Terms and Conditions

SALESPLAYBOOK AG, BADENERSTRASSE 114, 8952 SCHLIEREN, SWITZERLAND
VERSION 2.0, MAY 2022


1 SCOPE


These terms and conditions ("Terms") govern the access to and the use of the services provided by SalesPlaybook AG, Badenerstrasse 114, CH-8952 Schlieren ("SalesPlaybook")
To access the Services, you ("Customer") must agree to and abide by these Terms. These Terms incorporate by reference SalesPlaybook’s privacy policy which can be found here:
https://thesalesplaybook.com/privacy-policy ("Privacy Policy"), and explicitly referred provisions available on SalesPlaybook’s website https://thesalesplaybook.io/ ("Website"). Acceptance of the Terms constitutes, together with online confirmation or the SalesPlaybook Order Form , and other documents referenced therein, a legally binding agreement ("Agreement") between SalesPlaybook and the Customer ("Parties").

2 SERVICES & ACCESS TO SERVICES


SalesPlaybook provides various range of services helping companies to train their employees and improve their sales ("Services"). A complete overview of provided Services, available subscription plans, and specific instructions on how to use the Services can be found on the Website. SalesPlaybook provides the Customer with Services as agreed in the Agreement. In order to gain full access to the Services, the Customer may be required to register and create an account. The Services will be accessible to the Customer in the then-current version and according to the Terms. SalesPlaybook reserves the right to limit or suspend access to the Services or delete any or all of the Customer’s accounts in case the Customer does not pay the applicable fees as agreed between the Parties or based upon SalesPlaybook’s reasonable determination of the occurrence or potential for the occurrence of illegal, unlawful or fraudulent use of the Services, or attempted fraudulent activity by Customer. In case of a suspension, the Customer remains liable for all charges and fees incurred during the suspension period.

3 CUSTOMER’S RIGHTS & OBLIGATIONS


The Customer is responsible for the accuracy and completeness of the provided data and information.The Customer is fully responsible for choosing a secure password in accordance with SalesPlaybook’s specifications, protecting their credentials, and using the Services securely and in accordance with the Terms. The Customer must immediately inform SalesPlaybook of any unauthorized use of the credentials. SalesPlaybook is not liable for any damage or loss due to unauthorized account access resulting from the Customer’s actions or omissions. The Customer must use the Services in compliance with legal and moral obligations applicable in the territory where it is located.

The Customer may not circumvent or attempt to circumvent any security protection of the Services and may not use them in unlawful or fraudulent ways orfor any unlawful or fraudulent purpose or effect. The Customer agrees it will not try to decompile, reverse engineer, modify, translate or disassemble any part or content of the Services or create derivative works based on the whole or any part of these, regardless if on its own or in cooperation with or on-demand by another company or individual. The Customer informs SalesPlaybook immediately of all circumstances within its sphere that might endanger or be relevant for providing Services and all misuses or suspicions of misuse of the Services.

4 SALESPLAYBOOK’S RIGHTS & OBLIGATIONS


SalesPlaybook may amend the Terms from time to time at its sole discretion by publishing an updated version of the Terms on the Website. SalesPlaybook will electronically notify the Customer of any material changes to the Terms. The Customer should check the Terms regularly and only use the Services upon acceptance of the changes to the Terms. The Customer's continued use of the Services following any amendments indicates acceptance of the changes to the Terms. SalesPlaybook may change the Services at any time at its discretion. SalesPlaybook will notify the Customer of any material changes, i.e., changes significantly altering the nature and scope of the Services provided to the Customer according to the Agreement, at least 14 days ahead, unless impossible. If the Customer disagrees with the notified material change to Service or Terms (including changes of the respective fees), it may terminate the Agreement with immediate effect within 1 month from SalesPlaybook' notice of the respective change. SalesPlaybook provides the Customer with the support reasonably required to resolve problems with the day-to-day usage of the Services. SalesPlaybook takes all appropriate and reasonable precautions, within the scope of technical possibilities, against data loss and to prevent unauthorized third-party access to the Customer data. SalesPlaybook backs up the data on a regular basis. SalesPlaybook may subcontract third parties for all its obligations under the Agreement at its own expense unless explicitly agreed otherwise. SalesPlaybook is fully liable to the Customer for its subcontractors and ensures that subcontractors are bound to the same or stricter confidentiality obligations than SalesPlaybook.


5 FEES AND PAYMENTS


The Customer's access to the Services is subject to payment of the fees, which are non cancellable and non-refundable. Unless agreed in the Agreement otherwise, fees, subscription plans, and possible payment methods are available on the Website, they are exclusive of VAT and payable in CHF, and SalesPlaybook may change them at any time. The Customer will be notified at least 14 days ahead.

If not agreed otherwise, all fees are invoiced in advance and payable within fourteen (14) days upon provision of an invoice. Late payments are subject to an interest rate of 5% per year. In case the fees are not paid within an additional term of 1 month after notice of non-payment, SalesPlaybook may, in its sole discretion, suspend the Customer's accounts or terminate the Agreement with immediate effect.

6 REFERRAL MODEL


The Parties may agree in the Agreement, that they wish to refer business opportunities to each other. A referral to SalesPlaybook is compensated with a referral fee as agreed upon in the Agreement. The referral fee may be credited against any due or upcoming payment for the Services. The right to the referral fee arises upon fulfilment of these conditions:
• Provision of the organisation name & primary contact for the respective offer;
• Introduction of the referred solution to the organisation;
• High-level business requirements are identified & at least partially analysed

7 TERM & TERMINATION


The Agreement takes effect at the date of the signing of the Agreement and remains in force as specifically agreed-on. If no specific Term is agreed on, the Agreement remains in force indefinitely. The agreement can be terminated by either Party at any time. Upon termination or expiration of the Agreement, all fees will become immediately due and payable, and each Party must destroy all tangible manifestations of any confidential information. Already paid fees are not refundable, except when the Agreement has been terminated by SalesPlaybook without reason. In case of such a termination, the fee will be refunded pro-rata.

8 INTELLECTUAL PROPERTY


SalesPlaybook retains all rights, titles, and interests, including all copyrights, trademarks, know-how, and other intellectual property and other rights in the Services or any part of it. The use of the Services does not transfer any ownership of intellectual property rights between the Parties.

Where applicable, the Customer is granted a limited, revocable, non-exclusive, non transferable, non-sublicensable right to access and use the Services in accordance with the Agreement. Any other use of the Services, including, without limitation, copying, distributing, displaying, reproduction, creation of derivative works from, or commercialization, of the available content or any part of it, is strictly prohibited without SalesPlaybook’s prior written consent. Systematic retrieval of content from the Services or the Website for any purpose without our prior written permission is strictly prohibited.

9 CONFIDENTIALITY

The Parties may disclose to each other (directly or via the use of the Services) confidential information. Confidential information includes, without limitation, any information which is marked as confidential or has otherwise been indicated as being confidential or could reasonably be deemed confidential and attributable to the Customer or SalesPlaybook. Publicly available or accessible information, information lawfully and unrestrictedly received or independently developed by the receiving Party is not considered confidential.

Each Party will: (i) protect the other Party’s confidential information with the same standard of care it uses to protect its own confidential information, but in no event less than reasonable care; and (ii) not disclose the confidential information, except to affiliates, employees, agents and professional advisors who need to know it and who have agreed to keep it confidential. Each Party’s obligations regarding the confidential information of the other Party continues for a period of one (1) year after the expiration or termination of the Agreement.

10 DATA PROTECTION


SalesPlaybook collects and processes only personal data provided by the Customer as necessary for the purposes of the Services and in line with its Privacy Policy. SalesPlaybook protects the collected personal data by means of appropriate technical and organizational measures and in accordance with the data protection legislation applicable in Switzerland and the European Union. The Customer authorizes SalesPlaybook to use, process, and store relevant data for the performance of the Services, and to use anonymized data to improve its services or for analysis purposes. As SalesPlaybook acts as a data processor for the Customer the following DPA applies. The Services may use cookies about the Customer’s use of the Services for anonymous analysis and the users' convenience. The cookies may be deactivated in the users' browser at any time. In case of deactivation, users may no longer be able to use all features and functions.

11 WARRANTIES & LIABILITY

The Services, together with all content, data, information, and materials contained therein, are provided 'as is' and 'as available', without warranties or representations of any kind. SalesPlaybook does not guarantee that the Services are error-free and will function without any interruption or disruption. SalesPlaybook regularly carries out maintenance or improvements to the Services and its infrastructure. The Customer acknowledges that this may result in temporary delays and interruptions from time to time. Where reasonably possible, SalesPlaybook will inform the Customer about potential interruptions in advance. Any further warranty is excluded. The Services may contain third-party content or links to third-party websites. SalesPlaybook does not assume any responsibility for, and does not make any warranties or representations to such content or websites. SalesPlaybook makes no representations or warranties of any kind, that the Services co- branded pages, bridge pages, and related links will be error-free and uninterrupted during the term.

Parties' liability for direct damages is limited to the amount of the fees paid for the provision of the Services in the 12 months prior to the occurrence of the damaging event. Parties’ liability for other damages should be limited to the maximal extent permitted by Swiss law. The limitations do not apply to losses or damages caused by wilful misconduct, gross negligence, or the extent prohibited by law.


12 PARTIES’ STATUS AND ADVERTISING


The Parties enter into the Agreement as independent contractors, and nothing in this Terms or the Agreement is intended to create a joint venture or employment relationship between them. Neither Party is entitled to enter into any contracts with third parties for and on behalf of the other Party. Each Party entitles the other Party to use the other party’s name, logo, and a brief description of the services provided for advertising purposes on the Party’s website and other marketing or investment materials. Any other use requires the prior consent of the Party.

13 MISCELLANEOUS

Communication and Notices: Notices must be given in writing, including e-mail, in English or German and need to be communicated:

• To SalesPlaybook’s attention: via email to: support@thesalesplaybook.io or as a registered letter to: SalesPlaybook AG, Badenerstrasse 114, 8952 Schlieren, Switzerland.
• To Customer's attention: by publishing on the Website, and where explicitly agreed between the

Parties via email to address provided for this purpose by Customer or associated with Customer's account. It is the Customer's responsibility to keep the provided email address current. Integrity: Any deviation from the Terms, not anticipated by the Terms, requires an explicit reference to the altered clause of the Terms. General terms and conditions of the Customer are excluded unless they have been expressly accepted by SalesPlaybook. No assignment: The Customer must not assign any of its rights, obligations, or claims under the Agreement without SalesPlaybook’s previous written consent. Severability: If any provision of the Terms or the Agreement is held to be illegal, invalid, or otherwise unenforceable, the other provisions will remain mutatis mutandis in full force and effect. Governing Law and Jurisdiction: All legal relationships arising from this contractual relationship are governed exclusively by Swiss law, excluding its conflict of law provisions and the UN Convention on Contracts for the International Sale of Goods (CISG). The ordinary court at Zürich has exclusive jurisdiction for all disputes arising from or in connection with the Terms.