Local Laws and Export Control

This site provides services and uses software and technology, including encryption technology, that may be subject to export control regulations of the United States, Canada, Switzerland and the European Union (“Export Controls”). Subscriber acknowledges and agrees that the Website and the Software shall not be used, and none of the underlying information, software, or technology may be transferred or otherwise exported or re-exported to countries as to which the United States, Canada, Switzerland and/or the European Union maintains an embargo (collectively, "Embargoed Countries"), or to or by a national or resident thereof, or any person or entity on the United States Department of Treasury's List of Specially Designated Nationals or the U.S. Department of Commerce's Table of Denial Orders (collectively, "Designated Nationals"). The lists of Embargoed Countries and Designated Nationals are subject to change without notice. By using the Service, Subscriber represents and warrants that the Subscriber are not located in, under the control of, or a national or resident of an Embargoed Country or Designated National. Subscriber agrees to comply strictly with the Export Controls and assumes sole responsibility for obtaining licenses to export or re-export as may be required. SalesNOW and its licensors make no representation that the Service is appropriate or available for use in other locations. Subscriber is solely responsible for compliance with all applicable laws, including without limitation export and import regulations of other countries.

22. General Contract Terms

a) Law and Dispute Resolution. This agreement is governed by the law of the Province of Ontario, Canada, excluding there from the United Nations Convention on the International Sale of Goods and without regard to choice or conflicts of laws provisions. All disputes, actions, claims or causes of action arising out of or in connection with this agreement or the Service shall be subject to the exclusive jurisdiction of the courts of Ontario, all proceedings shall be commenced and heard at Toronto, and the parties hereby attorn to the jurisdiction of such courts.
b) Notice to Subscriber. SalesNOW may give notice by means of: (1) a general notice on the Website, which will be deemed given 12 hours after posting; (2) electronic mail to Subscriber's e-mail address on record in SalesNOW's account information, which will be deemed given 24 hours after sending; (3) by written notice relying on the information on record in SalesNOW's account information, as follows: (i) by fax to Subscriber's fax number which will be deemed given 12 hours after confirmation of transmission; or (ii) by posting by pre-paid first class mail, which will be deemed to have been given on the second day after mailing, excluding Saturdays and Sundays; or (iii) sent by courier to Subscriber's address, which will be deemed given at the time of delivery.
c) Notice to SalesNOW. Notices by Subscriber to SalesNOW shall be in writing and signed by an authorized officer of Subscriber and delivered by courier or confirmed fax to SalesNOW as follows:

Attention: Chief Financial Officer
SalesNOW, Division of Interchange Solutions Inc.
Suite 100, 8966 Woodbine Avenue
Markham, Ontario, Canada
L3R 0J7
Telephone: +1 905-752-0375
Fax: +1 888-634-9342

d) Agreement Terms. This agreement constitutes the entire agreement between the parties and there are no collateral agreements and no terms, conditions, representations or warranties except as herein contained in writing. This agreement supersedes all prior or subsequent oral discussions and documents, including purchase order forms or any printed forms notwithstanding acceptance by SalesNOW of the order. Except as provided herein, this agreement may be altered or amended at any time only by written instrument signed by the parties hereto. A waiver or failure by any party to enforce any of its rights or enforce the performance of the other party of any of its obligations under this agreement shall be without prejudice to all or any of its other rights under the agreement. Headings in this agreement are solely for convenience of reference and are not part of this agreement. Time shall be of the essence of this agreement.

e) Assignment and Enurement. This agreement shall not be assigned by the Subscriber without the prior written consent of SalesNOW. SalesNOW may assign this agreement and upon assumption by the assignee and deliver of Subscriber Data to the assignee, SalesNOW shall be relieved of all obligations hereunder. This agreement shall enure to the benefit of and be binding upon the parties and their respective heirs, estates, successors and permitted assigns.

v.1.2 2006-08-10

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